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Memorandum of Association UK: Guide for Founders

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Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Setting up a UK company involves a handful of foundational documents, and the memorandum of association is one of the first you will encounter. It is a short but legally significant statement made by the people forming the company, confirming that they want to incorporate and, where relevant, take shares in the new business. Since the Companies Act 2006 came into force, the memorandum has become a much simpler document than it used to be, but it still has a specific role in the incorporation process handled through Companies House. In this guide I want to walk you through what the memorandum actually does today, how it differs across company types, and where founders most often get confused.

What this document is

A memorandum of association is a formal declaration signed by the first members (called the subscribers) of a UK company. It records their agreement to form a company under the Companies Act 2006 and, in the case of a company limited by shares, their agreement to take at least one share each.

Under the current regime the memorandum is a fixed, historical record. Once the company is incorporated, it cannot be changed or added to. All the operational rules that govern how the company runs, such as director powers, shareholder meetings, and share transfers, now sit in the articles of association instead.

The memorandum itself is filed at Companies House as part of the incorporation paperwork, alongside form IN01 and the chosen articles. If you are forming a company online through the Companies House web service, the memorandum is generated automatically based on the details you enter, so many founders never see a paper version. If you are incorporating on paper or through an agent, a written memorandum signed by each subscriber is required.

How to use this document

  1. Decide on your company type. Before any paperwork is prepared, work out whether you are forming a private company limited by shares, a private company limited by guarantee, a public limited company, or a charitable structure. The memorandum wording varies slightly depending on the type, and this choice also affects the articles you adopt and the information Companies House will expect.
  2. Identify your subscribers. The subscribers are the first members of the company and their names appear on the memorandum. For a company limited by shares, each subscriber agrees to take at least one share on formation. For a company limited by guarantee, each subscriber agrees to contribute a nominal amount if the company is wound up. Make sure everyone listed is willing to be a founding member.
  3. Prepare the memorandum wording. The prescribed form of memorandum is set out in regulations made under the Companies Act 2006. It is short and standardised. If you are incorporating online, Companies House generates it for you. If you are doing a paper filing, you will need to produce a signed version that matches the statutory template for your company type.
  4. File the incorporation pack with Companies House. Submit the memorandum alongside form IN01, your chosen articles of association, and the incorporation fee. You can file electronically through the Companies House web service or by post. Electronic filings are usually processed within 24 hours, while postal submissions take longer and attract a higher fee.
  5. Store the memorandum with your company records. Once the company is incorporated you will receive a certificate of incorporation. Keep the memorandum with your statutory records. Because it cannot be amended after incorporation, it sits as a permanent record of who founded the company and on what basis.

Common questions

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Common questions

Q Is the memorandum of association the same as the articles of association?
No, they are two separate documents. The memorandum is a short, one-off declaration that the subscribers want to form the company and, where relevant, take shares. The articles of association are the detailed rulebook covering how the company is run day to day, including director decisions, shareholder rights, and meeting procedures. Only the articles can be amended after incorporation.
Q Can the memorandum be changed after the company is formed?
Under the Companies Act 2006, the memorandum is a fixed historical record and cannot be amended or added to once the company is incorporated. If you want to change how the company operates, you alter the articles of association instead, usually by a special resolution of the shareholders. Any provisions from older pre-2006 memoranda now take effect as if they were in the articles.
Q Do I need a solicitor to prepare a memorandum of association?
For most straightforward incorporations, no. The memorandum is a short, standardised document and Companies House generates it automatically during online incorporation. Legal input tends to be more valuable for the articles of association, shareholder agreements, or complex share structures. If your set-up involves multiple investor classes or unusual arrangements, speaking to a professional before filing is sensible.
Q What information does the memorandum actually contain?
Under the current rules the memorandum simply states that the subscribers wish to form a company under the Companies Act 2006 and, in a share company, agree to take at least one share each. It lists the names of the subscribers and is authenticated by each of them. It does not contain objects clauses, registered office details, or share capital information, which all sit in other filings.
Q Where do I file the memorandum of association?
The memorandum is filed with Companies House as part of the incorporation pack. If you incorporate online through the Companies House web service, the document is generated and submitted automatically. If you file on paper, you send the signed memorandum together with form IN01 and the articles of association. The current fee is published on gov.uk.
Q Does a charity need a different form of memorandum?
A charitable company, typically limited by guarantee, uses the same underlying memorandum format as any other guarantee company under the 2006 Act. The distinctive charitable wording, including objects and asset lock provisions, now sits in the articles of association rather than the memorandum. If you are setting up a charitable company, the articles are the document where the charity-specific drafting happens.
Q What happens if one of the subscribers refuses to sign?
Every subscriber listed in the memorandum must authenticate it for the incorporation to proceed. If a proposed founder pulls out before filing, you simply revise the list of subscribers and the share allocations before submitting to Companies House. If a dispute arises after incorporation, the memorandum itself cannot be changed, but the shareholder structure can be adjusted through share transfers or new issues.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.