Memorandums and Articles of Association
The memorandum of association and the articles of association are the core constitutional documents of a UK company. When a company is formed, the memorandum records the subscribers’ decision to create the company and become its first members. Under the Companies Act 2006 it is now largely a filing formality on incorporation.
The articles of association operate as the company’s constitution and internal rulebook. They set out how the company is run, how decisions are taken, and the rights and powers of shareholders and directors. Both the memorandum and the articles are required in order to incorporate a company and must be filed at Companies House.
This area brings together template memorandums and articles of association, along with the documents needed to amend an existing company constitution where the articles require updating. It covers private companies limited by shares, companies limited by guarantee and charitable companies, under three headings: Memorandums of Association, Articles of Association and Amending Company Constitution.
Memorandums and Articles of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.
Frequently Asked Questions
Do I need both a memorandum and articles of association to set up a company? +
Yes. To register a company at Companies House you must file a memorandum of association and have articles of association in place. The memorandum is now a short formality recording that the founders agree to form the company. The articles are the rulebook that governs it afterwards. Simply-Docs provides matching memorandum and articles templates for private companies limited by shares, guarantee companies and charitable companies.
What is the difference between the memorandum and the articles of association? +
The memorandum records a one-off decision: the subscribers agree to form the company and become its first members. Once the company exists it becomes a historical record and cannot be amended. The articles set out how the company is actually run, covering directors' powers, decision making, shares and members' rights, and can be amended by special resolution as the company changes.
Should we adopt the model articles or have tailored articles drafted? +
Use the model articles if you have one class of shares and a simple ownership structure; they apply by default if you register nothing else. Choose tailored articles where you have several founders, more than one share class, outside investors or a company limited by guarantee, or you want sole director decision making put beyond doubt. Simply-Docs provides both amended model articles and fuller tailored templates with drafting notes.
Our company still runs on old Table A articles. Do we have to update them? +
No. There is no legal duty to update, and Table A articles remain valid for companies incorporated before 1 October 2009. Updating is still sensible because Table A predates the Companies Act 2006, so its written resolution and meeting provisions no longer match the statutory procedures, which causes confusion in practice. The Amending Company Constitution sub-folder contains the resolutions and supporting documents needed to adopt modern articles.
How do we change our articles if our needs change later? +
You amend articles by special resolution of the members, which needs a 75 percent majority. You must then file the resolution and the full amended articles at Companies House within 15 days. The Amending Company Constitution sub-folder provides the resolution, board minutes and supporting letters to run the process properly. Charitable companies need prior written Charity Commission consent for certain regulated changes before they take effect.
We are forming a guarantee company or charity. Are the articles different? +
Yes. A company limited by guarantee has members who give a small guarantee instead of shareholders, so its articles must cover admission, resignation and voting of members rather than shares. A charitable company's articles must also satisfy Charity Commission expectations, including exclusively charitable purposes and limits on trustee benefit. Simply-Docs provides separate memorandum and articles templates for guarantee companies and charitable companies alongside the share company versions.
