A memorandum of association is a short statement, signed by everyone forming a UK company, that they wish to form the company and agree to become members. If the company has share capital, each subscriber also agrees to take at least one share. It's set out in section 8 of the Companies Act 2006, and once the company is registered, you can't update it.
A lot of guides still describe the memorandum as the document that sets out what a company can do. That was the old version. Under the Companies Act 2006 it's a much smaller document, and the rules that used to live in it have moved. Here's what the memorandum does now and why it matters less than people think.
What the memorandum says
Section 8 sets out the whole job in two parts. The memorandum states that the subscribers:
- wish to form a company under the Act, and
- agree to become members of the company and, if it has a share capital, to take at least one share each.
It must be in the prescribed form and authenticated by each subscriber. GOV.UK describes it as a legal statement signed by all initial shareholders or guarantors agreeing to form the company. That's it. There are no business rules in it.
Memorandum vs articles
| Memorandum of association | Articles of association | |
|---|---|---|
| Its job | A statement that the founders want to form the company and become members | The written rules for running the company |
| Who signs or agrees | The initial shareholders or guarantors | Agreed by the shareholders or guarantors, directors and company secretary |
| Can you change it later? | No, GOV.UK says it can't be updated after registration | Yes, by the process in the Act |
| Standard version | Created automatically if you register online | Model articles, or your own |
If you want the rule book side, my guide to articles of association covers model articles and how to change them.
How the memorandum is created
GOV.UK says that if you register your company online, you don't need to write your own memorandum. It's created automatically as part of your registration. If you register by post, you use Companies House's memorandum template. Registering online costs £100 and is usually done within 24 hours, while postal applications cost £124 and take 8 to 10 days, as of October 2026.
Section 9 explains how the memorandum fits into the registration bundle. It's delivered to the registrar with:
- the application for registration, stating the proposed name, where the registered office will be, whether liability is limited by shares or by guarantee, whether the company is private or public, and that the subscribers wish to form it for lawful purposes
- a statement of the required information about each subscriber
- a statement that none of the subscribers is disqualified under the directors disqualification legislation
- a statement of capital and initial shareholdings for a company with shares, or a statement of guarantee for one limited by guarantee
- a statement of the proposed officers and a statement of compliance
My step-by-step guide on how to register a company in the UK walks through the whole application.
What people miss: old memoranda were rewritten by law
Older companies often have a long memorandum with an objects clause and other provisions. Section 28 deals with those. Any provision that was in an existing company's memorandum, and isn't the kind of thing section 8 now covers, is treated as a provision of the company's articles.
That matters in two ways. First, if you're buying or joining an older company, the restrictions you'd expect to find in the articles may be sitting in the old memorandum, and they still bind the company as articles. Second, if you want to remove one, you change it the way you'd change any article, not by trying to amend the memorandum. Section 28 says this applies to entrenched provisions too.
Common myths about the memorandum
- Myth: it sets out what the company is allowed to do. Under section 8, it only records the decision to form the company and become members.
- Myth: you can amend it to change the company's purpose. GOV.UK says it can't be updated after registration, and old provisions now count as articles anyway.
- Myth: you need a solicitor to write one. If you register online, it's created for you as part of the application.
Do you ever need to look at it?
- When you register, to make sure every subscriber is named and has agreed to take at least one share.
- When you're checking an older company's constitution, because old memorandum provisions now count as articles.
- Rarely after that. Day-to-day questions about how the company runs are answered by the articles and the Companies Act, not the memorandum.
For how share capital and the statement of capital work alongside it, see my explainer on share capital.
My verdict
For a new company, the memorandum is a formality that Companies House generates for you if you register online. Spend your time on the articles and the shareholdings instead. For an older company, read the old memorandum carefully, because whatever it says about how the company runs still applies, just under a different label.
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How a Ltd differs from a plc is covered in private limited companies.
Frequently asked questions
What is a memorandum of association?
It's a statement that the subscribers wish to form a company and agree to become members, and, for a company with share capital, to take at least one share each. It's required by section 8 of the Companies Act 2006.
Can you change a memorandum of association?
No. GOV.UK says you can't update the memorandum once the company has been registered.
Do I need to write a memorandum of association?
Not if you register online. GOV.UK says it's created automatically as part of the registration. Postal applicants use the memorandum template.
What is the difference between the memorandum and articles of association?
The memorandum records that the founders want to form the company and become members. The articles are the written rules for running the company.
What happened to the objects clause in old memoranda?
Under section 28, provisions in an existing company's memorandum that aren't the kind section 8 now covers are treated as provisions of the company's articles.
Who signs the memorandum of association?
Each subscriber, meaning the initial shareholders or guarantors, must authenticate it.
Does a company limited by guarantee have a memorandum?
Yes. GOV.UK describes the memorandum as a statement signed by all initial shareholders or guarantors agreeing to form the company.
How much does it cost to register a company with a memorandum?
The memorandum comes with the registration itself. Registering online costs £100 and postal applications cost £124, as of October 2026.
