Company Memorandum – What is its status?

What is the status of a company’s memorandum?

Since 1 October 2009, the memorandum of association no longer forms part of a company’s constitution. Nevertheless, a memorandum of association is still required to be filed in order to incorporate a new company.

The memorandum must be in a prescribed form and contains only limited information compared to the memorandum that was required prior to 1 October 2009.

Since 1 October 2009 the memorandum of association of a new company has been simplified and only states that the subscribers wish to form a company under the Companies Act 2006 and have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each.

For companies incorporated on and after 1 October 2009, the constitutional information that was previously set out in the memorandum - the location of its registered office, the type of company it is, its liability status, its objects and its authorised share capital (now obsolete) - is now set out in the articles. Note that for companies incorporated before 1 October 2009, these provisions of their memorandum will be automatically transferred and treated as provisions of their articles of association. Existing companies are not required to amend their memorandum and articles to reflect the changes, but they may do so if they wish.