Memorandum Private Company Limited By Shares

This memorandum of association is for a private company limited by shares. Under the Companies Act 2006, a UK company must have both a memorandum of association and articles of association.

A memorandum of association is the legal statement made by the founding members (the subscribers) when the company is incorporated. It must be in a prescribed form and authenticated by each subscriber. It is delivered to Companies House on incorporation.

What does Memorandum Private Company Limited By Shares do?

It records the subscribers’ agreement to form the company and become its first members. Once the company is incorporated, the memorandum becomes a historical record and cannot be changed.

Members may change over time and those changes must be recorded in the company’s register of members and on the public record, but the memorandum remains in its original form for the life of the company.

What does Memorandum Private Company Limited By Shares cover?

• The names of the subscribers (founding members)
• Confirmation the subscribers wish to form a company under the Companies Act 2006 and agree to become its first members
• For a company with share capital, confirmation that each subscriber agrees to take at least one share

When should you use Memorandum Private Company Limited By Shares?

• You want to incorporate a private company limited by shares and need a memorandum of association in the prescribed form
• You are applying to incorporate by post and need a stand-alone memorandum

Companies formed before 1 October 2009

Before the Companies Act 2006 regime took effect, a company’s memorandum could also include provisions that are now found in the articles of association, including any restrictions on what the company could do (the objects clause). For companies formed before 1 October 2009, those restrictions are now treated as part of the articles, not the memorandum.

ECCTA 2023: subscriber names

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 document reflects that requirement.

Choose the right version

This memorandum is for a company with shareholders and share capital. If you are forming a company limited by guarantee (including a charity company limited by guarantee), use the relevant memorandum instead:

• Memorandum For Private Company Limited By Guarantee
• Memorandum - Charity Company Limited By Guarantee

You will also need the company’s articles of association on incorporation. See: Articles of Association (Private Company Limited By Shares).

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