Company Law
The Memorandum of Association under the Companies Law
The function, required contents, company powers and amendment of the memorandum under Cap. 113.
The company’s constitutional document
The memorandum forms the basis of the company’s legal identity and is filed with the Registrar of Companies. It records matters of external significance such as name, registered office, objects, member liability and capital. It differs from the articles, which govern internal management.
Principal contents
- Approved company name
- A registered office in the TRNC
- Objects and business activities
- Whether members’ liability is limited
- Initial capital and share structure
- Subscribers’ intention to form the company and the shares taken
Why careful drafting matters
Objects drafted too narrowly may require amendment for new activities; language that is overbroad or unlawful may create registration and compliance problems. Registration alone does not grant a licence for banking, insurance, finance, education or another regulated activity.
Amendment
The memorandum may be amended by following the resolutions, notices and registration requirements in Cap. 113. Effects on creditors, licences and existing contracts should also be reviewed.
Sources
Relevant legislation and official sources
Companies Law, Cap. 113 — Legislation DatabaseTRNC Supreme Court Judgment SearchThis publication is for general information and does not constitute legal advice on a particular matter. Legislation and case law may change. Seek legal assistance promptly, especially where a court or application deadline may apply.