Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 117

117. (1) The memorandum of a company shall be printed, divided into numbered
paragraphs, dated, and signed by the persons desiring the formation of the
company, and shall, in addition to other requirements, state:

   (a)  the name of the company or that the company's name on registration is
        to be its registration number;

   (b)  unless the company is an unlimited company-the amount of share capital
        (if any) with which the company proposes to be registered and the
        division of that share capital into shares of a fixed amount;

   (c)  if the company is a company limited by shares-that the liability of
        the members is limited;

   (d)  if the company is a company limited by guarantee or a company limited
        both by shares and by guarantee-that the liability of the members is
        limited and that each member undertakes to contribute to the company's
        property if the company is wound up while he, she or it is a member or
        within one year after he, she or it ceases to be a member, for payment
        of the company's debts and liabilities contracted before he, she or it
        ceases to be a member and of the costs, charges and expenses of
        winding up and for adjustment of the rights of the contributories
        among themselves, such amount as may be required not exceeding a
        specified amount in addition to the amount (if any) unpaid on any
        shares held by him, her or it;

   (e)  if the company is an unlimited company-that the liability of the
        members is unlimited;

   (f)  if the company is a no liability company-that the acceptance of shares
        in the company does not constitute a contract to pay calls in respect
        of the shares or to make any contribution towards the company's debts
        and liabilities;

   (g)  the full names, addresses and occupations of the subscribers to the
        memorandum being natural persons, and the corporate names, and the
        addresses of the registered or principal offices, of the subscribers
        to the memorandum being bodies corporate; and

   (h)  that those subscribers wish to form a company pursuant to the
        memorandum and (if the company is to have a share capital)
        respectively agree to take the number of shares in the capital of the
        company set out opposite their respective names.

(2) The memorandum of a company may state the objects of the company.

(3) Each subscriber to the memorandum shall:

   (a)  if the company is to have a share capital-state in words:

        (i)    the number of shares (being at least one) that the subscriber
               agrees to take; and

        (ii)   if the shares in the company are divided into classes-the class
               or the respective classes in which the shares that the
               subscriber agrees to take are included; and

   (b)  in any case-sign the memorandum in the presence of at least one
        witness (not being another subscriber).

(4) A witness to the signature of a subscriber to the memorandum shall attest
the signature and add his or her address.

(5) A statement in the memorandum of a company limited by shares that the
liability of members is limited means that the liability of the members is
limited to the amount (if any) unpaid on the shares respectively held by them.