Key takeaways
The memorandum of association is a fixed, historic record confirming the formation of a UK limited company, while the articles of association are the ongoing rulebook for running it.
For all UK limited companies formed under the Companies Act 2006, Companies House stores both the memorandum and articles online, and anyone can download copies in minutes.
Most small private companies limited by shares use the standard default articles (known as model articles of association), but many later adopt bespoke articles to reflect specific share rights, investor protections or governance needs.
Banks, investors, accountants, HMRC and solicitors frequently ask for a company's memorandum and articles as part of verification, onboarding and due diligence checks.
While the memorandum of association cannot be changed after incorporation, the articles can be amended by special resolution and updated filings at Companies House.
Introduction: memorandum and articles for UK limited companies
Every UK limited company must have a memorandum of association and articles of association when it is incorporated with Companies House. These two documents together form the company's constitutional documents, and they sit at the heart of how the company is legally structured and managed from day one.
The terminology can trip people up. The memorandum of association is the original legal statement signed by the initial shareholders or guarantors agreeing to form the company. The articles of association - sometimes called association articles or simply articles - are the written rules governing the internal management of the company. The articles of association govern how a company operates on an ongoing basis.
Since the Companies Act 2006 came fully into force on 1 October 2009, all new limited companies formed in the UK have their memorandum in a standard, prescribed form. This article covers what each document is, how to retrieve them (including via the Companies House website and service providers such as Inform Direct), how they differ, and when to consider model articles versus bespoke articles.
What is a memorandum of association?
The memorandum of association is a short document in a prescribed form that must be signed - or digitally authenticated - by the original subscribers at the date of incorporation. Under the Companies Act 2006, the memorandum is a brief statement of intent confirming that the subscribers wish to form a company.
For a company limited by shares, the memorandum records that each subscriber agrees to take at least one share. For companies limited by guarantee, it records the shareholders or guarantors agreeing to contribute a set amount if the company is wound up. It must be signed by each subscriber before registration with Companies House.
From 1 October 2009 onwards, the memorandum no longer contains objects clauses or share capital clauses. Companies formed after October 2009 have no objects clause in the memorandum - those details now sit in the articles of association and accompanying statements filed separately.
The memorandum is essentially a snapshot as at the incorporation date. It does not change when shareholders transfer shares, leave or die, and the company's memorandum cannot be amended. It is a historical, legal statement that stays fixed permanently.
The memorandum becomes a public document once registered with Companies House. For online incorporations, Companies House automatically generates and stores the memorandum. If registering by post, a prescribed paper form is used. Companies House holds incorporation records for every active UK company, so this document is always retrievable.
What are articles of association?
The articles of association are the main constitutional document of a UK limited company. They form a legally binding contract between the company and its members - and between members themselves. The articles serve as the internal rulebook for how the company is operated.
The articles of association are written rules governing the internal management of the company. They typically cover:
Director powers and decision-making authority
Shareholder rights and voting procedures
Share issues, transfers and pre-emption rights
Dividend policy and distribution of profits
Meetings, quorum and written resolutions
Record-keeping and notices
The articles define the responsibilities and duties of directors, and they outline director powers and shareholder rights in detail. Unlike the memorandum, the company's articles of association are designed to be updated over the life of the company, subject to shareholder approval and filing at Companies House.
Articles must be filed with Companies House upon company formation, and when filed with Companies House, the articles become a public document. They work alongside other documents such as shareholders' agreements and board resolutions - but the articles are publicly filed while private agreements are not.
For readers new to this area: articles of association, company articles, association articles and simply articles all refer to the same document.
Model articles of association
The UK government introduced model articles under the Companies Act 2006, and model articles are available for common company types since 2008. These standard default articles automatically apply to most private limited companies if no bespoke articles are filed on incorporation.
There are separate versions of model articles for private companies limited by shares, private companies limited by guarantee, and public companies. These were updated for certain legal changes, including the Mental Health (Discrimination) Act 2013.
Model articles are deliberately simple and flexible - suitable for many owner-managed businesses with a small number of shareholders and straightforward share structures. A company can later dis-apply or amend model articles by passing resolutions and filing updated articles, but should take professional advice before making complex changes.
Be aware that some online formation platforms default to model articles unless a bespoke version is uploaded. If you formed your company online through a formation agent, it is worth checking whether model articles were adopted automatically.
Bespoke articles of association
Bespoke articles are customised articles of association drafted or tailored specifically for one company, often by solicitors or a specialist company secretary. They go beyond what the model provides.
Situations where bespoke articles are common include:
Growth companies with external investors requiring governance rights
Different share classes with varied voting or dividend rights
Employee share schemes
Complex board structures, quorum or meeting arrangements
Charitable companies - which must state their charitable purposes in articles
Any bespoke articles, or amendments to model articles, must be filed at Companies House so they replace or supplement the model on the public record. Directors should keep an internal, clearly marked "current version" of the bespoke articles, matching exactly what has been accepted and time-stamped by Companies House.
Poorly drafted bespoke articles can cause governance problems and shareholder disputes, so specialist advice is strongly recommended.
Memorandum vs articles: key differences
The memorandum of association is the founding legal statement at incorporation, while the articles of association are the detailed rules for running the company day to day. The memorandum focuses on the founders while the articles focus on company governance.
In terms of timing, the memorandum is created only at formation and stays locked. The articles persist throughout the life of the company and can be changed as needed. The memorandum records subscriber details and their initial commitments; the articles contain governance rules, share rights, director powers and decision-making procedures.
The memorandum's legal effect is primarily historical - it confirms who the initial shareholders were and that they company agreed to be formed. The articles, by contrast, form a continuing contract that binds the company, its directors and its members.
In practice, most day-to-day questions about authority, voting or dividends are answered by the articles, not the memorandum. External parties often ask for "memorandum and articles of association" together as a standard phrase, even though they mainly examine the articles to understand powers and rights.
For older companies incorporated under pre-2006 regimes, historic memoranda may still contain objects or share capital clauses. Those provisions are now treated as part of the articles under section 28 of the Companies Act 2006. Practitioners should always check the incorporation date when reviewing these documents.
How to retrieve your memorandum and articles
UK company law and Companies House policy make it straightforward to retrieve incorporation documents, whether the company was formed via an agent, a platform such as Inform Direct, or directly with Companies House. You can retrieve documents from Companies House for free, and documents can be accessed via the Companies House online register.
Digital PDFs are generally acceptable for security verification purposes. However, some banks, investors or overseas authorities may occasionally require certified or notarised copies. Companies should always keep their own digital copies of the current articles and the original memorandum in an internal document library as a back-up.
If you formed your company through a formation agent or platform
Reputable formation agents and company secretarial platforms usually provide an online account area where incorporation documents - including the memorandum of association and initial articles - are stored permanently.
For example, consider a private company incorporated in March 2024: the agent typically emails the certificate of incorporation and stores the memorandum and model articles PDFs in the client portal. To access them, simply log in to the account, select the relevant company, open the document library and download the documents.
If you later adopt new articles (say after a 2025 share restructure), upload the latest version to the platform so its library mirrors the filing history at Companies House. If login details are forgotten, most providers offer password-reset or support functions to recover access.
Retrieving documents directly from Companies House
Companies House maintains the official public register of all UK limited companies. You can download your articles from the Companies House website at no cost.
Here is how to do it step by step:
Go to the Companies House online service (the "Find and update company information" page)
Search by company name or registration number
Select the correct limited company from the results
Open the "Filing history" tab
Look for the incorporation filing - this contains the memorandum and the original articles
If the company has adopted new articles or bespoke articles, these appear as later filings labelled "Adoption of articles of association" or "Amended articles"
Download the PDFs you need
It is worth downloading both the original and the most recent version of the articles to understand how the company's governance has evolved over time. Companies House accepts filings electronically and stores them as document images, which are freely available for most companies incorporated from around 2003 onwards.
Why these documents matter in practice
The memorandum and articles are more than formalities. For all limited companies - whether private or public companies - they affect real-world decisions, controls and risk allocation.
Directors, shareholders, potential investors, banks, auditors and HMRC all rely on the company's articles of association to confirm who can bind the company, how decisions are made and how profits are distributed. Because the memorandum is historically fixed, it is often used simply to confirm the company's formation details and initial subscribers.
Failing to follow the articles - for example, issuing shares or approving dividends without the required resolutions or authorities - can lead to invalid decisions and, in serious cases, personal liability for directors. Directors should regularly review the articles for relevance to the current business.
New directors and company secretaries should read the current articles in full as part of their induction, paying close attention to director powers, quorum, share transfer restrictions and pre-emption rights.
Typical situations where memorandum and articles are requested
Your memorandum and articles will be requested in a range of practical situations:
Opening or changing a business bank account
Applying for business loans or overdraft facilities
Raising equity finance from angel investors or venture capital funds
Selling the company or its shares
Undergoing statutory audits or HMRC compliance checks
Professional advisers such as solicitors, accountants and corporate finance advisers routinely request the latest filed articles to confirm that proposed transactions - such as share allotments or creating new share classes - are permitted under the present governance rules.
Overseas authorities may ask for certified hard copies of the memorandum and articles when a UK limited company sets up a foreign branch or signs high-value cross-border contracts. Promptly providing accurate, clearly labelled copies helps present the business as well-managed, organised and lower-risk to stakeholders.
Some institutions also cross-check documents downloaded from Companies House against copies provided by the company as part of their own security verification processes, guarding against malicious bots and ensuring verification successful outcomes before onboarding proceeds. This is a normal part of the security service checks run by banks and financial institutions.
Changing your articles of association
While the memorandum of association cannot be amended, the articles of association can be changed whenever needed, provided the company follows the statutory procedures under the Companies Act 2006. Companies can amend their articles by passing a special resolution, and companies must pass a special resolution to amend articles - usually needing at least 75% of the votes in favour.
The procedural steps at a high level:
Draft the new or amended articles
Circulate them with the proposed resolution to shareholders
Hold a general meeting vote or use a written resolution
Record the outcome in minutes
File the special resolution and the full text of the new articles with Companies House
A copy of the amended articles must be sent to Companies House within 15 days of the resolution being passed.
Entrenched provisions require a greater percentage for amendments - or additional conditions - and such entrenchment must be flagged when submitting filings to Companies House. The articles can be amended or replaced by shareholders as the company grows.
Practical triggers for reviewing and updating articles include bringing in new investors, creating different share classes, appointing a new chair or non-executive structure, preparing for a sale, or aligning outdated provisions to reflect current practice and law.
Role of the company secretary and advisers
A company secretary - where appointed in a private company, or required in a public company - typically maintains up-to-date copies of the memorandum and articles, arranges filings, advises the board on compliance and coordinates changes.
Even where there is no formal company secretary, these responsibilities usually fall to a director or an external company secretarial service provider. Someone must ensure the details on the public register are accurate and that internal copies match what Companies House holds.
When drafting or revising bespoke articles - especially where there are complex share rights, investor protections, drag-along or tag-along clauses - involving professional advisers is essential. Advisers should always check that the articles filed and accepted at Companies House match the versions used internally, ensuring the company can comply with its own rules.
Part of the adviser's role is to ensure the articles remain compatible with any separate shareholder agreements, avoiding conflicts that could cause uncertainty in disputes or transactions.
Keeping your company documents secure and accessible
Maintaining secure but convenient access to the memorandum of association and current articles is a practical governance requirement for all limited companies.
Best practice includes keeping signed or certified copies at the registered office (or a Single Alternative Inspection Location), plus scanned PDFs stored in a secure digital repository with appropriate access controls. Hard copies should also be available.
Any time the articles are amended - for example, following a fundraising round - the old version should be archived and clearly marked with its effective dates, while the new version is labelled as the current version. Directors should periodically verify that internal copies match the documents visible on the Companies House register, especially after significant corporate actions.
Internal document policies should specify who is authorised to share the memorandum and articles externally, and under what circumstances certified or notarised copies may be provided. A respond ray id or similar reference from a security service may sometimes be needed when accessing certain verification portals - keep any such references logged alongside your document records.
Frequently asked questions
Do I still need a memorandum of association for a company formed before 1 October 2009?
Companies incorporated before 1 October 2009 may have an older-style memorandum containing objects and capital clauses. Since the Companies Act 2006 reforms, these provisions are largely treated as part of the articles. Such companies should review their historic memorandum and articles together, and consider adopting updated articles to remove redundant or restrictive provisions. If a company wants to remove an objects clause, Form CC04 must be submitted to Companies House. The original memorandum should still be available via the Companies House filing history unless the company has been dissolved.
Are scanned PDF copies of my memorandum and articles acceptable to banks and investors?
In most routine situations, banks, payment providers, accountants and investors accept clear PDF copies downloaded from Companies House or from the company's own records. For higher-risk or cross-border transactions, an institution may insist on certified copies, notarised documents or even apostilled versions. Ask the requesting institution at the outset what format and level of certification they require to avoid delays. Where certified copies are needed, factor in extra time for solicitors or notaries to prepare them.
What happens if my articles conflict with a shareholders’ agreement?
The articles of association are a public document binding on the company and its members, while a shareholders' agreement is a private contract between the signatories. Conflicts can create uncertainty and litigation risk. In many cases, courts give primacy to the articles where third-party rights are affected. Align the two documents carefully when drafted, and revisit both whenever new investors join. If a conflict is discovered, seek legal advice urgently and consider amending one or both documents to restore consistency.
Can I remove or relax share transfer restrictions in my articles?
Share transfer restrictions - such as pre-emption rights or director approval requirements - are typically set out in the articles and can be amended by special resolution. However, removing or diluting these protections can significantly alter the balance of power among shareholders, and may breach existing shareholder agreements. Consult all affected shareholders and take legal advice before proposing such changes, especially in companies with external investors or multiple share classes. Any variation of class rights may require additional procedures, such as class meetings or separate class consents.
What if my company has no company secretary - who looks after the memorandum and articles?
Most private limited companies are no longer legally required to appoint a company secretary, so responsibility for maintaining constitutional documents usually sits with one or more directors. The board should formally allocate this responsibility - for example to a managing director, finance director or external service provider - to avoid gaps in compliance. Establish simple internal procedures: keep organised digital and hard-copy sets of the memorandum and all versions of the articles, diarise key filing deadlines, and check the Companies House record after any significant changes. Even small companies benefit from periodic governance reviews to ensure the articles remain appropriate and are being followed in practice.
