Memorandum of association (Commercial) meaning

A memorandum of association is the short incorporation document signed by the initial shareholders or members confirming they want to form a company and, for a company with a share capital, that each subscriber agrees to take at least one share. In England & Wales, Scotland and Northern Ireland, its content and form are prescribed by the Companies Act 2006 and the Companies (Registration) Regulations 2008. It is filed with the incorporation application at Companies House and, once registered, becomes a historical record that cannot be amended. It no longer sets out objects, liability or share capital; those now appear in the articles of association and the incorporation application. Practically, it evidences who the original subscribers were and, for companies limited by shares, the shares agreed to be taken on incorporation. In Ireland, under the Companies Act 2014, a private company limited by shares (LTD) has a single-document constitution and no separate memorandum. For DACs, PLCs, CLGs and unlimited companies, the memorandum remains part of the company’s constitution (typically including the objects clause) and is filed on incorporation, with amendments made in accordance with statute. Usage is otherwise broadly consistent across the UK and Ireland.