Any one or more persons associated for a lawful purpose may by subscribing their names to a memorandum of association form a company the liability of the members of which may, according to the memorandum, be limited either to the amount, if any, unpaid on the shares respectively held by them (i.e. a company limited by shares), or to such amount as the members may respectively undertake by the memorandum to contribute to the assets of the company in the event of it being wound up (i.e. a company limited by guarantee).
Any of the subscribers to the memorandum of association of a company, or a person acting on their behalf, may on delivering the memorandum to the Registrar of Companies and on payment of the prescribed registration fee apply for the registration of an incorporated company with limited liability.
There must also be delivered to the Registrar of Companies articles of association if they differ from the model articles. A company limited by shares must state in its memorandum of association the maximum number of shares that the company is authorized to issue and the minimum amount per share (which may be expressed in any currency or currencies) to be received by the company for shares issued by it (i.e. the stated value of a share).
No subscriber to the memorandum of a company limited by shares may take less than one share. A company limited by guarantee must state in its memorandum of association the number of members with which the company proposes to register and the amount of the guarantee (which may be expressed in any currency or currencies) that each member is required to contribute to cover the debts and liabilities of the company in the case of it being wound up.
Companies may limit their period of existence.