Companies Act 2014 section 1234

The form of the constitution of a PULC

Section 1234 sets out the required form and content of the constitution of a Public Unlimited Company (PULC) that does not have a share capital.

  • A PULC must have a two-part constitution comprising a memorandum of association and articles of association, rather than the single-document format used by private limited companies.
  • The memorandum must state the company's name, that it is a public unlimited company with no share capital, its objects, and that members have unlimited liability.
  • The constitution must follow the model form in Schedule 13, be contained in a single printed document, and be signed by each subscriber before a witness or authenticated under section 888.
  • If the memorandum is amended after registration, it must be read as reflecting the position after that amendment.

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