Memoranda of Association

What is a memorandum of association? 

A Memorandum of Association (MoA) is a document drawn up when a new company is created and filed at Companies House. It is a statement advising that the subscribers are forming a company under the Companies Act and have agreed to be members. If the company is to issue share capital, they undertake to have at least one share each.

How does a memorandum of association differ from articles of association?

Articles of Association are also drawn up and filed at Companies House when a new company is created. These contain details of how the company is owned, run and governed. Directors’ powers can be limited or require shareholder approval. Rights and duties of members can be recorded. Details of how business is to be conducted can be included.

Do limited liability partnerships typically have a memorandum of association?

A Limited Liability Partnership (LLP) does not require either a Memorandum or Articles of Association. Members’ liability is limited to the amount of capital they have contributed. Details of rights and duties can be specified in a members’ agreement. This document does not need to be published and can remain confidential.

Who can sign a memorandum of association?

An MoA should be signed by all of the initial shareholders agreeing to set up the company. 

What is the difference between a memorandum of association and a memorandum of understanding?

A Memorandum of Understanding is a document agreed between two parties in a business transaction. It sets out details such as the parties’ obligations, payments to be made and how a deal will proceed.