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2.1.1. Public Limited Company

A public limited company must be registered with the Registrar of Companies and the registration application should include a memorandum of association, and the articles of association which detail the rights of shareholders, borrowing powers and the duties of directors.  

The memorandum of association sets out the company name, the registered office address and the object of the company, which is likely to be the carrying on of a business as a commercial company. The memorandum is referred to as the charter of the company and defines the relationship that the members have with the general public.  It must be delivered to the Registrar and must be signed by each subscriber in front of a witness who must attest the signature. The signatories of the memorandum are deemed to be the first directors of the company.

The articles of association are a document which sets out the internal procedures for the running of the company.  Again, the company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. The Articles define the relationship between the members, management and employees.

Form 10 provides the details of the first directors, secretary and the intended address of the registered office. The information required include the names and addresses of the directors, the date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form. Form 12 is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor. There is usually a small fee payable to the person that witnesses the statuary declaration.