Memorandum of Association Template for the UK
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What is a Memorandum of Association?
A Memorandum of Association sets out the fundamental rules for your company's existence when you register it with Companies House in England and Wales. It acts like your company's birth certificate and constitution rolled into one, stating your company's name, registered office location, and what your business aims to do.
Every limited company in the UK needs this legal document as part of its incorporation process. It tells shareholders, officials, and the public about your company's basic setup, including what kind of shares you can issue and any restrictions on your business activities. Since the Companies Act 2006, most companies now use a simplified, standard memorandum that focuses on these core details.
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 when registering a new company in England and Wales - it's a mandatory part of the incorporation process. Creating this document marks the official birth of your company and establishes its basic framework, making it essential before you can start trading as a limited company.
The Memorandum becomes particularly important when seeking investment, as potential investors often review it to understand your company's setup and limitations. You'll also refer to it when changing your company's structure, issuing new shares, or proving your company's legal status to banks, suppliers, or regulatory bodies.
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: Create and sign the Memorandum of Association when establishing their new business, setting out their initial intentions and company structure.
- Company Directors: Must understand and operate within the framework established by the Memorandum, ensuring company activities align with stated objectives.
- Shareholders: Rely on the Memorandum to understand their rights, company limitations, and share structure before investing.
- Legal Professionals: Draft and review the document to ensure compliance with Companies Act 2006 requirements.
- Companies House Officials: Review and process the Memorandum during company registration, ensuring it meets legal standards.
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.
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.
- Company Type: Clear statement of limited by shares or guarantee structure.
- 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.
- Guarantee Amount: Specified contribution from each member for companies limited by guarantee.
- Legal Compliance: Our platform 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 differs significantly from Articles of Association, though they work together as your company's core constitutional documents. While the Memorandum establishes your company's existence and basic identity, the Articles govern how your company operates day-to-day.
- Timing and Purpose: The Memorandum is created once at company formation and rarely changes, while Articles can be amended as your business evolves.
- Content Focus: The Memorandum states what your company is and its basic structure, while Articles detail how it runs, including director powers, shareholder rights, and meeting procedures.
- Legal Requirements: Under the Companies Act 2006, new companies need both documents, but the Memorandum is now simplified while Articles remain detailed and customizable.
- Practical Application: You'll reference the Articles frequently for operational decisions, but typically only need the Memorandum for formal proof of company existence.
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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.
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