The Memorandum of Association is one of the three documents you need to complete when registering a new limited company. The other two items you need to submit are Form IN01 and the Articles of Association.
In simple terms, the Memorandum of Association records the intention of each initial subscriber to form a new limited company.
For companies limited by shares, it also records the intention of those subscribers to take out at least one share in the company upon incorporation.
Since the company formation process was simplified following the implementation of the Companies Act 2006, the Memorandum is a far shorter document than it was previously.
Information previously captured via the Memorandum has now been moved to the other two company incorporation documents – Form IN01 and the Articles of Association.
Wording of the Memorandum of Association
The wording used within a Memorandum is predetermined, and cannot be amended.
The new format came into effect on 1st October 2009, through The Companies (Registration) Regulations 2008 and are as follows;
For companies with share capital
For limited companies with share capital, the following wording must be used for the Memorandum of Association:
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.
For companies without share capital
The Memorandum of Association for companies without share capital, must use the following text:
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.
An entry is then made for each subscriber, and dated before submission to Companies House.
Further information on setting up a limited company
You can download pro-forma versions of the Memorandum of Association from Companies House on the following pages of the Gov.uk website:
You will find all the advice and help you need to set up a company on ByteStart, including;
- How to set up a limited company
- 10 advantages of running your business as a limited company over being a sole trader
- The Confirmation Statement: What is it, and how do I file it with Companies House?
- How are limited company dividends taxed?
- The responsibilities of a company director
More on starting and running your own business
ByteStart is packed with help and tips on all aspects of starting and running a small business. Check out some of our most popular guides;
Starting Up
- 10 Do’s and Don’ts of writing a business plan
- How to choose the best online accounting software for your new business
- How to create business cards that make a big impression
- ByteStart’s 60-second guide to Value Added Tax (VAT) for start-ups and small businesses
- Which types of insurance must your business have?
Funding your business
- How to maximise your chances of securing a small business loan
- A Guide to ‘Alternative Finance’ – the new funding options for startups and small businesses
- Finding finance for your new business – funding advice for start-ups
- 10 Top tips to ensure your crowdfunding efforts are rewarded
- What to do when the bank says “NO”!
Money & Tax matters
- 10 ways small business owners can pay less tax
- Sole trader tax – a guide for start-ups and the newly self employed
- Dividend tax changes from April 2016 – A summary of the financial effects for small business owners
- ByteStart’s Guide to the main business taxes
- Corporation Tax – How to reduce your bill
Promoting your business
- Making your small business a BIG hit online – A Digital marketing guide for small business owners
- 7 Brilliant branding tips for start-ups
- The “Magic 10” Tips on networking – how the experts build great networks
- How to attract customers from heaven – not clients from hell!
- 10 Top tips for small businesses starting out with social media
Legal issues
- Employers liability insurance – do you need to get cover?
- Becoming an employer – Your responsibilities when you hire staff
- Health & Safety compliance for small businesses – where do you start?
- A Guide to the National Living Wage for small business owners
- Why it’s vital you have clear ‘Terms & Conditions’ for your business
