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distributing its assets), so the Liquidator will be chosen by another resolution of the shareholders/members at the aforementioned general meeting.
[See ‘CVL’, ‘Creditors’ Voluntary Liquidation’, ‘Declaration of Solvency’, ‘Board Meeting’ and ‘Directors’.]
Gov.UK defines a Memorandum of Association (often known as ‘the Memorandum’, or even ‘Memo’) as a legal statement signed by all initial shareholders or guarantors agreeing to form a company.
It is the external constitution of the company, setting out essential information such as the authorised share capital (the amount of capital a company is able to raise by way of sales of shares), the registered office and the objects clause (what the company can legally do when trading).
The Memorandum is a legal document and its format cannot be changed before a company is formed. The Memorandum of Association is a document with historical significance and will remain consistent for the lifetime of the company, regardless of original or new company members leaving or joining, respectively.
[See ‘Shareholders’.]
A misfeasance is the breach of a director’s fiduciary or any other duty. A Liquidator may pursue an action against a director or directors for misfeasance, as it is their principal duty to take in a company’s assets, realise them and maximise returns for creditors. The reason for this potential action is because the misfeasant actions of directors may have caused loss to the company and a remedy against them may lead to filling the pot as full as possible from which creditors will be paid the amounts owing to them.
In an insolvent Liquidation there almost certainly will not be sufficient assets to pay all creditors, so the Liquidator must seek to expand the fund to pay creditors in any way.
Pursuing directors for a breach of their fiduciary duty (and any other duties, such as breaches of the Companies Act 1986, environmental legislation, etc.) may raise
