What is a Memorandum of Association?

The Memorandum of Association is one of the three documents you need to complete when registering a new limited company. The other two items you need to submit are Form IN01 and the Articles of Association.

In simple terms, the Memorandum of Association records the intention of each initial subscriber to form a new limited company.

For companies limited by shares, it also records the intention of those subscribers to take out at least one share in the company upon incorporation.

Since the company formation process was simplified following the implementation of the Companies Act 2006, the Memorandum is a far shorter document than it was previously.

Information previously captured via the Memorandum has now been moved to the other two company incorporation documents – Form IN01 and the Articles of Association.

Content of the Memorandum of Association

The wording used within a Memorandum is predetermined, and cannot be amended, regardless of the addition or removal of members over the lifetime of the company.

The new format came into effect on 1st October 2009, through The Companies (Registration) Regulations 2008 and are as follows;

For companies with share capital

For limited companies with share capital, the following wording must be used for the Memorandum of Association:

Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company and to take at least one share.

For companies without share capital

The Memorandum of Association for companies without share capital must use the following text:

Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.

An entry is then made for each subscriber, and dated before submission to Companies House, alongside the following details:

• Registered name of the limited company.
• Date of subscription.
• The Act under which the incorporation is governed (Companies Act 2006).
• Is the company limited by shares or guarantee?
• The names of each subscriber (the founding members).

Memorandum – templates for paper submissions

If you set up your company online, the Memorandum of Association will be automatically created for you.

If you register via post, you can download Pro-forma versions of the Memorandum of Association from Companies House via the following pages of the GOV.UK website:

• For companies with share capital – here (PDF).
• For companies without share capital – here (PDF).

 

You will find all the advice and help you need to set up a company on ByteStart, including;

• How to set up a limited company
• 10 advantages of running your business as a limited company over being a sole trader
• The Confirmation Statement: What is it, and how do I file it with Companies House?
• How are limited company dividends taxed?
• The responsibilities of a company director