Memorandum and articles of association

When you register your company you need:

  • a ‘memorandum of association’ - a legal statement signed by all initial shareholders or guarantors agreeing to form the company
  • ‘articles of association’ - written rules about running the company agreed by the shareholders or guarantors, directors and the company secretary

Memorandum of association

If you register your company online, you don’t need to write your own memorandum of association. It will be created automatically as part of your registration.

If you register by post, use the memorandum of association template.

You cannot update the memorandum once the company has been registered.

Articles of association

You can either:

  • use standard articles (known as ‘model articles’)
  • write your own and upload or send them when you register your company

Community interest companies

You cannot use limited company model articles if you’re setting up a community interest company (CIC).

Use the CIC regulator’s model constitutions instead.

Part of Set up a limited company: step by step

  1. Step 1 Check if setting up a limited company is right for you

    1. Check what a private limited company is

    How you set up your business depends on what sort of work you do. It can also affect the way you pay tax and get funding.

    Check if you should set up as one of the following instead:

    1. Get help deciding how to set up your business

  2. Step 2 Choose a name

    1. Check the rules for company names
    2. Check if the name you want is available
    3. Check existing trade marks

  3. Step 3 Choose directors and a company secretary

    You must appoint a director but you do not have to appoint a company secretary.

    1. Find out what directors are responsible for
    2. Check who can be a director or company secretary

  4. Step 4 Decide who the shareholders or guarantors are

    You need at least one shareholder or guarantor, who can be a director.

    1. Check if you’ll need to issue shares or set a 'guaranteed amount'
    2. Find out how dividends from shares are taxed

  5. and Identify people with significant control (PSC) over your company

    For example, anyone with voting rights or more than 25% of the shares.

    1. Find out what counts as a PSC

  6. Step 5 Prepare documents agreeing how to run your company

    You need to prepare a 'memorandum of association' and 'articles of association'.

    1. You are currently viewing: Find out how to create a memorandum and articles of association

  7. Step 6 Check what records you'll need to keep

    1. Check the company and accounting records you must keep

  8. Step 7 Register your company with Companies House

    You'll need to register an official address and choose a SIC code - this identifies what your company does.

    1. Check the rules for registered office addresses and email addresses
    2. Check what your SIC code is
    3. Register your company with Companies House

  9. Step 8 Manage your Corporation Tax

    1. Add Corporation Tax services to your business tax account