Memorandum Of Association At Companies House Explained

Incorporating a company in the UK comes with a handful of core documents. One that often raises questions is the memorandum of association.

Don’t worry - it’s much simpler than it sounds. The memorandum is a short, historic record that confirms the founding shareholders (or guarantors) agreed to form the company. It’s created at the point of incorporation and then filed at Companies House.

In this guide, we’ll unpack what the memorandum of association is, how it relates to your other company documents, where to find it at Companies House, and the practical steps to keep your corporate records tidy and investor-ready.

What Is A Memorandum Of Association?

The memorandum of association (sometimes shortened to “memorandum” or “MOA”) is a formal statement by your company’s initial subscribers (the people who set it up) confirming they agree to form a company under the Companies Act 2006.

In plain English: when you incorporate, each subscriber is saying “we’re creating this company” - and the memorandum captures that agreement in one page.

Key points to understand:

• It is created at incorporation and filed with Companies House.
• It’s a historic document - it is not a living, changeable set of rules.
• For most modern incorporations, Companies House generates the memorandum automatically using its prescribed wording.
• It sits alongside your certificate of incorporation and your articles of association as part of your incorporation pack.

The memorandum exists for companies limited by shares and companies limited by guarantee (including most charities that use that structure). It doesn’t apply to sole traders or partnerships.

Memorandum Of Association Vs Articles Of Association

It’s easy to mix up the memorandum of association with the articles of association. They are different documents with different jobs:

• Memorandum of association: one-page, historic record that confirms the founding members agreed to form the company. It doesn’t change over time.
• Articles of association: the living rulebook for how your company operates (director powers, share rights, decision-making, transfers, pre-emption, etc.). You can adopt bespoke Articles of Association tailored to your startup or stick with model articles - and you can change them later if you follow the correct process.

If you want to update how your company is governed (for example, to add drag-along/tag-along rights, tighten share transfer rules or create different share classes), that’s a change to the articles - not the memorandum. Changes to the articles usually require a shareholder vote by special resolution (typically 75% approval), so it’s worth brushing up on ordinary vs special resolutions and when a special resolution is needed.

What Does The Memorandum Of Association Include?

Today’s memorandum is short and standardised. For an online incorporation, Companies House uses a prescribed form. Typically, it includes:

• The company’s name.
• Confirmation that each subscriber wishes to form the company.
• The names (and sometimes addresses) of the initial subscribers.
• For companies limited by shares: confirmation each subscriber agrees to take at least one share.
• The date of incorporation (as part of the filing record).

That’s it. It’s not where your object clauses, director powers or share rights live - those are in your articles. Statutory details like your registered office, statement of capital and PSC information are submitted on the incorporation form and maintained through your ongoing filings, not through the memorandum.

How To Get The Memorandum From Companies House (And When You’ll Need It)

You’ll first receive your memorandum when the company is incorporated. After that, you can retrieve a copy any time from the public register:

• Search your company on Companies House (Find and update company information).
• Open the “Filing history”.
• Download the incorporation documents - the memorandum is included in that pack.

You may be asked for your memorandum by banks (as part of account opening), grant providers, investors or advisers who want the full set of incorporation documents alongside your certificate of incorporation and articles.

Practical tips:

• Keep a clean corporate records pack. Store the memorandum, certificate of incorporation, current articles, any shareholder resolutions, share certificates and statutory registers in one place. It makes diligence and admin far smoother.
• Memorandum errors are rare. Because Companies House now auto-generates the wording for online filings, mistakes are uncommon. If there is a genuine issue, speak to a lawyer promptly about options.
• Remember: you don’t “update” the memorandum. If your ownership changes, you record that through your registers, confirmation statements and applicable filings - not by altering the memorandum.

How The Memorandum Fits With Your Other Company Documents

Think of the memorandum as the “birth certificate” of the company - a static record created on day one. The documents that do the heavy lifting from then on are your operational and compliance documents. In particular:

• Articles of association. Your operating rulebook. As your business grows, you may want to replace model articles with bespoke rules that reflect investor expectations and your share structure.
• Shareholders Agreement. While not legally required, this private contract between shareholders and the company covers matters the articles often don’t fully address (founder vesting, dispute resolution, information rights, leaver provisions). If you’re taking on co-founders or investors, it’s sensible to have a robust Shareholders Agreement in place.
• Share subscription / investment paperwork. When issuing new shares, you’ll typically use a Share Subscription Agreement and pass the appropriate board/shareholder resolutions. This paperwork works alongside your articles to record the deal and the new share allotment.
• Statutory registers and share certificates. You must maintain accurate registers of members, directors and PSCs, and issue share certificates following allotments or transfers. If you need a refresher on the basics, see Share Certificates & Member Registers.
• PSC records. UK companies must identify and record Persons with Significant Control. It’s a core compliance obligation and should be kept up to date as ownership or control shifts. Our guide to People With Significant Control explains what counts as “significant control”.

Keeping these documents aligned will save you time (and stress) during bank onboarding, grants, investor due diligence and any future sale process.

Common Founder Questions About The Memorandum

Can I Change Or Update The Memorandum Of Association?

No. The memorandum is a historical record and isn’t amended after incorporation. If your shareholders change, record that through your statutory registers, filings and resolutions - not by altering the memorandum.

Do LLPs, Sole Traders Or Partnerships Have A Memorandum?

Only limited companies (by shares or guarantee) have a memorandum of association. Sole traders and traditional partnerships don’t file one. Limited liability partnerships (LLPs) follow a different regime.

Does Every Shareholder Sign The Memorandum?

Only the subscribers (the people who form the company at the point of incorporation) are listed on and “sign” the memorandum. Later shareholders do not sign the memorandum; their ownership is recorded through share allotments/transfers, company registers and share certificates.

Do I Need Witnesses Or Wet Signatures?

For online incorporations, Companies House uses an electronic form and auto-generates the memorandum with standard wording - no wet signatures or witnesses required. Paper incorporations may involve signatures, but this isn’t the same as executing a deed. If you’re navigating wet ink versus e-signature for other corporate paperwork, this short primer on executing contracts and deeds and who can witness a signature can help you avoid common mistakes.

Will Banks Or Investors Ask For The Memorandum?

They might. In practice, banks and investors usually want your entire incorporation pack: certificate of incorporation, memorandum, current articles, cap table and any shareholder resolutions relating to share issues. They’ll also want your registered number handy - if you’re ever unsure where to find or how to use it, here’s a quick guide to company registration numbers.

What About Companies Limited By Guarantee (Including Charities)?

The memorandum works much the same way: it confirms the subscribers agree to form the company. Guarantee amounts and member obligations typically sit in the articles. If you’re setting up a charitable company limited by guarantee, get tailored advice on the right drafting from day one.

Step-By-Step: Getting Your Company Documents In Order

If you’re in the early days of forming or cleaning up your company records, here’s a practical sequence that keeps life simple and compliant.

1) Incorporate With The Right Building Blocks

Incorporation creates your certificate of incorporation, memorandum and initial articles. Decide whether to adopt model articles or bespoke rules that align with your sector and funding plans. If you’re still at the starting line, we can help you register a company with documents that suit your goals.

2) Replace Model Articles (If Needed)

Model articles are fine to get going, but most growth companies tailor their governance early. For example, you might add share transfer restrictions, investor protections, board mechanics or preferred share classes. Adopt updated articles by the correct shareholder vote and record the decision with the right board and shareholder minutes or written resolutions (understanding which vote applies is key).

3) Lock In A Shareholders Agreement

The articles can’t cover everything. A well-drafted Shareholders Agreement sets expectations on founder vesting, exits, leavers, information rights and dispute resolution. Setting this up early prevents painful disagreements later.

4) Issue Shares Properly

When bringing in a new investor or co-founder, record the allotment using a Share Subscription Agreement and pass the appropriate board and shareholder resolutions. Update your registers and issue share certificates promptly so your cap table stays accurate.

5) Maintain Statutory Registers And PSC Records

Keep your registers of members, directors and PSCs accurate, and file confirmation statements and event-driven filings on time. If you need a refresher on PSCs, our overview of People With Significant Control outlines the thresholds that trigger reporting.

6) Keep Your Records Pack Bank- And Investor-Ready

Store a clean pack that includes your certificate of incorporation, memorandum, current articles, cap table, resolutions, registers and share certificates. You’ll also want easy access to your registered number - these company registration number basics are helpful for everyday tasks like bank onboarding and tenders.

A quick note: it’s tempting to DIY legal documents. Avoid generic templates for core governance agreements - they rarely reflect your share structure or investor expectations and can create bigger problems later. A short consultation can save you time and protect value.

FAQs About Companies House And Your Memorandum

Where Is The Memorandum Stored At Companies House?

It’s stored in your company’s filing history and appears within the incorporation documents. You can download it as a PDF at any time.

Does The Memorandum Show Future Shareholders?

No - it only shows the subscribers at the time of incorporation. Future shareholders are recorded through filings, registers and share certificates.

Is The Memorandum Enough For Due Diligence?

Not on its own. Expect to provide the memorandum, certificate of incorporation, current articles, historic resolutions (especially those affecting share capital), statutory registers and evidence of share issues/transfers.

What If We Incorporated On Paper?

The memorandum will still exist, and Companies House will scan and upload it. If you had signatures on the paper version, treat it as you would any important corporate record and store a clean copy with your other core documents.

Key Takeaways

• The memorandum of association is a short, historic document created at incorporation that confirms the subscribers agreed to form the company - you don’t update it later.
• Your articles of association are the living rules for running your company; update these (not the memorandum) if you need new share classes, transfer controls or investor protections.
• Keep a tidy records pack with the memorandum, certificate of incorporation, current articles, resolutions, registers and share certificates - it streamlines banking and investor due diligence.
• When issuing shares, use proper paperwork (board/shareholder resolutions and a Share Subscription Agreement) and maintain accurate registers and PSC records.
• If you need stronger governance, adopt bespoke Articles of Association and put a Shareholders Agreement in place to protect your business from day one.

If you’d like help setting up or reviewing your company documents, you can reach our friendly team at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.