Boutique Memorandum of Association Generator

1. Name of the Company

The company shall be known as Maison Claret Ltd (the "Company"). A name availability search has been completed with the relevant registrar confirming no conflicting registrations exist. The Company may trade under additional brand names for seasonal collections or collaborative capsule lines, subject to applicable trading name disclosure requirements.

2. Registered Office

Maison Claret Ltd maintains its registered office in the jurisdiction of incorporation at the address filed with the registrar upon formation. The retail boutique premises, showroom locations, and distribution warehouses may operate from separate addresses. Statutory correspondence, including tax authority notices and registrar communications, shall be sent to the registered office. A change of registered office must be notified within the statutory period.

3. Incorporation and Governing Law

This Memorandum is executed for the purpose of forming Maison Claret Ltd as a private company limited by shares under the applicable companies legislation. The Company is governed by this Memorandum and the Articles of Association adopted at incorporation. Consumer protection legislation, product safety standards, and distance selling regulations apply to the Company's retail operations.

4. Liability of Members

The liability of each member of Maison Claret Ltd is limited to the amount, if any, unpaid on the shares held by that member. Inventory procurement costs, boutique lease obligations, and fashion trade show expenses are the Company's liabilities, not those of individual shareholders.

5. Share Capital

5.1 The initial issued share capital of Maison Claret Ltd comprises 1,000 ordinary shares at £1 nominal value each.

5.2 Each ordinary share carries equal rights to vote at general meetings, receive dividends declared by the Board, and participate in any distribution of assets on winding up.

5.3 Additional shares may be allotted by the directors to fund new store openings, e-commerce platform development, or exclusive designer partnerships. Existing shareholders hold pre-emption rights under the Articles.

6. Transfer and Transmission

6.1 Shares in Maison Claret Ltd may not be transferred except in accordance with the Articles. The Board retains discretion to refuse registration of any transfer.

6.2 On the death or bankruptcy of a member, shares transmit in accordance with the Articles and applicable law.