Memorandum of Association

This is a written document, which sets out:

• the company’s name;
• whether the Registered Office of the company is to be situated in England and Wales (i.e. it may be situated in either), in Wales (i.e. it may be situated only in Wales) or in Scotland;
• what the company will do (its objects). The object of a company may simply be to carry on business as a general commercial company;
• where applicable, that the liability of its members is limited;
• where applicable, the amount of share capital with which the company proposes to be registered and details of the division of those shares into fixed amounts; and
• in the case of a public limited company, a statement that it is to be a public company (see Public Companies).

Each subscriber must sign the company’s memorandum in front of a witness who must also sign this document before sending it to Companies House. In the case of a company limited by shares, each subscriber must take at least one share in the company and the number of shares that each subscriber takes must be written against the relevant subscriber’s name.

The form a memorandum should take is set out in Regulations which we explain on How Do I Find Copies of the Relevant Form of Memorandum and Articles of Association for My Company?.