What is a memorandum of association?

Definition of memorandum of association

A memorandum of association is a legal statement signed by shareholders or guarantors when they agree to form a limited company.

If you register your company online with Companies House, a memorandum of association will be created automatically. However, if you register by post you’ll need to use the government’s memorandum of association template to create one. You can’t update the memorandum once the company has been registered.

What does a memorandum of association include?

A memorandum of association includes the company’s name, address, names of shareholders and the distribution of shares. It notifies Companies House that each subscriber:

  • wishes to form a company under the Companies Act 2006
  • agrees to become a member of the company
  • agrees to take at least one share in the company

When registering a limited company, you’ll also need to submit articles of association.

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