Memorandum Of Association For Private Company Limited By Shares
Under the Companies Act 2006, a UK company must have both a memorandum of association and articles of association.
The memorandum of association is a short legal statement from the founding members (the subscribers). It:
- names the subscribers
- confirms they want to form a company under the Companies Act 2006
- confirms they agree to become the company’s first members
- for a company limited by shares, records that each subscriber agrees to take at least one share
The memorandum must follow a prescribed form and be authenticated by each subscriber. It is delivered to Companies House on incorporation. Once filed, it becomes a historical document of record and cannot be changed. Members may change over time, but those changes are recorded elsewhere (for example, in the company’s register of members and on the public record) rather than by amending the memorandum.
If the company was formed before the Companies Act 2006 regime took effect, its memorandum may contain provisions that are now normally found in the articles (including the objects clause, which can restrict what a company can do). For companies formed before 1 October 2009, those restrictions are now treated as part of the articles, not the memorandum.
Economic Crime and Corporate Transparency Act 2023
The Economic Crime and Corporate Transparency Act 2023 requires the full forename and surname of each subscriber to be included in the memorandum of association, and this template reflects that requirement.
Many companies are incorporated digitally and a memorandum is generated automatically as part of the online incorporation process. This template is particularly useful if you want to apply by post. If you are completing the incorporation paperwork, you may also wish to use Company Formation Checklist and CHF-IN01 - Application To Register A Company .
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