{"id":5338,"date":"2017-04-24T15:43:02","date_gmt":"2017-04-24T14:43:02","guid":{"rendered":"https:\/\/www.qualityformations.co.uk\/blog\/?p=5338"},"modified":"2024-01-30T10:33:35","modified_gmt":"2024-01-30T10:33:35","slug":"memorandum-and-articles-association","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/memorandum-and-articles-association\/","title":{"rendered":"Memorandum and articles of association for UK limited companies"},"content":{"rendered":"

The memorandum and articles of association are two essential documents required to set up a\u00a0limited company in the UK. They are both issued during the company formation process and become a matter of public record thereafter. Below, we explain these important company documents in detail.<\/p>\n

The memorandum of association is a single-page document that records the names of the subscribers (founding shareholders or guarantors) and their formal agreement to become members of the company.<\/p>\n

The articles of association is a multi-page document that outlines the rules and restrictions relating to the way the company is governed, operated, and owned.<\/p>\n

Overview of the memorandum of association<\/h3>\n

The memorandum of association confirms that the founding members agree to set up and join the company under the Companies Act 2006<\/a>. Within the memorandum of a company limited by shares, the shareholders also undertake to hold a minimum of one issued share each.<\/p>\n

The maximum number of shares each subscriber agrees to take will vary on a case-by-case basis, depending on the total issued share capital of a company.<\/p>\n

The memorandum is a document created by Companies House during the incorporation process and includes a statement of compliance of each subscriber. Companies House will attach this document to the adopted articles of association, as part of the application to register the company.<\/p>\n Choosing a SIC code for your limited company<\/span><\/a>\n \n

Prior to the introduction of the Companies Act 2006 on 1st October 2009, limited companies were incorporated under the Companies Act 1985. At that time, the memorandum also included a number of governing provisions that are now part of the articles of association (including the company’s objects).<\/p>\n

These rules and restrictions for companies registered under the old Act are now treated as being part of the articles, rather than the memorandum.<\/p>\n

Overview of the articles of association<\/h3>\n

The articles of association<\/a> is a governing constitutional document adopted by a limited company when it is formed at Companies House.<\/p>\n

It includes key information about how the company should be run, how decisions are made, who can own and manage the company, the rights and responsibilities of members and directors, and the types of activities and transactions in which the company can engage.<\/p>\n

Unlike the memorandum, the articles of association do not have a prescribed format. Companies can choose to:<\/p>\n