Orr Litchfield

Solicitors and Business Lawyers

Memorandum of Association

What is a Memorandum of Association?

The Memorandum of Association (‘Memorandum’) is one of the two constitutional documents of a company in the UK – the other being the Articles of Association.  Every company must have a Memorandum.

The Memorandum is now a very simple document. Its only real function is to provide evidence of the identities of the subscribers as at the point of registration of the relevant company. It must be in the form prescribed by the Companies Act 2006 and include a statement that the subscribers wish to form a company under that Act and agree to become members of the company. In the case of a company with a share capital, the subscribers must agree to take at least one share each. It must be authenticated by each subscriber. It no longer has any other or continuing relevance. Its role was significantly reduced from 1st October 2009, when various provisions of the Companies Act 2006 came into effect.

Prior to 1st October 2009, the Memorandum was a more complex document which dealt with a number of key issues relating to the affairs of the company. It set out a company’s name, registered office location, objects, the extent of its members’ liability (for example, if it was limited and how) and, if it had a share capital, the amount of that capital.

Since 1st October 2009, the provisions of an existing Memorandum, which would no longer be required on forming a new company, are to be treated as provisions of the company's Articles of Association.