Memorandum and Articles of Association

Under the Companies Act 2006, all private limited companies registered in the UK are required to adopt certain legal documents which include:

• a ‘memorandum of association’ – a legal statement signed by all initial shareholders agreeing to form the company
• ‘articles of association’ – written rules about running the company agreed by the shareholders, directors and the company secretary

Memorandum of association

This document cannot be changed once the company is incorporated. This defines the company, including elements such as:

• company name and date of incorporation
• whether the company is limited by shares or by guarantee
• names and signatures of all subscribers

You can use the memorandum of association template from Gov.UK. Once the company has been registered you cannot update the memorandum.

Articles of association

The articles of association set out the rules according to which a company must be run and administered. They regulate a variety of matters such as:

• appointment of company directors
• issuing of new shares
• circumstances allowing forced sale of shares
• procedures relating to board meetings and shareholder decisions.

You can use standard articles which can be found on Gov.UK model articles

These cover:

• directors’ powers and responsibilities
• decision making procedures for directors
• appointment of directors
• shares and distributions
• decision making by shareholders
• administrative arrangements

You can write your own articles but, if you do, you cannot register your company online.