Memorandum of Association

A Memorandum of Association is one of the documents necessary to incorporate a company in the UK. There are two variants: one for limited companies with shares, the other for "not for profit" (limited by guarantee) companies. For use in the UK.

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Further Information

The Memorandum of Association is one of the documents required to incorporate a UK company, as described in Company Formation. We offer Memorandum of Association template documents suitable for use when forming:

The Memorandum of Association is a straightforward document which simply lists the initial subscribers, with a written statement of intention to form a company and become a member of that company, and is signed (or otherwise authenticated) by each subscriber. For companies limited by shares, the memorandum of association template also shows each subscriber's intention to take at least one share. This document is also available from the Companies House website.

If you are incorporating a private limited liability company (limited by shares) using the Companies House online facility then you do not need a printed Memorandum of Association. In place of a signature from each subscriber you will, instead, be required to provide proof of identity using personal information.

Changes to Memorandum in 2009

The Memorandum of Association now in use is a much simpler document compared to format used before 1 October 2009.

The Memorandum no longer restricts what a company is permitted to do. From 1 October 2009 the Companies Act 2006 provides that, unless a company's Articles specifically restrict the objects of a company, its objects are unrestricted.

Before 1 October 2009 a company was limited to acting within the objects set out in its Memorandum of Association. The old style Memorandum usually had very long objects clauses, setting out in detail all the possible types of business the company could engage in, followed by supplementary objects or powers covering all the standard activities of a company such as taking interests in land, borrowing money, lending money, employing people, etc. This was because anything purported to be done by a company which was beyond those objects would be 'ultra vires' and void at common law, and the directors could be held personally liable for such acts.

Nor does the Memorandum record details of the type of company, the location of its registered office or its authorised share capital any longer. This information is now contained in the form IN01 as either a 'statement of capital and shareholdings' or a 'statement of guarantee' for those companies limited by guarantee.

Once the Company has been incorporated, the Memorandum effectively becomes a historical document which cannot be amended and which will no longer affect the on-going operation of the company.

Sample

You can view an online sample of a completed Memorandum of Association by following this link: Limited by Shares or Limited by Guarantee.

Features

This Memorandum of Association is suitable for use in the UK and include clauses covering:

These documents are available individually or as part of a Limited by Shares or Limited by Guarantee company formation package, both at £9.99 incl VAT.

They are also included in our Business Annual Subscription (£99 own use) or Full Annual Subscription (£199 own use) - giving you access to wide range of documents, packages and forms for a single annual fee.

 
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