All companies in the UK are legally required to have a memorandum and articles of association. These governing documents are produced during the company formation process and registered at Companies House.
The memorandum of association is a legal statement that contains the names of the founding members (shareholders/guarantors). It is a standard-format document that declares each subscriber’s intention to incorporate the company and become a member.
The articles of association is a document that outlines the rules about how a company must be run. Companies may choose to adopt Model articles from Companies House, or they can make alterations to this standard document to create their own set of rules and regulations.
What is the memorandum of association?
The memorandum is a single-page document that the original members of a limited company must subscribe (add) their names to. By signing this document, the subscribers are stating their intention to form a company and become part of it.
The format of this legal document cannot be altered prior to company formation, nor can subscribers’ names be changed or removed after incorporation. This is a historical document that will always remain the same, regardless of whether any original members leave or new members join the company.
At the time of company formation, both the memorandum and articles of association will be submitted to Companies House along with the application to register a company. It is a public document that anyone can view online at Companies House. All companies must keep a copy of the memorandum at their registered office or SAIL address.
What are articles of association?
The articles of association consists of multiple pages and it forms the constitution of a limited company. This document is essentially an internal rulebook that states the way in which a company should be structured and managed in terms of:
- how decisions can and must be made
- the rights, duties, responsibilities, and liability of members
- the duties, responsibilities, and powers of directors
- share capital – i.e., issuing and transferring company shares.
- distribution of profits
- appointing and removing directors
- whether a company secretary is required
- all other administrative matters relating to the company
Model articles are prescribed by the Companies Act 2006 and are available from Companies House. There are three versions of these default articles to cater to private companies limited by shares, private companies limited by guarantee, and public limited companies (PLCs). All companies adopt the relevant Model articles unless they create their own version.
These standard articles are simple and straightforward, but they are only suitable for private limited companies that issue only ordinary shares, and certain limited by guarantee companies and PLCs.
Model articles are usually a good option for small, basic companies that don’t require any specific provisions – especially those with just one director and shareholder.
Bespoke articles are a better choice for companies with multiple share classes and more than one shareholder. The document can be tailored to suit the specific objectives of the company and the varying rights of its members. Bespoke articles also ensure that all members are treated fairly and in accordance with any shareholders’ agreements that are created.
If a company wishes to alter the Model articles by adding, changing, or removing any provisions, a copy of the altered articles must be provided to Companies House during the incorporation process.
A company’s articles will be displayed on public record. They can be changed at any time after incorporation at a general meeting of the members. Companies must also keep a copy of their articles at their registered office or SAIL address.
Can I create my own articles of association?
Yes, you can create your own bespoke articles. Simply include them with your application to Companies House. However, it is not recommended to draw up articles yourself. It can be complex, so you should seek legal advice or assistance if this is your intention.
Can I change the memorandum and articles of association after company formation?
The memorandum can never be changed. Members may come and go, and such details must be updated in your company’s statutory register of members and on public record, but the memorandum will remain in its original form for the life of your company.
You can, however, change the articles of a limited company at any time after company formation, unless entrenchment provisions are included in amended articles (which may forbid changes or stipulate more onerous requirements for approval).
If no restrictions are in place, changes to the articles can be made by special resolution, which requires a 75% majority of members’ votes to be passed. Members cast their votes at a general meeting or by written resolution.
When changes have been agreed, a copy of the resolution and updated articles must be filed at Companies House within 15 days of the resolution.
How do I send my memorandum and articles of association to Companies House?
If you register your company online using Companies House Web Incorporation Service, you must adopt Model articles. You will simply be required to submit the memorandum online. Companies House does not require a copy of Model articles.
If you register your company using a paper application (Companies House form IN01), you can adopt Model or bespoke articles. You must submit the memorandum and bespoke articles of association by post, along with your application form. If you use Model articles, you do not have to include a copy.
If you register your company online via 1st Formations, you can submit your memorandum and articles of association (Model, amended, or bespoke) electronically with your application form. This is the quickest and easiest option for all types of companies.
Where can I get a copy of my company’s memorandum and articles of association?
You can download a copy of your memorandum and articles of association online via Companies House. If you register through 1st Formations, we will provide you with a copy of these documents when your company has been incorporated.
If your company is already registered, you can view and download a copy of your memorandum and articles of association via 1st Formations’ Online Company Manager. Simply sign in to your existing online account (if you have one with us) or create a free account and import your company onto our system.