Memorandum for Private Company Limited by Shares

The Memorandum of Association has not formed part of a company’s constitution since 1 October 2009. Nevertheless, this memorandum is still required to be filed in order to incorporate a new company.

This memorandum must be in a prescribed form and contains limited information compared to the memorandum that was required prior to 1 October 2009.

The memorandum of a company states that the subscribers wish to form a company under the 2006 Act, have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each. Consequently, the Memorandum of Association no longer contains the following information:

- the location of the company's registered office;
- the type of company and its liability status;
- the object of the company; and
- the authorised share capital.

The changes to the memorandum bring in two important relaxations, namely the abolition of the ultra vires doctrine and the removal of the authorised share capital.

This memorandum, once signed by the subscribers, should be sent to Companies House with the completed IN01 form and the relevant registration fee. The (Model) Articles of Association do not need to be sent. Articles of Association will need to be sent if they are "modified" from the Model Articles or are bespoke Articles.