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What are Memorandum and Articles of Association (M & A)?


The Memorandum of Association states the name(s) of the initial subscribers (the people who will hold the shares in the company, or in the case of a company limited by guarantee, the people who will be the ‘members’). Once the company has been incorporated, the memorandum will no longer affect the ongoing operation of the company and it cannot be amended. It is used purely for the incorporation of the company.

There is no longer a requirement to state the objects of the company. However, it is possible to insert an objects clause into the Articles of Association. Please call us for further details, should you require our help in adding an Objects Clause.

We can also incorporate Limited by Guarantee (not for profit) companies using the Charity Commission’s Model Articles. If you need a charity formation you will be asked to provide us with an Object’s Clause as it is required by the Charities Commission.

There is also no longer the requirement for an Authorised Share Capital within the Memorandum of Association. This has been replaced by the ‘Statement of Capital’, which confirms the number of shares issued in the company at any one time. The statement of capital is completed on incorporation of the company (on the form IN01) and on certain forms completed during the company’s lifetime (e.g. Annual Return or on the SH01 form when the company issues new shares). It shows the following information:

Companies Limited by Guarantee do not have shareholders and are therefore not required to submit a Statement of Capital.

The Articles of Association state the rules, policies and regulations for the operation and running of the ltd company’s internal and external affairs.

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