What are the memorandum and articles of association?

Introduction

Are you setting up a company and wondering what a memorandum of association and articles of association are? This article explains that both are legally required documents when setting up a company in the UK. The memorandum of association formally states that the founders intend to form a company. It cannot be changed once submitted. The articles of association are rules by which the company should be run. It can be changed if 75% of shareholders agree.

Memorandum of association vs articles of association – Key differences

What are articles of association?

The articles of association are rules outlining how the company will be run. They are written down and agreed to by the company’s directors, company secretary, and shareholders or guarantors, who must follow them. The articles of association form the constitution of the company.

The articles of association define the relationship between the following:

• Each of the company’s members (shareholders or guarantors).
• The members and the officers (the directors and company secretary).
• The company (as a separate legal person) and its members and officers.

Model articles vs bespoke articles

When setting up your company, you can use standard articles of association prescribed by the Companies Act 2006, known as ‘model articles’.

Model articles are a good option if your company is new or small with standard shares, and you don’t want to put in place specific rules about how it should be run. For example, if you’re the sole director and shareholder of the company. If you’re running this kind of company, you’re less likely to experience situations that would require bespoke articles of association, such as disputes between different shareholders or between the shareholders and the directors.

If you’re setting up a community interest company, you’ll need to use a model constitution created by the Office of the Regulator of Community Interest Companies instead of the standard model articles.

Can I write my own articles of association?

Yes. You can choose to write your own articles of association, which you can submit when you register your company. You should seek legal advice before doing so, because writing bespoke articles of association can be complex.

It's useful to write your own articles of association if your company has issued more than one type of share, or if you have multiple shareholders. They allow you to tailor the rules to suit your company’s objectives and the different rights of its members to ensure all members are treated fairly and in line with any shareholder agreements.

What should the articles of association cover?

The articles of association should outline how the company is structured and managed. They should cover the following aspects of running a company:

• Decision-making by directors and shareholders
• The liability, rights, duties, and responsibilities of members
• The powers, duties, and responsibilities of directors
• Issuing and transferring shares
• Profit distribution
• Appointing and removing directors
• If a company secretary is needed
• Procedures for board meetings and general meetings
• Any other administrative requirements of the company.

Key terminology in the articles of association

If you're starting a business for the first time, you might not be familiar with some of the terminology used in the articles of association. The following list explains some of the terms you might come across:

• Classes of shares – companies can issue different types of shares with different rights attached to them, for example, non-voting shares. The most common type of shares are ordinary shares, which provide equal voting, dividend, and capital distribution rights.
• Company resolution – a formal, legally binding decision taken by the company directors or members/shareholders.
• Dividend – a process through which the company issues some or all of its profits to shareholders.
• Fully paid up – a shareholder has paid the full value of their shares to the company.
• General meeting – a formal meeting of the company’s shareholders or guarantors.
• Members’ reserve power – the shareholders’ right to instruct the directors to do something, or not to do something.
• Pre-emption rights – the shareholders' right to first refusal when new shares are issued or when existing shares are transferred.
• Share transfer – a shareholder sells or gifts some or all of their shares to someone else.

How do I change my articles of association?

In the UK, your articles of association can be changed at a general meeting of your shareholders, at any time after your company was formed.

To make changes to your articles of association, you need to propose a special resolution at a general meeting, which requires 75% votes in favour to pass. A copy of the special resolution and updated articles of association must be filed at Companies House, the UK’s registrar of companies, within 15 days of the meeting.

You may not be able to change your company’s articles of association if certain provisions have been included in them that forbid changes or include a more onerous process for approving any changes.

What is a memorandum of association?

A memorandum of association is a legal statement that includes the names and signatures of the founding members of a company: the shareholders or guarantors. It declares the signatories’ intention to incorporate the company and become a member of it. If the company is limited by shares, the members agree to take at least one share each.

A memorandum of association is automatically generated when you register your company online at Companies House. You should fill in the memorandum of association template if you’re registering your company by post.

Can you change the memorandum of association?

You can’t update your memorandum of association after your company is registered. It remains the same even if the original members leave or new members join your company.

The memorandum of association is a public document that can be viewed by anyone. A copy of it must be kept at the registered address of your company, or at its Single Alternative Inspection Location (SAIL), where companies can keep statutory records and make them available for inspection.

Note that, as of 18 November 2025, new and existing directors, people with significant control (PSCs) and members of limited liability partnerships (LLPs) are legally required to verify their identity for Companies House. The requirement is part of changes to UK company law brought in by the Economic Crime and Corporate Transparency Act.