Ice Cream Parlor Memorandum of Association Generator

1. Name of the Company

The company shall be known as Glacé & Co. (the "Company"). A search with the companies registrar has confirmed this name is available for registration and does not infringe any existing name on the register. Glacé & Co. may use separate product brand names for frozen dessert lines, provided it satisfies all statutory disclosure requirements.

2. Registered Office

Glacé & Co. maintains its registered office within the jurisdiction where it is incorporated. The full postal address is declared to the registrar at incorporation and forms part of the public record. Service of legal process and all official communications from government bodies will be directed to this address. Relocation of the registered office must be filed with the registrar and does not take effect until the change is formally registered.

3. Incorporation and Governing Law

Glacé & Co. is established as a private company limited by shares under the relevant companies act or equivalent legislation in force in the jurisdiction of incorporation. This Memorandum and the accompanying Articles of Association together form the constitutional basis of the Company. All internal governance, shareholder rights, and director duties are subject to these documents and to applicable company law.

4. Liability of Members

Each member of Glacé & Co. has liability limited to the unpaid portion of their shares. No member bears personal financial responsibility for the Company's obligations, whether arising from dairy supplier agreements, gelato equipment purchases, seasonal staffing costs, or premises-related expenditure.

5. Share Capital

5.1 The initial share capital of Glacé & Co. is 500 ordinary shares at £1 each, totalling £500.

5.2 Ordinary shares carry equal voting, dividend, and capital return rights.

5.3 The directors may allot additional shares for purposes such as funding new parlour locations or investing in batch production facilities, subject to the pre-emption rights granted to existing shareholders under the Articles of Association.

6. Transfer and Transmission

6.1 Share transfers must comply with the Articles. The Board may refuse to register a transfer where the Articles so permit, and any proposed transfer must be accompanied by the share certificate and a duly executed transfer instrument.

6.2 On the death or insolvency of a member, their shares transmit as provided by the Articles and applicable succession or insolvency legislation.