Memorandum of Association Template for the UK
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What is a Memorandum of Association?
A Memorandum of Association is a short legal statement, signed by the first members (the subscribers), confirming they wish to form a company and become members of it. In England and Wales it's filed with Companies House when you register a private company. It records that the subscribers agree to take at least one share each in a company limited by shares.
Since the Companies Act 2006, the memorandum is a fixed, prescribed form that cannot be changed after incorporation. It no longer carries the company name, registered office or objects; those now sit in the articles of association and in the information delivered to the registrar. The exact wording is set by the Companies (Registration) Regulations 2008, so every private company uses the same standard text.
Both private companies and public companies limited by shares file a memorandum in this prescribed form at the point of incorporation. GenieAI generates a compliant document tailored to your company details and reviews it against your own rules before you file, so it's ready to sign.
Sample clauses: standard wording in a UK memorandum of association
2. Association and Subscription for Shares
2.1 Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of [COMPANY NAME] LIMITED and to take at least one share.
2.2 Each subscriber shall take the number of shares set opposite that subscriber's name in the table below, each such share having a nominal value of [£1.00] and being paid up as to [the full nominal value] on [allotment / such date as the directors may determine].
2.3 The shares taken by the subscribers shall be [ordinary] shares carrying the rights and being subject to the restrictions set out in the articles of association adopted on incorporation.
2.4 This memorandum is authenticated by each subscriber in accordance with section 8 of the Companies Act 2006 and the Companies (Registration) Regulations 2008 (SI 2008/3014), and takes effect on the date of incorporation shown on the certificate of incorporation.
3. Relationship with the Articles and Status of Objects
3.1 The company's objects are unrestricted in accordance with section 31(1) of the Companies Act 2006, save that the company shall not carry on [any regulated activity within the meaning of the Financial Services and Markets Act 2000 / any business specified in Schedule [1]] without the prior written consent of [holders of not less than [75]% of the voting shares].
3.2 The company's name, the situation of its registered office in [England and Wales], its share capital and the rights attaching to its shares are governed by the articles of association and by the statements delivered to the registrar on incorporation, and not by this memorandum.
3.3 Where the company was incorporated before 1 October 2009, provisions of its former memorandum which are not of a kind specified in section 8 of the Companies Act 2006 are treated as provisions of its articles by virtue of section 28 of that Act.
3.4 This memorandum may not be amended after incorporation, and any change to the matters in clause 3.1 or 3.2 shall be effected by special resolution amending the articles.
Illustrative extract showing typical drafting under the law of England and Wales. Documents generated with GenieAI are tailored to your rules, standards and context.
Frequently Asked Questions
When should you use a Memorandum of Association?
You need a Memorandum of Association at one point in time only: when you register a new private company limited by shares in England and Wales. It's a mandatory part of incorporation and is filed alongside the application to Companies House. Because the wording is prescribed, it isn't a document you draft repeatedly; you complete it once, at formation.
The memorandum becomes relevant again when investors, banks, suppliers or a procurement team ask for proof of how the company was formed and who the founding subscribers were. When you raise investment or issue new shares, reviewers look at it to confirm the company's origin, then turn to the articles of association for the operating rules. Keep a signed copy with your other constitutional documents so you can produce it on short notice. There's no ongoing filing or renewal: once registered, the memorandum stands as a permanent record of formation.
What are the different types of Memorandum of Association?
- Company Limited By Guarantee Memorandum Of Association: Used by non-profit organizations and charities where members guarantee a nominal amount instead of holding shares.
- Memorandum Of Association Of A Real Estate Company: Tailored for property development and management activities.
- Memorandum Of Association Of Digital Marketing Company: Specifically structured for online business operations and digital services.
- Memorandum Of Association Of Healthcare Company: Adapted for medical services and healthcare-specific regulatory requirements.
Who should typically use a Memorandum of Association?
- Company Founders: Sign the Memorandum of Association as subscribers when forming their new business, confirming their intention to become members and take shares.
- Company Directors: Operate within the framework set by the constitution, keeping company activities aligned with its stated purpose.
- Shareholders: Rely on the memorandum and articles to understand their rights and the share structure before investing.
- Commercial and Operations Teams: Reference it to prove company status to banks, suppliers or a procurement team during onboarding, and to confirm who to contact among the founding members.
- Companies House Officials: Review and process the memorandum during registration to confirm it meets the standard prescribed form.
How do you write a Memorandum of Association?
- Company Details: Gather your proposed company name, registered office address, and type of company (limited by shares or guarantee).
- Business Purpose: Define your main business activities and any restrictions on operations.
- Share Structure: Decide on share classes, numbers, and nominal value if forming a company limited by shares.
- Subscriber Information: Collect full names and addresses of all initial shareholders or guarantors.
- Digital Platform: Use our automated system to generate a legally-compliant Memorandum, ensuring all mandatory elements are included correctly.
- Final Review: Check all details match your Companies House application forms before submission.
The prescribed wording set by the Companies (Registration) Regulations 2008 hasn't changed for 2026, so a memorandum generated today uses the same standard text you'd file in any recent year. If you need help confirming which company type applies, GenieAI reviews the document against your own rules before you sign.
What should be included in a Memorandum of Association?
- Company Name: Full legal name exactly as registered with Companies House.
- Registered Office: Complete address within England or Wales, and a contact point for official correspondence.
- Company Type: Clear statement of limited by shares or guarantee structure, and whether the company is private or public.
- Objects Clause: Description of permitted business activities and any restrictions.
- Share Capital: Details of share classes, numbers, and nominal values for companies limited by shares.
- Subscriber Details: Names, addresses, and signatures of initial members. Note that subscriber addresses filed on incorporation appear on the public register, so review your privacy preferences before you file.
- Guarantee Amount: Specified contribution from each member for companies limited by guarantee.
- Legal Compliance: GenieAI automatically includes all these elements in the correct format.
What's the difference between a Memorandum of Association and an Articles of Association?
A Memorandum of Association and Articles of Association are both constitutional documents, but they do different jobs. The memorandum records that the founding subscribers agreed to form the company and take shares. The articles set the rules for running it. Under the Companies Act 2006, a new company needs both.
| Feature | Memorandum of Association | Articles of Association |
|---|---|---|
| Purpose | Confirms the subscribers' agreement to form the company and become members | Governs how the company is run day to day |
| Timing | Signed once at formation | Adopted at formation and can be amended later |
| Content | Fixed, prescribed statement with subscriber details | Director powers, shareholder rights, share issues and meeting procedures |
| Changes after incorporation | Cannot be amended | Amended by special resolution |
| Typical use | Formal proof of how the company was formed | Referenced for operational decisions |
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About the Memorandum of Association
- Company Details: Gather your proposed company name, registered office address, and type of company (limited by shares or guarantee).
- Business Purpose: Define your main business activities and any restrictions on operations.
- Share Structure: Decide on share classes, numbers, and nominal value if forming a company limited by shares.
- Subscriber Information: Collect full names and addresses of all initial shareholders or guarantors.
- Digital Platform: Use our automated system to generate a legally-compliant Memorandum, ensuring all mandatory elements are included correctly.
- Final Review: Check all details match your Companies House application forms before submission.
The prescribed wording set by the Companies (Registration) Regulations 2008 hasn't changed for 2026, so a memorandum generated today uses the same standard text you'd file in any recent year. If you need help confirming which company type applies, GenieAI reviews the document against your own rules before you sign.
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