Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 143

143. (1) The memorandum of a close corporation that it is proposed to register
as a company under this Division shall be printed, divided into numbered
paragraphs, dated, and signed by all the members of the close corporation, and
shall, in addition to other requirements, state:

   (a)  the name of the company;

   (b)  the amount of the share capital of the company and the division of
        that share capital into shares of a fixed amount;

   (c)  if the close corporation is to be so registered as a company limited
        by shares-that the liability of the members is limited;

   (d)  if the close corporation is to be so registered as 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 close corporation is to be so registered as an unlimited
        company-that the liability of the members is unlimited;

   (f)  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

   (g)  that those subscribers wish to form a company pursuant to the
        memorandum by the registration of the close corporation as a company
        under this Division.

(2) The memorandum of a close corporation that it is proposed to register as a
company under this Division may state the objects of the company.

(3) Each subscriber to the memorandum of a close corporation that it is
proposed to register as a company under this Division shall sign the
memorandum in the presence of at least one witness (not being another
subscriber).

(4) A witness to a signature required by this section shall attest the
signature and add his or her address.

(5) A statement in the memorandum of a Division 4 company, being 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.