Company Memorandum Template for England and Wales

When incorporating a company in England and Wales, you must prepare and file a Company Memorandum alongside your Articles of Association and other incorporation documents. This constitutional document serves as formal evidence of your intention to form a company and contains the fundamental information required by Companies House for registration under the Companies Act 2006.

When do you need this document?

You need a Company Memorandum whenever you are incorporating a new company in England and Wales. This applies whether you are forming a private limited company, public limited company, or company limited by guarantee. The memorandum is mandatory for all company formations and must be signed by each subscriber who wishes to become a founding member. You cannot complete the incorporation process without this document, as Companies House requires it as part of the standard incorporation package along with Form IN01, Articles of Association, and the required filing fee.

Key legal considerations

The Company Memorandum must contain three essential elements: the company name exactly as it will appear on the certificate of incorporation, a statement that the subscribers wish to form a company under the Companies Act 2006, and confirmation that the registered office is situated in England and Wales. Each subscriber must sign the memorandum and have their signature witnessed. The document creates a legal obligation for subscribers to take at least one share in the company upon incorporation. Once filed, the memorandum becomes a public document available for inspection at Companies House. Any errors in the company name or other details may result in rejection of the incorporation application or require costly rectification procedures.

Legal requirements in England and Wales

Under the Companies Act 2006, specifically Sections 8 and 9, the Company Memorandum must comply with prescribed statutory requirements. The company name must conform to the Company Names Regulations 2015, avoiding prohibited words and following proper formatting rules. The memorandum must be signed by each subscriber in the presence of at least one witness who must also sign and provide their name and address. Companies House requires the memorandum to be submitted electronically or on prescribed forms as part of the incorporation application. The document must be accompanied by the appropriate filing fee and cannot be amended once filed, though certain corrections may be possible through subsequent filings. Failure to comply with these requirements will result in rejection of the incorporation application.