Glossary · UK
What is Memorandum of Association?
A short legal statement signed by a company’s founding shareholders confirming they agree to form the company and become its first members.
Full Definition
A memorandum of association is the legal document by which a company's founding shareholders (subscribers) confirm their intention to form a company under the Companies Act 2006 and agree to become its first members, taking at least one share each. Since the Companies Act 2006 came into force in October 2009, the memorandum has been reduced to a simple, fixed-form statement -- it no longer sets out the company's objects, share capital, or internal rules, as it did under older company law. Those governance matters are now dealt with in the articles of association instead. The memorandum is filed once with Companies House as part of incorporation and is not amended afterwards -- it is essentially a historical snapshot of who agreed to form the company and is not a "live" governing document in the way the articles of association are. Companies formed before October 2009 have older-style memoranda that may still contain objects clauses and other provisions, which are now treated as if they were part of the articles unless the company has since updated them.