This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Learn what a Memorandum of Association is in England and Wales, what it contains, how it differs from articles of association, why it is legally required for company incorporation, and how it functions as part of a company's constitutional documents under the Companies Act 2006.
A Memorandum of Association is a core legal document in the process of forming a company in England and Wales. It plays a foundational role in incorporating a business with Companies House and confirms the agreement of its first members to create a company under the Companies Act 2006. Understanding what the memorandum is, what it contains, how it fits into the incorporation process and how it differs from other constitutional documents is essential for anyone setting up or studying company law.
What Is a Memorandum of Association?
The memorandum of association is a formal legal statement signed by the initial subscribers - the people who found and register the company - confirming that they intend to form a company under the Companies Act 2006 and agree to become members of that company. In companies limited by shares, the memorandum also confirms that each subscriber agrees to take at least one share in the new company.
It is required to be delivered to Companies House along with the application for registration and cannot be changed once the company is incorporated.
The Memorandum's Legal Role
Contractual Statement of Formation
At its core, the memorandum serves as a contractual acknowledgment by the original subscribers that they intend to form and become members of the company. This makes the company legally accountable to those initial members from the moment of incorporation.
Evidence of Incorporation
Because it must be submitted to Companies House with the incorporation application, the memorandum is one of the documents that confirm a company was properly formed under the Companies Act 2006. Without it, the registration cannot legally complete.
What the Memorandum Contains
In its modern form, the memorandum is short and standardised. It does not contain objects clauses, detailed capital information, director rules or ongoing company powers. Those matters are dealt with elsewhere - notably in the articles of association and the incorporation form itself (such as the ‘statement of capital').
Typically, the memorandum includes:
- Confirmation the subscribers wish to form the company;
- Names of each subscriber;
- In companies limited by shares, confirmation each subscriber accepts shares in the company.
When a company is incorporated online using the Companies House service, the memorandum is often generated automatically based on the subscription details provided, using prescribed wording and format set out in regulation.
How It Differs from the Articles of Association
It is common to confuse the memorandum with the articles of association, but they have distinct roles:
- The memorandum is essentially a historical record that shows who founded the company and that they agreed to do so; it does not deal with how the company should operate.
- The articles of association are the living constitutional document that sets out internal rules for running the company - for example, governance, director powers, share rights, decision‑making procedures and member meetings.
The memorandum remains unchanged after incorporation, whereas the articles can be amended after incorporation by following statutory procedures (usually by passing a special resolution).
Historical Context and Modern Changes
Historically - under earlier company law regimes - the memorandum contained much more information, including the company's objects (the activities it could legally carry out), authorised share capital and other provisions. These clauses often limited what a company could do; going beyond those limits could render a transaction ultra vires (“beyond its powers”) and void under traditional case law such as Ashbury Railway Carriage & Iron Co Ltd v Riche.
Since reforms introduced under the Companies Act 2006 and implementing regulations, those substantive elements have migrated to the articles of association or incorporation forms, and the memorandum has been simplified. This modern memorandum serves primarily as a foundational declaration, rather than a document defining ongoing corporate capacity.
Practical Steps to Prepare a Memorandum
Incorporating Online
When incorporating a company using the Companies House Web Incorporation Service or a company formation agent, the process typically automatically creates the memorandum using standard wording. Subscribers do not need to draft the document separately.
Incorporating by Post
If incorporation is done by post, subscribers must complete and sign the appropriate memorandum template and deliver it with the application and other required forms. The wording in the template must not be altered; any amendment can cause the application to be rejected.
Once the Company Is Incorporated
Once the company is incorporated:
- The memorandum becomes part of the company's public record on the Companies House register.
- It remains unchanged thereafter and is available for inspection or download by members of the public, third parties and potential investors or creditors.
- Changes to membership or shareholdings after incorporation do not affect the memorandum; those changes are recorded through statutory filings and register updates.
Common Questions
Can the memorandum be amended after incorporation?
No. The memorandum is a historic document and cannot be altered once the company is formed. If ownership, capital structure or governance needs to change, those matters are addressed through statutory registers, share transfers, resolutions and amendments to the articles, not the memorandum.
Do all companies need a memorandum of association?
Yes. Any company formed or registered with Companies House - whether private limited by shares, private limited by guarantee, or public limited company - uses a memorandum of association in its incorporation process. Sole traders and ordinary partnerships do not register with Companies House and do not have memoranda.
Who signs the memorandum?
Only the initial subscribers at the point of incorporation sign the memorandum. Later shareholders or members do not sign it; their membership is recorded through share allotments and statutory registers.
Why the Memorandum Matters Today
Although its role is more limited than in pre‑2006 company law, the memorandum of association remains a mandatory legal requirement to form a company. It provides clear evidence that the company was validly formed, identifies the founding members, and is part of the constitutional foundation of the company's legal identity.
For solicitors and students, the memorandum also provides a useful point of reference when tracing a company's history or verifying subscriber commitments at formation.
Key Takeaways
The Memorandum of Association is a statutory document required when incorporating a company in England and Wales. It is a simple but essential declaration by the initial subscribers confirming they intend to form a company under the Companies Act 2006, and, where applicable, will take at least one share each. It sits alongside the articles of association and incorporation documents, becomes part of the public register, and remains unchanged after incorporation. Understanding this document's purpose, content and limitations helps ensure a compliant and legally sound foundation for your company.
