The Memorandum of Association is one of the documents required to incorporate a UK company. It is a straightforward document which simply lists the initial subscribers, with a written statement of intention to form a company, become a member of that company, and become a shareholder and is signed (or otherwise authenticated) by each subscriber.
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Once the Company has been incorporated, the Memorandum effectively becomes a historical document which cannot be amended and which will no longer affect the on-going operation of the company.
This Memorandum of Association is suitable for use in the UK when incorporating a company limited by shares and includes clauses covering:
- company name
- statement of intention
- subscriber details.