What Is a Memorandum of Association? UK Guide 2026

A memorandum of association is the legal statement by a company’s original subscribers that they wish to form the company and agree to become members. For a company limited by shares, each subscriber also agrees to take at least one share.

The memorandum is created at incorporation. Unlike the Articles of Association, it is not the company’s detailed operating rulebook and cannot be updated after registration.

What does the memorandum do?

Under the Companies Act 2006 incorporation process, the memorandum provides evidence that the subscribers:

• agree to form the company;
• agree to become its first members; and
• for a company limited by shares, agree to take at least one share each.

It is a short formation document. Information about share capital, rights and shareholders is also supplied in the statement of capital and the company’s articles.

Who signs the memorandum?

Every initial shareholder of a company limited by shares, or initial guarantor of a company limited by guarantee, is a subscriber. Each subscriber must authenticate the incorporation application in the required way.

People who become shareholders later do not sign or alter the original memorandum. Their membership is recorded through the register of members and relevant Companies House filings.

Online incorporation

GOV.UK states that a company registering online does not need to draft its own memorandum. The service creates it automatically from the subscriber information provided.

The incorporators must still ensure that names, authentication and share or guarantee information are correct. An automatically generated document does not fix inaccurate formation data.

Postal incorporation

For a postal application, use the appropriate Companies House memorandum template for:

• a company with share capital; or
• a company without share capital.

The wording is prescribed. Do not substitute an old pre-Companies Act 2006 document containing an objects clause without checking professional advice.

Can the memorandum be changed?

Companies House guidance says the memorandum cannot be updated once the company is registered. It is a historical record of the subscribers at incorporation.

Later changes to shareholders, guarantors, share capital or governance are handled through other corporate records, resolutions and filings—not by rewriting the memorandum.

Memorandum versus Articles of Association

Read our full guide to Articles of Association.

Memorandum versus statement of capital

The statement of capital records the company’s shares and shareholders at incorporation. It includes:

• subscriber names and addresses;
• number and nominal value of shares;
• total share capital; and
• prescribed particulars describing rights attached to each class.

A company limited by guarantee instead supplies a statement of guarantee, including each guarantor and the amount promised if the company is wound up.

Where can the memorandum be found?

After incorporation, the memorandum normally appears in the company’s filing history on the Companies House register as part of the incorporation documents. Lenders, investors and advisers can inspect it, although later ownership must be checked using current records.

Why does it still matter?

The memorandum proves who subscribed at formation and can be relevant when reviewing the incorporation, initial shares and historical membership. It should not be used as evidence of the company’s current shareholders or current rules.

Common mistakes

• using “memorandum and articles” as if they are one modern document;
• trying to update the memorandum after a share transfer;
• treating it as proof of current ownership;
• confusing it with the statement of capital;
• drafting a separate memorandum unnecessarily for online incorporation; and
• using an obsolete template.

Frequently asked questions

Does a sole-shareholder company need a memorandum?

Yes. The sole subscriber authenticates the agreement to form the company, and online formation normally generates the memorandum automatically.

Is the memorandum a private document?

No. It forms part of the public incorporation record.

Can new shareholders be added to it?

No. Later members are recorded through the company’s statutory registers and relevant filings.

Official source

See GOV.UK: Prepare documents agreeing how to run your company and the official memorandum templates.