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What are the Articles and Memorandum of Association?

If you want to form a limited company, in addition to Form IN01 (application to register a company), you must also provide a copy of your company Memorandum and Articles of Association to Companies House.

Memorandum of Association
Put simply, the Articles outline how the company will be run, and the Memorandum contains the details of all company subscribers.

Since the implementation of the Companies Act 2006, the Memorandum has become a far less important document, as the provisions previously contained within the Memorandum now form part of the Articles.

Articles of Association

The Articles govern the running of a company, and can include any number of terms, including: limitations on the power of the directors, details of the different share classes and the rights which come with each class, restrictions on share transfers, clauses related to how conflicts of interest are dealt with, pre-emption rights, the procedure for calling and running meetings, and how decisions are made and recorded.

When you first set up a company, you can elect to use the Companies House model articles, submit model articles with amendments, or provide your own bespoke articles.

If the company directors wish to change or replace the Articles, the shareholders must first pass a special resolution

In order to amend or replace the Articles of Association, a special resolution of the shareholders is required.

You can download the model articles from Companies House here.

Memorandum of Association

The Memorandum contains a statement by each subscriber confirming that they intend to form, and become a member of a limited company.

Assuming you are forming a company limited by shares, then each member must also agree to take at least one share.

The document also contains the name of each initial subscriber, and the total number of shares they own.

You can download Memorandum examples from Companies House as follows (PDF format):

  • Limited companies with share capital – click here
  • Limited companies without share capital – click here

Further Information

Find our more about the Articles of Association on the Department of BIS site – this contains some useful FAQs regarding the type of Articles you use, and how to make changes in the future.

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