Wine Bar Memorandum of Association Generator

1. Name of the Company

The company is formed under the name Cask & Vine (the "Company"). The registrar has confirmed the name is clear of conflicts. Cask & Vine may operate a wine club, event series, or private label under separate trading names, each in compliance with applicable disclosure requirements.

2. Registered Office

Cask & Vine has its registered office in the jurisdiction of incorporation at the address filed with the registrar upon formation. The premises from which wine bar trading takes place may be at a different location. Official notices from regulators, including alcohol licensing bodies, shall be sent to the registered office. Any change of this address requires notification to the registrar within the statutory period.

3. Incorporation and Governing Law

This Memorandum is executed for the purpose of incorporating Cask & Vine as a private limited company. The formation is undertaken pursuant to the companies legislation applicable in the jurisdiction specified by the subscribers. This Memorandum and the Articles of Association constitute the Company's governing documents. In addition to company law, the Company acknowledges its obligation to comply with all licensing legislation relating to the sale and service of wine and spirits.

4. Liability of Members

Members of Cask & Vine are protected by limited liability. Their financial obligation extends only to any unpaid amount on shares held. Wine importers, landlords, glassware suppliers, and all other creditors have no claim against members' personal assets for Company debts.

5. Share Capital

5.1 Cask & Vine is incorporated with 1,000 ordinary shares at £1 nominal value, yielding an initial share capital of £1,000.

5.2 Each ordinary share confers one vote, equal dividend entitlements, and proportionate capital distribution rights.

5.3 Additional shares may be issued by the Board to fund cellar inventory expansion, venue refurbishment, or the opening of additional locations. Pre-emption rights under the Articles must be satisfied before shares are allotted externally.

6. Transfer and Transmission

6.1 Shares in Cask & Vine may be transferred only in compliance with the Articles. Directors may decline to register a transfer at their discretion.

6.2 On the death or insolvency of a member, the shares vest and transmit in accordance with the Articles and the applicable provisions of succession and insolvency law.