Companies Act 2014


The form of the constitution of a PULC

1234. (1) Subject to subsection (3), the constitution of a PULC shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”.

(2) The memorandum of association of a PULC shall state—

(a) its name,

(b) that it is a public unlimited company, that has no share capital, registered under this Part,

(c) its objects, and

(d) the fact that its members have unlimited liability.

(3) The constitution of a PULC shall—

(a) be in accordance with the form set out in Schedule 13 or as near thereto as circumstances permit,

(b) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and

(c) either—

(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or

(ii) be authenticated in the manner referred to in section 888.

(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting a matter referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.