Memorandum Private Company Limited By Shares

Both a memorandum of association and articles of association are required for a company formed in the UK under the Companies Act 2006. 

The memorandum of association is a legal statement that contains the names of the founding members and confirms that the subscribers wish to form a company under the Companies Act and agree to become its first members. In the case of a company with a share capital, they undertake to subscribe for at least one share each. The memorandum must be in a prescribed form and must be authenticated by each subscriber. It must be delivered to Companies House and becomes a historical document of record that cannot be changed. Members may come and go, and such details must be updated in a company's register of members and on the public record, but the memorandum will remain in its original form for the life of the company.

Note that before the Companies Act 2006 came into force a company's memorandum included provisions that now fall within the articles of association. This included any restrictions on what a company could do (the objects clause). For companies formed before 1 October 2009 these restrictions are now treated as being part of the articles and not the memorandum.

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 the template has been updated accordingly.

Many companies will be incorporated digitally and the memorandum will be generated automatically as part of the online incorporation procedure. This template may be used for those wanting to apply by post.

Memorandum Private Company Limited By Shares is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.