Forming a company – Articles and Memorandum of Association

If you want to form a new company, alongside the Companies House application itself (IN01), you must also file Articles and a Memorandum of Association. Here, we explain what these documents are, and how to submit them.

Whichever method you choose to incorporate a company (directly via Companies House, via a formations agent, or an accountant), you will have to supply the same documentation to the Registrar.

All of the fine details relating to your proposed company formation are contained in the application form (IN01), including the company name, address, and details of shareholders and officers.

Here, we take a look at the other two components of the formation application:

The Memorandum includes the name of every subscriber to the new company and notes their intention to set up the new enterprise.

The Articles act as a ‘rule book’, governing how all main aspects of running the company should happen, in practice

Most of our readers won’t have to formally submit either a Memorandum or Articles of Association to Companies House. These will automatically be submitted as part of the standard formation process – whichever method of incorporation you decide upon. We’ve provided this article for completeness’ sake – for anyone thinking of setting up a company.

Memorandum of Association

Prior to the implementation of the Companies Act 2006, the Memorandum was a much more substantial document. Under the 1985 Act, information including the company’s name, registered office, share capital, and shareholders were also included.

The Memorandum is now a simple document confirming that the initial subscribers wish to form a new company, agree to become members and, where the company has share capital, to take at least one share each.

The document contains the following details:

• The company name.
• Date of incorporation.
• Whether the company is limited by shares or guarantee.
• The following statement: “Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company and to take at least one share.”
• Names and signatures of all subscribers.

You can download a template for companies with or without share capital from Companies House.

All the information collected by the pre-CA 2006 Memorandum is now contained within the IN01 application form.

Articles of Association

The Articles act as the ‘rulebook’ for how a limited company is to be run. They include things like:

• The appointment (and termination) of company officials – directors and secretaries.
• The role and responsibilities of directors, and their powers.
• How directors’ decisions are made, including conflict resolution.
• How shares are issued and distributions (dividends) made.
• How shareholders’ decisions are made, including meetings, voting, amendments, etc.
• The relationship between shareholders and the company.
• Company administration issues, such as insurance matters.

Many companies opt to use the ‘Model’ articles provided by Companies House, the registrar of all UK companies. You can see examples here.

If you decide not to use the Model articles, you can’t incorporate the company online. Instead, you will need to submit a physical (postal) application. Your accountant, solicitor, or formations agent will arrange this on your behalf.

Further thoughts

• Your Articles should be kept at your company’s registered address.
• If your company decides to change its Articles of Association, the directors need to inform all shareholders. A general meeting will be required to make the change via a special resolution (requiring at least a 75% agreement). Subsequently, the revised articles, plus proof of the resolution need to be sent to Companies House within 15 days.
• If you have a shareholders’ agreement, you (or your solicitor) should ensure that it aligns with the terms of the Articles.
• Make sure you read our popular guide – 10 things you should know before setting up a limited company.