Debitoor's accounting dictionary
Memorandum of association

Memorandum of association – What is a memorandum of association?

A memorandum of association is a legal statement that informs Companies House of a company's intention to incorporate.

Thinking of starting a limited company? Read more about the pros and cons incorporating.

The memorandum of association is publicly available, and describes the company's name, the company’s registered address, names of shareholders and details of shares.

How to file a memorandum of association

If your company is incorporating, you must send the memorandum to Companies House, along with articles of association and an application to register as a company. You may also want to create a shareholders' agreement, but this is not a legal requirement.

When you file the memorandum of association, it must be signed by all initial shareholders to show that they:

  • Wish to form a company
  • Agree to becoming a member of the company
  • Agree to purchasing at least one share (if the company has share capital)

HMRC has a template memorandum of association which can be used by new companies looking to incorporate.

Memorandum of association vs. articles of association

Under the Companies Act 2006, all corporations are required to file a memorandum of association with Companies House at the time of incorporation, as well as articles of association.

Whereas a memorandum of association is a simple document signed by shareholders to show their intention to form a company, articles of association are much longer and more complex. Articles of association are written rules, outlining how a company should be formed, run and governed including any restrictions on what the company can do.

Before the Companies Act 2006, the memorandum included provisions which are now part of the articles. For companies formed before 1st October 2009, the information is now treated as part of the articles of associated rather than the memorandum of association.

Unlike the articles of association, a memorandum cannot be adjusted, altered, or updated once the company has been registered.

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