Call our team +44 (0) 207 566 3939


What is the memorandum of association?

What is a Memorandum of Association?

Updated August 2016.

A memorandum of association is a legal document that is drawn up when a company goes through formation. This is an important element of a company’s official paperwork and goes together with the companies articles of association.

Basically the purpose of a memorandum of association is to regulate a company’s external business activities and along with the articles of association used to form the company’s constitution. Since 2009 what you need to include on your memorandum has changed. However, you do still need to file a memorandum of association on formation.

The document itself will list the names of the shareholders or members, and will list the number of shares being held by each shareholder. It will also state what the liability is of its shareholders – limited by shares or guarantee, and will explain the types of contracts that the company will be allowed to enter into.

The memorandum can be amended to suit the company’s needs should things change over time, with the exception of anything that falls under corporate legislation, and there will be a prescribed procedure in place to follow to make any changes.

Being that the memorandum of association is a public document that is freely accessible to be inspected by any member of the public, most smaller companies or those who run their business from a residential address may choose to hire a registered office address to use on any forms that are to be made public. This would protect their residential address details from being displayed on public record.

Directors and shareholders who may also want to keep their private home address off public record can use a directors service address service. This can be used on any forms that go on the public register at Companies House and can save them from cold callers and unwanted junk mail.

The memorandum of association is a legal constitution that governs a limited company. It is normally referred to as the memorandum. It is a legal requirement in order for you to form a Limited Company.

The memorandum will inform Companies House of the name, the location of its registered office address, the objectives of the business, and what liability of its members is limited, and also how many shares are issued and the type.

As of October 2009 the memorandum is no longer part of a company`s constitution. It only now contains basic and limited information compared to prior. The memorandum is still required and necessary to be filed.

The memorandum is a statement that subscribers wish to form a new company and that they have agreed to become members of the company. By becoming subscribers they are entitled to the share capital and will be issued with a minimum of one share each.

What is no longer required in the memorandum?

  • You do not need to state the name of the company (i.e private limited, public limited)
  • You do not need to give the location of its registered office
  • You do not need to provide the objectives of the company
  • You do not need to show the authorised share capital

Companies formed before 1st October 2009

These are not required to change their memorandum to the new format. The details mentioned above are legally required to show in the Articles of Association.

Your Virtual Office London helps small businesses form companies. We are experts in helping novices become experts when they begin their first formation of a Limited Company. We also can advise if a Limited Company is the most suitable company type. We also help form Limited Liability Partnerships and Companies Limited by Guarantee. Why not give us a call today, we speak plain English with no jargon.

Related Category Posts

What Is the Right Business Partnership for You?

What Is the Right Business Partnership for You?

What Is the Right Business Partnership for You? When you’re starting a new company, you can either form a business partnership or try growing your business alone by becoming a sole trader.  If it’s not the latter, then it’s vital for you to understand the various...

read more
What Is Companies House?

What Is Companies House?

What Is Companies House? Your business idea has been conceived. A business address has been finalised. And now your business plan is put into practise. Throughout all these stages, the most important, and constant, body/organisation you’ll be dealing with...

read more
Is a Virtual Office Right for Your Business?

Is a Virtual Office Right for Your Business?

Is a Virtual Office Right for Your Business? In this modern digital age, is it time to ditch the idea of a traditional office structure? Many new start-ups are adopting the 'lean' method of operation where they only use the bare bones of a company structure to...

read more

Capital Office Ltd is registered in England and Wales: Registered Address: Kemp House 152 – 160 City Road London EC1V 2NX

Company Number: 06294297 | VAT No: 976201416 | ICO No: ZA084808 | Anti-money laundering registration number: XZML00000125126

© Copyright 2019 Capital Office Ltd - All Rights Reserved

Please click here to view the latest businesses using our address without authorisation.