Memorandum of Association UK: What It Is & How to File
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If you are forming a private company limited by shares in England and Wales, the Memorandum of Association is one of the documents you cannot skip. It is short, it is formal, and it sits at the very start of a company's life.
The role it plays today is quite different to the role it had before the Companies Act 2006 reforms took effect, and a lot of founders I speak to are unsure what the document actually does now. This page walks through what the modern Memorandum is, what it contains, what it no longer contains, and how it fits alongside form IN01 when you file at Companies House.
If something here raises a question specific to your own incorporation, a phone call with an experienced legal adviser is often the quickest way to get clarity.
What this document is
The Memorandum of Association is a short founding declaration signed by the first members (known as subscribers) of a new company. It confirms that those people want to form a company under the Companies Act 2006, that they agree to become members, and, where the company has a share capital, that each of them agrees to take at least one share on incorporation.
From 1 October 2009 onwards, the Memorandum stopped forming part of the company's constitution. That role is now held almost entirely by the Articles of Association. However, the Memorandum is still a required filing. Without it, Companies House cannot process the incorporation.
In practical terms, it has become a simple historical record of who the original members were and their intention to form the company, rather than a document you keep referring back to once trading begins. Most new companies today use the statutory form of wording prescribed by regulations, which is just a few lines long and signed by every subscriber.
How to use this document
- Decide on the subscribers. Identify every person or corporate body who will become a founding member of the company on day one. Each subscriber will need to sign the Memorandum and will appear on the public register at Companies House as one of the first shareholders of the company.
- Prepare the Memorandum in the prescribed form. Use the statutory wording set out in the regulations made under the Companies Act 2006. The text is short and standardised: it names the company, confirms the subscribers want to form a company under the Act, and records that each takes at least one share where there is share capital.
- Obtain signatures from every subscriber. Each subscriber must sign the Memorandum. For electronic incorporations via the Companies House web service, an authentication statement is generated on their behalf, so a wet-ink signature is not always required. For postal submissions on paper, actual signatures are needed.
- Complete form IN01 and the Articles. The Memorandum is filed together with form IN01 (the application to register a company) and a copy of the Articles of Association, unless you are adopting the unamended model articles. IN01 captures the registered office, directors, people with significant control, and initial shareholdings.
- Submit to Companies House with the fee. File the full pack with Companies House and pay the applicable registration fee. Fees and turnaround times vary depending on whether you file online or by post, so check gov.uk for the current amount and expected timescale before you send anything in.
Common questions
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.
Common questions
Q Is the Memorandum of Association still legally required?
Yes. Even though it is no longer part of a company's constitution, the Companies Act 2006 still requires a Memorandum of Association to be delivered to Companies House when you incorporate a new company in England and Wales. Without it, the incorporation application cannot go through. The modern Memorandum is much shorter than the pre-2009 version and follows a prescribed statutory format.
Q What is the difference between the Memorandum and the Articles?
The Memorandum is a one-off founding document confirming the subscribers' intention to form the company and become its first members. The Articles of Association, by contrast, are the company's rulebook: they govern how the company is run, how directors make decisions, how shares are issued, and how meetings are held. The Articles can be amended over time; the Memorandum cannot.
Q Do I still need to include an objects clause?
No. Under the Companies Act 2006, a company's objects are unrestricted by default unless the Articles specifically restrict them. The old ultra vires problem, where a company acting outside its stated objects risked unenforceable contracts, no longer affects most companies. If you want to limit what your company can do, you set that out in the Articles rather than the Memorandum.
Q Does the Memorandum set the authorised share capital?
No. The concept of authorised share capital was removed for companies incorporated under the 2006 Act. The Memorandum simply records that each subscriber agrees to take at least one share where the company has a share capital. The actual number and value of initial shares is captured on form IN01 in the statement of capital section.
Q Can I change the Memorandum after incorporation?
In practical terms, no. The modern Memorandum is a historical record of what the subscribers agreed on the day the company was formed, so it is not something you update. If you need to change how the company operates, you amend the Articles of Association instead, typically by a special resolution of the members filed with Companies House.
Q Do I need a solicitor to prepare the Memorandum?
For a standard private company limited by shares, the Memorandum follows a prescribed statutory form and most incorporation services generate it automatically. Professional input is more commonly useful for the Articles of Association, shareholders' agreements, or unusual share structures. If you are unsure what your setup should look like, a call with an experienced legal adviser can help you think it through.
Q How is the Memorandum filed, online or on paper?
Both routes are available. Online incorporations via the Companies House web service generate the Memorandum automatically and use electronic authentication in place of signatures. Paper incorporations using form IN01 require a physical Memorandum signed by every subscriber. Online filing is usually faster and cheaper. Check gov.uk for the current fees and processing times before you choose.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £149.
Sources
This guide is based on primary UK law and official guidance.
- LegislationCompanies Act 2006legislation.gov.uk
- Guidance · UK GovCompanies House form IN01 (application to register a company)gov.uk
- Guidance · UK GovIncorporate a private limited company – guidancegov.uk
- Guidance · UK GovModel articles of associationgov.uk
Legal helpline
Unsure how your new company should be set up?
Incorporating a company looks simple on the surface, but the choices you make on day one about shares, subscribers, and Articles can be hard to unwind later. An experienced legal adviser can talk you through what the options mean based on what you describe on the call, so you go into the filing with fewer question marks.
- A plain-English walk-through of the Memorandum and how it fits with IN01
- Practical perspective on your subscriber and shareholding setup based on what you describe
- Answers to your specific questions about forming a UK private limited company
- Clarity on what to prepare before you file at Companies House
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.