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. It is a standard-format document that declares each subscriber’s intention to incorporate the company and become a member.
The articles outline 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 and create their own set of rules and regulations.
- What is the memorandum of association?
- What are articles of association?
- Can I create my own articles of association?
- Can I change the memorandum after company formation?
- Can I change the articles after company formation?
- How do I send my memorandum and articles to Companies House?
- Where can I get a copy of my limited company articles of association?
What is the memorandum of association?
The memorandum is a single-page document that the original members (shareholders or guarantors) 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 This is a historical document that will always remain the same, regardless of whether any original members leave or new members join the company.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, the memorandum will be submitted to Companies House along with the articles of association and the application to register a company. It is a public document that can be viewed by anyone via 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 consist 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 the following:
- How decisions can and must be made.
- The rights, duties and liability of members.
- The duties, responsibilities and powers of directors.
- Share capital – issuing and transferring 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 available from Companies House under the Companies Act 2006. This is the default articles for all private companies unless they choose or are required to create their own.
This standard version is simple and straightforward and can be adopted by private limited companies that issue only ordinary shares, and some companies limited by guarantee.
Model articles are usually a good option for small, basic companies that don’t require any specific provisions.
Bespoke articles are a better choice for companies with multiple share classes and more than one shareholder, because the document can be tailored to suit the specific objectives of a company and ensure all members are treated fairly in accordance with a shareholders’ agreement.
If a company wishes to alter the Model articles by adding, changing or removing any provisions, a copy of the bespoke 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 members. Companies must keep a copy of the articles at their registered office or SAIL address.
Can I create my own articles of association?
Yes, you can use your own bespoke articles. Simply include them in your application to Companies House. It is not recommended you draw up the Articles yourself, however – you should seek legal advice or assistance if this is your intention.
Can I change the memorandum after company formation?
No, this document can never be amended. 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.
Can I change the articles after company formation?
Yes, you can change the articles of a company limited by shares or guarantee at any time after incorporation. Changes must be agreed by a 75% majority of the company’s members who will cast their votes at a general meeting and pass a special resolution, unless entrenchment provisions are in place (which may have more onerous requirements for approval).
When changes have been agreed, a copy of the resolution and updated articles must be filed with Companies House within 15 days.
How do I send my memorandum and articles 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 Companies House paper application, you can adopt Model or bespoke articles. You must submit the memorandum and bespoke articles by post, but you do not have to include a copy of Model articles.
If you register your company online via 1st Formations, you can submit the memorandum and model articles electronically along with your application form. This is the quickest and easiest option for all types of companies adopting Model articles.
Where can I get a copy of my company’s articles of association?
You can download a copy of the Model articles online via Companies House. If you register through 1st Formations, we will provide you with a copy of the Model articles when your company has been incorporated.
If your company is already registered, you can view and download a copy of your existing articles 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.