All companies in the UK are legally required to have a memorandum and articles of association. These governing documents are produced during the company formation process and registered at Companies House.
The memorandum of association is a legal statement that contains the names of the founding members (shareholders/guarantors). It is a standard-format document that declares each subscriber’s intention to incorporate the company and become a member.
The articles of association is a document that outlines the rules about how a company must be run. Companies may choose to adopt Model articles from Companies House, or they can make alterations to this standard document to create their own set of rules and regulations.
What is the memorandum of association?
The memorandum is a single-page document that the original members of a limited company must subscribe (add) their names to. By signing this document, the subscribers are stating their intention to form a company and become part of it.
The format of this legal document cannot be altered prior to company formation, nor can subscribers’ names be changed or removed after incorporation. This is a historical document that will always remain the same, regardless of whether any original members leave or new members join the company.
At the time of company formation, the memorandum is created by Companies House and attached to the articles of association which become part of the application to register a company. It is a public document that anyone can view online at Companies House. All companies must keep a copy of the memorandum at their registered office or SAIL address.
What are articles of association?
The articles of association consist of multiple pages and it forms the constitution of a limited company. This document is essentially an internal rulebook that states the way in which a company should be structured and managed in terms of:
- how decisions can and must be made
- the rights, duties, responsibilities, and liability of members
- the duties, responsibilities, and powers of directors
- share capital – i.e., issuing and transferring company shares.
- distribution of profits
- appointing and removing directors
- whether a company secretary is required
- all other administrative matters relating to the company
Model articles are prescribed by the Companies Act 2006 and are available from Companies House. There are three versions of these default articles to cater to private companies limited by shares, private companies limited by guarantee, and public limited companies (PLCs). All companies adopt the relevant Model articles unless they create their own version.
These standard articles are simple and straightforward, but they are only suitable for private limited companies that issue only ordinary shares, and certain limited by guarantee companies and PLCs.
Model articles are usually a good option for small, basic companies that don’t require any specific provisions – especially those with just one director and shareholder.
Bespoke articles are a better choice for companies with multiple share classes and more than one shareholder. The document can be tailored to suit the specific objectives of the company and the varying rights of its members. Bespoke articles also ensure that all members are treated fairly and in accordance with any shareholders’ agreements that are created.
If a company wishes to alter the Model articles by adding, changing, or removing any provisions, a copy of the altered articles must be provided to Companies House during the incorporation process.
A company’s articles will be displayed on public record. They can be changed at any time after incorporation at a general meeting of the members. Companies must also keep a copy of their articles at their registered office or SAIL address.
Can I create my own articles of association?
Yes, you can create your own bespoke articles. Simply include them with your application to Companies House. However, it is not recommended to draw up articles yourself. It can be complex, so you should seek legal advice or assistance if this is your intention.
Can I change the memorandum and articles of association after company formation?
The memorandum can never be changed. Members may come and go, and such details must be updated in your company’s statutory register of members and on public record, but the memorandum will remain in its original form for the life of your company.
You can, however, change the articles of a limited company at any time after company formation, unless entrenchment provisions are included in amended articles (which may forbid changes or stipulate more onerous requirements for approval).
- Form a limited company - with articles of association included
- Company memorandum and articles of association
- Can I update my memorandum of association?
If no restrictions are in place, changes to the articles can be made by special resolution, which requires a 75% majority of members’ votes to be passed. Members cast their votes at a general meeting or by written resolution.
When changes have been agreed upon, a copy of the resolution and updated articles must be filed at Companies House within 15 days of the resolution.
How do I send my articles of association to Companies House?
If you register your company online using Companies House Web Incorporation Service, you must adopt Model articles. Companies House does not require a copy of Model articles.
If you register your company using a paper application (Companies House form IN01), you can adopt Model or bespoke articles. You must submit the bespoke articles of association by post, along with your application form. If you use Model articles, you do not have to include a copy.
If you register your company online via 1st Formations, we will submit your articles of association (based closely on the Model articles) automatically with your application form. This is the quickest and easiest option for all types of companies.
Note: The memorandum is supplied by Companies House as part of the incorporation process.
Where can I get a copy of my company’s memorandum and articles of association?
You can download a copy of your memorandum and articles of association online via Companies House. If you register through 1st Formations, we will provide you with a copy of these documents when your company has been incorporated.
If your company is already registered, you can view and download a copy of your memorandum and articles of association via 1st Formations’ Online Company Manager. Simply sign in to your existing online account (if you have one with us) or create a free account and import your company onto our system.
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Comments (28)
Companies and intellectual property commission republic of South africa
Thank you for your comment, John. Unfortunately, we would be unable to advise on South African companies.
Kind regards,
The 1st Formations Team
Hello Paul,
I work as a property manager for a residential site based in Essex. There are 7 directors & 6 of them want to stand down a director as his wife keeps getting involved with issues not to do with her & answering his emails. How do we go about this?
Thank you for your kind enquiry, Michele.
If it is a case that all six simply want to resign as directors, then from a company secretarial this should be fairly straightforward. From a company secretarial perspective, unless there are any specific provisions in the companies articles of association, the resignees should hand their respective letters of resignation to the company. The company will then have to update its register of directors and to update Companies House (the latter of which must be completed within 14 days from the date of resignation).
We trust this information is of use to you.
Kind regards,
The 1st Formations Team
I am Syrian, can I establish a company knowing that I reside in Jordan and there is no residential address in my name because it is in the name of my husband
Thank you for the question.
When asked for your residential address you simply need to provide the address where you live, regardless of whose name it is in.
Unfortunately, we can not currently assist you in forming a company as we can’t process orders from Jordan due to weak money-laundering regulations.
We wish you the best of luck with your company.
Best regards,
The 1st Formations Team
Thanks for valuable information about memorandum and articles of association. Article like this help start up companies get enlighten as to how to proceed with legal compliance with their business.
Thank you so much for your kind feedback!
Regards,
The 1st Formations Team
Hi. I have a memorandum and Articles of Association for a business still running today under the same certificate number from 1935 when my Grandfather held one share equally with another partner, he passed away, and shares transferred to my grandmother, who supposedly sold all her shares,.. Why would my Grandmother still have original articles of association for company? Would that company need this, if all shares where sold at time!?
Thank you for your kind enquiry, Lorraine.
With regards the scenario you describe, it is likely that copies of the articles of association for the company formed in 1935 were provided to the new shareholder(s) when your grandmother sold her shares. As no ownership rights are granted by holding on to a copy of the articles of association, and it may be possible to change these articles of association at a later date, it is unlikely the company in question would require this. I would suggest you could contact the company in question and ask if they require this document – however, the chances are they will not.
I trust this answers your query to your satisfaction.
Regards,
John
Hi there, this weekend is good in support of me, since this point in time
i am reading this fantastic informative piece of writing here at my house.
Hi Danny
Thank you for your kind words – they are very much appreciated.
Best regards,
Graeme
I am a 20% shareholder in a company that has allotted new A shares without my consent (or knowledge) and they did this after 9 years of incorporation, is this allowed?
Hi Stewart
We cannot comment on issues such as this as you would need to refer to the Articles of the company and the Companies Act 2006 for guidance. It may be best that you seek the advice of a lawyer regarding this.
Best Regards,
How do I find out if my companies articles of association allow me to appoint an attorney via anLPA
Hi Philip
We cannot comment on what is included in your company’s articles however it is not common for any comment in the Articles regarding appointing an Attorney.
Best Regards,
I have changed the name of my company. Can I update the memorandum and articles of association with the new company name?
Dear David,
If you decide to change the company’s name, the existing documents which have previously been filed at Companies House will not change (for example the Certificate of Incorporation and the Memorandum & Articles will remain the same). In the future if you need to refer to official company documents showing the previous company name, you would also provide the Certificate of Name Change as legal proof that the documents which are still in the previous company name are valid. You do have the option to file a new set of Articles of Association with the new name if you wish but this is not necessary. You cannot file a new Memorandum as Companies House only accept a Memorandum upon incorporation.
Best regards,
Rapid Formations Team.
Hi,
My MD has asked me to get a copy of ‘Company Articles and Memorandum of Association’ and the ‘shareholders agreement’ Any ideas where I would get these docs please?
Regards
Dear Nathan,
The company’s Articles and Memorandum of Association are available online at the Companies House Beta website https://beta.companieshouse.gov.uk/ If you type in your company name and open it’s file, you will see an option called “Filing History” and within the list of documents there, will be the Articles and memorandum of Association unless the company is very old in which case you would need to call Companies House and request the documents. In terms of a “Share Agreement”, it may be saved in the same section of the Companies House Beta website but if it has not been sent to Companies House then possibly only the company’s lawyer would have it.
Best regards,
1st Formations Team
Hi Heather,
I’m afraid I cannot advise on this matter – we only deal with UK company legislation.
Best wishes,
Rachel
Hi, I have left as a director of a limited company. It is quite strained so there is difficulty on obtaining information and trust levels are low. My mother is 25% shareholder in the company. we have asked for a copy of the memorandum and articles but not had any email response from the 3 existing directors. How can we get this information to ensure no changes have been made without her consent?
Dear Adele
Thank you for your message.
Now that strike off proceedings have commenced, Companies House will not expect you to file accounts with them. You may need to contact HMRC to advise them that you are striking off your company and that no accounts will be filed and they can advise if they require anything to allow the strike off to be accepted.
Kind Regards
I want to transfer a number of shares in my company from ‘dormant’ shareholders whom we cannot trace. what do I need to do to achieve this?
Dear Paul
Thank you for your message.
In terms of your procedures for contacting shareholders, I would advise speaking to a solicitor for confirmation of procedures you would put in place to ensure due process has been carried out before making changes. From the point of view of Companies House, they will accept in good faith any information supplied to them so if you make changes with them, then there will not be any issues from their point of view.
Kind Regards
What is the procedure to have company directors disqualified as a result of multiple counts of abuse of office?
I want to transfer the shares in my limited company how do I do that
Hello Norman,
To transfer shares in the company, the easiest way to do that would be to file an Annual Return either online with Companies House or by post. An Annual Return is a document where you note the current officers and address of the company and this is a document which is usually only filed once a year but can be filed more frequently should you choose to do so.
In different situations, there are different issues which you may wish to attend to and if you would like to speak to one of our staff they would be able to advise you on exactly what is best for your company.
Kind regards,
1st Formations Team