A Memorandum of Association is an agreement by the initial shareholder(s) that they wish to form a company and agree to become members and will take at least one share each in the company.
An online version of the Memorandu of Association is available at;
A company is governed by its constitution and the Companies Act 2006.
The main constitutional document is called the ‘Articles of Association’ (the “Articles”) and is the internal rulebook for a company. Some of the most important provisions of a company’s Articles are the powers of directors, how meetings of directors may be called and must be conducted, the powers of shareholders and how shareholder meetings may be called and conducted and the issue and rights of shares.
Together the Memorandum and Articles of Association are the documents that outline how a company can be governed. If amendments to any of these documents are required, these can be amended by shareholders’ resolution. However, between shareholders, it is recommended to also ensure that a shareholders agreement is in place as early as possible.
