Memorandum & Articles Of Association Template for England and Wales
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What is a Memorandum & Articles Of Association?
A company's Memorandum and Articles of Association are its founding constitutional documents, filed with Companies House on incorporation under the Companies Act 2006. The memorandum records the subscribers' intention to form the company, while the articles govern its internal management, setting out director powers, share rights, meeting procedures, and decision-making rules. Getting the articles right at the outset avoids costly amendments and disputes as the company grows.
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Frequently Asked Questions
What is the difference between a Memorandum and Articles of Association in England and Wales?
Since the Companies Act 2006, the memorandum is a short historical document signed by the founding subscribers stating their intent to form a company. It no longer sets out the company's objects or capital. The articles of association are the ongoing constitutional document governing how the company is run, covering director powers, shareholder rights, share transfers, and meeting procedures.
Do I have to draft bespoke articles or can I use model articles?
Companies House accepts the statutory model articles prescribed by the Companies (Model Articles) Regulations 2008, which apply by default if you do not file bespoke ones. Model articles are suitable for straightforward private companies, but businesses with multiple share classes, complex governance arrangements, or investor protections typically need tailored articles to reflect their specific requirements.
Can the articles of association be changed after incorporation?
Yes. Under the Companies Act 2006, a company can amend its articles by passing a special resolution, which requires at least 75% of voting shares. The amendment must be filed at Companies House within 15 days of passing. Some provisions may be made entrenched, requiring an even higher threshold or additional conditions, provided this is stated in the original articles.
What matters should bespoke articles address that the model articles do not?
Common additions include class rights attaching to different share types, drag-along and tag-along provisions, restrictions on share transfers, weighted voting rights for founders, matters requiring shareholder consent, dividend policies, and deadlock resolution mechanisms. Investment rounds almost always require bespoke articles to accommodate investor protections and preference share rights.
Are the articles of association a public document?
Yes. Once filed at Companies House, the articles form part of the public register and anyone can download them. If confidential governance arrangements are needed, parties sometimes use a separate shareholders' agreement, which is a private contract and does not need to be registered. The two documents work together, but the shareholders' agreement takes precedence between the parties where they conflict.
Can a sole director company use the model articles without modification?
Broadly yes, but the model articles for private companies assume a board of at least two directors for quorum purposes, which can cause problems for single-director companies. A bespoke provision should be added confirming that a sole director can act alone to avoid unintentional governance failures where the company has only one director at any given time.
What is the relationship between a shareholders' agreement and the articles of association?
The articles are a public constitutional document binding on the company and all members. A shareholders' agreement is a private contract between specific shareholders and, sometimes, the company. Where both documents cover the same matter, the courts in England and Wales will generally give effect to both, but where they conflict, the articles govern the company's internal conduct while the shareholders' agreement may give rise to contractual claims between the individual parties.
How long does it take to incorporate a company at Companies House?
Online incorporation through Companies House is typically completed within 24 hours. Same-day incorporation is available for an additional fee. Paper applications take longer, usually several working days. Once incorporated, the company receives a certificate of incorporation and the articles as filed become its constitution from that date.
About the Memorandum & Articles Of Association
When establishing a corporation in the United States, you need comprehensive governing documents that define your company's legal structure and operational framework. The Memorandum & Articles of Association serves as your corporation's constitutional charter, combining external relationship definitions with internal governance rules to create a legally compliant corporate entity.
When do you need this document?
You require this document whenever incorporating a new company, whether forming a Delaware C-corporation for venture capital funding, establishing a closely-held family business, or creating a subsidiary for an existing enterprise. It's essential when shareholders need clear definitions of their rights and obligations, when establishing board governance structures for investor relations, or when ensuring compliance with state filing requirements. The document becomes particularly critical during equity financing rounds, as investors scrutinize governance provisions and share class structures defined within these articles.
Key legal considerations
Your Articles must carefully define authorized share capital and share classes, as these provisions directly impact future fundraising and ownership dilution. The objects clause should be sufficiently broad to accommodate business evolution while remaining specific enough to satisfy regulatory requirements. Director powers and appointment procedures require precise drafting to prevent governance disputes, particularly regarding fiduciary duties and conflict of interest management. Shareholder voting rights, dividend entitlements, and transfer restrictions must align with your business strategy and investor expectations. Consider including anti-dilution provisions, tag-along rights, and drag-along clauses if anticipating future investment rounds.
Legal requirements in United States
Under Delaware General Corporation Law and similar state statutes, your Articles must include the corporation's name, registered office address, authorized share capital details, and incorporator information. Federal securities laws require careful consideration of share issuance and transfer provisions to avoid inadvertent public offerings under the Securities Act of 1933. The Sarbanes-Oxley Act imposes additional governance standards for public companies, affecting board composition and audit committee requirements. State-specific requirements vary significantly—Delaware offers flexibility and established case law, while other states may impose different notice periods, voting thresholds, or disclosure obligations. Your Articles must also address Internal Revenue Code considerations, particularly S-corporation election restrictions and qualified small business stock requirements that can provide significant tax advantages to shareholders.
GOVERNING LAW
Applicable law
This Memorandum & Articles Of Association is drafted to comply with England and Wales law. Key legislation includes:
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