Memorandums of Association
A memorandum of association is filed on incorporation of a new company. It records that the initial subscribers wish to form a company under the Companies Act 2006, agree to become members, and (where the company has share capital) agree to take at least one share each.
The memorandum does not contain the company’s constitutional rules (those are set out in the articles of association). Once the company is incorporated, the memorandum becomes a historical record and cannot be changed.
This collection includes memorandum templates for common private company types: a private company limited by shares, a private company limited by guarantee, and a charitable company limited by guarantee.
These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006.
Memorandums of Association is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.
Frequently Asked Questions
I am registering a company by post. Where do I get a memorandum in the right form? +
The memorandum must be in the form prescribed under the Companies Act 2006, a short statement signed by every subscriber. If you incorporate online the memorandum is generated automatically from your application, but a paper application needs one prepared and enclosed. This Simply-Docs sub-folder provides compliant memorandum templates for a private company limited by shares, a company limited by guarantee and a charitable company limited by guarantee.
Can we change or update the memorandum after the company is incorporated? +
No. Once the company is incorporated the memorandum becomes a historical record of who formed it and cannot be amended. Anything you would once have changed in a memorandum, such as an objects clause in an older company, is now treated as part of the articles and is changed by amending the articles instead. Use the Amending Company Constitution templates for that process.
What does signing the memorandum actually commit me to? +
By authenticating the memorandum you agree to form the company, to become one of its first members and, if the company has a share capital, to take at least one share. It creates membership, not day to day obligations: your ongoing rights and duties come from the articles and any shareholders agreement. Every subscriber must sign before the application is delivered to Companies House.
Does our memorandum need an objects clause saying what the company does? +
No. Since the Companies Act 2006 a company's objects are unrestricted unless its articles deliberately restrict them, and the modern memorandum contains no objects clause at all. If your older company still has objects in its pre-2006 memorandum, those provisions are now treated as part of the articles and can be removed by special resolution. Charities are the main exception: a charitable company must restrict its objects to charitable purposes.
We are forming a company limited by guarantee. Is the memorandum different from a shares company? +
Slightly. The guarantee company memorandum records that the subscribers wish to form the company and agree to become members, but there is no agreement to take shares because a guarantee company has none. Members instead give a small guarantee, typically 1 pound, in the articles. Simply-Docs provides a dedicated memorandum for a company limited by guarantee and a version for a charitable company limited by guarantee.
