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What are Memorandum and Articles of Association?

When a company is incorporated, two additional legal documents are provided upon application. There are known as the Memorandum and Articles of Association, the purpose of these documents is to list the official members (subscribers) for the company and to set out the constitution in which the company will operate.

The details contained within the Memorandum and Articles of Association will explain various procedures for appointing and resigning officers, issuing shares, convening meetings along with a range of other secretarial procedures.

Companies can choose to adopt the Model Articles as prescribed by Companies House, alternatively they can amend specific provisions or entirely replace the Model Articles with their own set.

What is the Memorandum of Association?

The Memorandum of Association is a simple short-form document that will list the official founding members of the company (often referred to as subscribers). By physically or electronically signing this document the listed members are affirming their intention to be incorporated into the company and bound by the Articles of the company.

In the case of companies that are Limited by Guarantee (non-profits), the members guarantee a nominal amount (typically £1 Sterling) to the company, any personal liability is thereafter is limited. In the case of companies that are Limited by Shares the liability is limited to the nominal share value issued by the company on incorporation.

What are the Articles of Association?

The Articles of Association will usually follow the Memorandum and will set-out in detail the constitution to which the company will be governed. You can think of the Articles of Association almost as an instruction manual that the members of the company must adhere to when making changes.

The Articles will typically contain the following provisions:
  • Appointing and Resigning Directors
  • Issuing, revoking and re-denominating shares
  • The duties, rights and liability of the members
  • The powers granted to directors to execute documents and changes to the company
  • The number of directors required to serve the company.
  • The decision making process, e.g. how meetings are convened and voting conducted.
  • All other administrative matters affecting the company

Under the Companies Act 2006 a Model set of Articles are available to incorporate a new Limited Company. The Model Articles is a basic constitution that is suitable for a simple private limited company issuing only ordinary shares and without the need for complex arrangements that would often be required by companies with multiple officers and members.

A company can also adopt bespoke Articles of Association, these are usually more comprehensive and set-out further provisions for managing disagreements and ensuring that the members of the company are treated fairly. The Company Formation Wizard will always adopt a more comprehensive bespoke set of Articles for its clients unless otherwise requested.

The Articles of Association for a Limited company are available on the official public record provided by Companies House. A further copy should be retained at the companys Registered Office address or SAIL address.

How do I change the Articles of Association?

To change the Articles of Association the company must simply pass a special resolution following a general meeting. A special resolution will require 75% support by the voting members of the company.

The resolution along with the specific amended provisions or replaced articles then need to be delivered to the Registrar of Companies within 15 days.

You can find out more about changing your Articles of Association here

How I do submit my Articles of Association when forming a new company?

If you form your company using our own Company Formation Wizard we will adopt an amended set of Articles and deliver this to Companies House along with your application. Our systems will automatically insert the particulars for your company in the relevant places before the documents are delivered to Companies House.

If you would prefer to download your own Articles of Association so that they can be amended and submitted via a paper application you can obtain a set of Articles using our DIY company registration template pack.

Can I submit my own custom Articles of Association?

Yes, if you incorporate your company using The Company Formation Wizard you can provide your own bespoke Articles of Association. On the application you will find a box to specify that you will be using your own Articles and we will then put the application on hold and contact you with further instructions.

How do I get a copy of my companys Articles of Association?

If you incorporated your company with us then you will find a copy of your Articles in Rich Text Format (RTF) within your Company Formation Wizard control panel.

If you you didnt form your company with us then you should still be able to get an image copy of your Articles direct from Companies House.
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