When you incorporate a UK limited company, two foundational documents are created automatically: the Memorandum of Association and the Articles of Association. Together, they form the company's constitutional framework. Understanding what each one is and how they differ will help you manage your company properly from day one.
What is the Memorandum of Association?
The Memorandum of Association is a legal statement signed by all founding members (shareholders) at the time of incorporation. It confirms their intention to form a company and their agreement to become members by taking at least one share each.
Under the Companies Act 2006 (which applies to companies incorporated from October 2009 onwards), the Memorandum is a brief, fixed document. It cannot be amended after incorporation — if founding members change, the original Memorandum remains as historical record.
What Does the Memorandum Contain?
For companies incorporated under the Companies Act 2006, the Memorandum of Association simply states:
- The subscribers (founding shareholders) wish to form a company under the Companies Act 2006
- Each subscriber agrees to become a member of the company
- Each subscriber agrees to take at least one share in the company
Memorandum vs. Articles of Association
These two documents are often confused but serve very different purposes:
- Memorandum of Association: A fixed historical record of the founding of the company. Cannot be changed after incorporation.
- Articles of Association: The ongoing rulebook for how the company is governed — covering director powers, shareholder meetings, voting rights, dividend policy, and share transfers. Can be amended by a special resolution (75% shareholder majority) at any time.
Model Articles
Most small limited companies adopt the "Model Articles" provided by Companies House — a standard set of Articles of Association that covers all the essentials for a straightforward private company limited by shares. These work well for the vast majority of small businesses without modification.
Companies with more complex structures — multiple share classes, investor rights, bespoke governance arrangements — will need bespoke Articles drafted by a solicitor.
Where to Find Your Company's Documents
Your company's Memorandum and Articles of Association are filed at Companies House and are part of the public record. You can download them for free from the Companies House website by searching for your company name or registration number. Copies are also included in the company formation documents you receive when you incorporate.
Frequently Asked Questions
Can I change my Memorandum of Association after incorporation?
No. The Memorandum of Association is fixed at the date of incorporation under the Companies Act 2006 and cannot be amended. This is intentional — it provides an immutable historical record of the founding of the company.
Can I change my Articles of Association?
Yes. The Articles can be amended at any time by passing a special resolution — this requires at least 75% of voting shareholders to agree. The amended Articles must be filed at Companies House within 15 days.
Are the Model Articles suitable for all companies?
The Model Articles are suitable for most straightforward private companies limited by shares. They may not be appropriate if you have external investors with special rights, multiple share classes with different voting or economic rights, or complex governance arrangements.
Is the Memorandum of Association public?
Yes. Like most company documents, the Memorandum of Association is filed at Companies House and can be accessed by the public through the Companies House online register.
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