What
is a memorandum of association?
This document sets out:
- the company's
name,
- where the registered
office of the company is situated (in England, Wales or Scotland);
and
- what it will
do (its objects). The object of a company may simply be to carry on
business as a general trading company.
Other clauses to
be included in the memorandum depend on the type of company being incorporated.
The form of memorandum for each type of company is set out in a set
of tables called The Companies (Tables A to F) Regulations, 1985. (In
this booklet we have called them 'the Tables'.) The company's memorandum
delivered to the Registrar must be signed by each subscriber in front
of a witness who must attest the signature.
Tables The Companies (Tables A to F) Regulations 1985 SI 1985 No.
805, as amended by SI 1985 No. 1052, are available from The Stationery
Office Limited.
What are Articles of Association?
- This document
sets out the rules for the running of the company's internal affairs.
Model articles are provided in the Tables mentioned above.
- A company may
adopt the whole of Table A as its articles or any part of it.
- A company limited
by shares which has adopted the whole of Table A without modification
does not need to deliver a copy for registration. However, you must
attach a letter to your application saying this.
NOTE: If you adopt Table A without modification
then you will need to appoint at least two directors. However, a private
company can have just one director, if it's articles allow. So if your
company will have only one director, you need to adopt a modified version
of Table A.
If Table A is adopted
with modifications, you must deliver the articles for registration.
All companies that are limited by guarantee or unlimited must register
articles. These should be in accordance with, or as near to that form
as circumstances permit, the following tables:
Company
limited by guarantee without share capital Table C
Unlimited company with share capital - Table E
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