Companies Act 2014 section 1233

The form of the constitution of an ULC or PUC

Section 1233 sets out the required form and contents of the constitution for an unlimited liability company (ULC) or a public unlimited company (PUC).

• A ULC or PUC constitution comprises a memorandum of association and articles of association combined in a single document
• The memorandum must state the company name, its ULC or PUC status, its objects, its share capital and division into fixed-amount shares, and that members have unlimited liability
• The constitution must follow the model form in Schedule 11 (for a ULC) or Schedule 12 (for a PUC), include the number of shares taken by each subscriber, and be signed before a witness or authenticated under section 888
• Any post-registration amendment affecting share capital or other memorandum matters must be reflected in the memorandum as it then stands