1.       What is Memorandum and Articles of Association?

In general, an offshore company is an entity recognized by law as a separate limited liability, they are legally required to filing the Memorandum of Association of Articles when incorporated. Once completed and officially recognized, the document becomes a matter of public record.

It combines memorandum of association and articles of association these two documents, which provide the legal skeleton of the company. All members and directors of company are required to comply with the provisions at all times.

2.       What is Memorandum of Association?

The memorandum of association usually signed by the founding members, or by the Registered Agent. That is a legal declaration in which they state their wish to set up a company and become part of company. It serves as a record of their company membership and their financial liability toward the business to ensure that the corporation is eventually recognized legally.

The document shall contain basic clauses such as the registered name of the company, date of incorporation, share structure, name of founding members, object or purpose of the company. Depending on the jurisdiction’s corporation law, the information of memorandum of association may disclosed on public record.

3.       What is Articles of Association?

The articles of association is an important document, which list in detail the sections and provisions to sets out the rules and regulations of a company, the responsibilities and rights of the members and directors.

The articles of association on the standards adopted by the particular company formation agent and on the particular requirements of the incorporator, even that could create entirely bespoke articles on the condition they comply with company law.

4.       Can change the Memorandum and Articles of Association?

Once company is incorporated, the memorandum of association will not be able to change any details. However, if there are any change to the articles of association, it able to make alterations after incorporation. For example, intent to issue different types of shares, or restrict the powers of the company directors, that the shareholders must pass a special resolution at a general meeting, and at least two-thirds of votes members cast must be in favor of the decision to pass the resolution.

Download： Memorandum and Articles of Association of Offshore Company [PDF]