When you register a new limited company in the UK, three key documents are involved in the incorporation process.
These documents are submitted to Companies House, and together they establish the legal existence of your company:
- The Memorandum of Association
- The Articles of Association
- Form IN01
Form IN01 contains the essential company details, including the registered office address, directors, shareholders, people with significant control (PSCs), and the initial share capital. When you incorporate a company online, this form is generated and submitted automatically as part of the process. You will not usually need to complete it separately.
Alongside this, the Memorandum and Articles outline the company’s creation and its operational structure.
You can read more about Companies House and its role here.
What’s in this guide?
- Memorandum of Association – the basics
- Content of the Memorandum of Association
- Memorandum – templates for paper submissions
- Articles of Association – why they matter
- Why are the Articles of Association important?
- What are the Articles of Association?
- Can the Articles be changed later?
- Download model Articles of Association
- Tailoring Articles to suit your company
- Where to get help drafting custom Articles
- Do you want to incorporate a company?
Memorandum of Association – the basics
In simple terms, the Memorandum of Association records each initial subscriber’s intention to form a new limited company.
For companies limited by shares, it also records the intention of subscribers to acquire 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 in the Memorandum has now been transferred to the other two company incorporation documents: Form IN01 and the Articles of Association.
Content of the Memorandum of Association
The wording used within a Memorandum is predetermined and cannot be amended, regardless of the addition or removal of members over the company’s lifetime.
The new format came into effect on 1st October 2009, through The Companies (Registration) Regulations 2008 and is as follows;
For companies with share capital
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
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, alongside the following details:
- Registered name of the limited company.
- Date of subscription.
- The Act under which the incorporation is governed (Companies Act 2006).
- Is the company limited by shares or guarantee?
- The names of each subscriber (the founding members).
- The signatures of each subscriber (for paper submissions only).
Memorandum – templates for paper submissions
If you set up your company online, the Memorandum of Association will be automatically created for you.
You will not need to upload or manually submit it.
If you register via post, you can download Pro-forma versions of the Memorandum of Association from Companies House via the following pages of the GOV.UK website:
- For companies with share capital, see here (PDF).
- For companies without share capital, see here (PDF).
Please note: Paper registration is significantly slower and less commonly used. Most incorporations are now completed online via Companies House (GOV.UK) or approved formation agents.
Articles of Association – why they matter
The Articles of Association are one of three documents needed to form a new limited company.
The Articles, alongside Form IN01 (which contains all the key information relating to the new company) and the Memorandum of Association, are used by Companies House to formally register the company and ensure it complies with the legal requirements for incorporation under the Companies Act 2006.
Why are the Articles of Association important?
The Articles of Association are a foundational legal document that outlines how the company will be run.
They act as a rulebook for how the company will be run and help reduce misunderstandings or disputes among directors and shareholders.
Without clearly defined Articles, companies risk confusion about key issues such as voting rights, director responsibilities, and profit distribution.
What are the Articles of Association?
The Articles of Association of a limited company outline how the company will be run on an ongoing basis. They form the company’s constitution.
The Articles are broken down into the following key sections:
- Interpretation and limitation of liability – Defines key terms used throughout the Articles and clarifies that shareholders’ liability is limited to the amount unpaid on their shares.
- Directors – Sets out the process for appointing directors, their powers, duties, and meeting procedures.
- Shares and distributions – Covers the rights attached to shares, how shares can be issued or transferred, and how dividends are declared.
- Decision-making by shareholders – Explains how shareholder meetings are conducted, how resolutions are passed, and the rights of different classes of shareholders.
- Administrative arrangements – Includes provisions on company seals, records, notices, and communication methods.
On 1st October 2009, new model articles were introduced, which apply by default to new limited companies. So, unless you choose to submit your own Articles of Association for whatever reason, the model articles will be used if you apply online.
Can the Articles be changed later?
Yes. The Articles are not set in stone and can be amended to reflect changes in company structure or operations.
A special resolution must approve changes of the shareholders (typically requiring 75% approval).
Once amended, the updated Articles must be filed with Companies House. This ensures the public record accurately reflects how your company is governed.
Most ByteStart readers will form companies limited by shares, whereas other organisations, such as charities and not-for-profit groups, may set up companies limited by guarantee.
Download model Articles of Association
You can view and download a copy of the latest model articles from Companies House, as follows:
Tailoring Articles to suit your company
While the model articles are sufficient for many small or simple businesses, companies with multiple shareholders, external investors, or more complex arrangements may benefit from drafting bespoke Articles of Association.
For example, you may want to include:
- Pre-emption rights (to control share transfers)
- Drag-along and tag-along clauses (useful in sale scenarios)
- Different classes of shares with varying rights
- Restrictions on director powers
- Specific rules for profit distribution or dispute resolution
Where to get help drafting custom Articles
Talk to a solicitor or professional company formation agent if your business requires more flexibility or protection than the model articles provide.
They can help you draft Articles tailored to your needs and ensure they comply with UK company law.
Do you want to incorporate a company?
Many small business owners set up limited companies via formation agents or their accountants.
Our company formation partner, 1st Formations, has set up hundreds of limited companies.
Find out more about their fast and friendly service here.
You can incorporate your new company for just £52.99.
You can also read our overview on setting up a limited company.