Morgan Russell Solicitors

Companies Act 2006 - Memorandum of Association

From 1st October 2009, the Memorandum of Association (“memorandum”) of a company will no longer form part of a company’s constitution.

The Companies Act 2006 (“2006 Act”) defines a company’s constitution as its Articles of Association and any resolutions and agreements that affect a company’s constitution.

A memorandum will still be required for a company incorporated on or after 1st October 2009, but it will be in a prescribed form and will simply provide that the subscribers wish to form a company under the 2006 Act and agree to become members of the company and to take at least one share each.  It is not updated.

Matters that are currently in the memorandum will, from 1st October 2009, be dealt with in the Articles of Association.

Provisions in an existing company’s memorandum will be treated as provisions in the Articles of Association.  If a company wants to change, for example, its objects clause, then it will need to amend its articles rather than its memorandum.

Under the 2006 Act, a company’s objects are unrestricted unless the Articles of Association make provisions limiting a company’s objects.  For an existing company, the objects provision in the memorandum will be deemed incorporated into the company’s Articles of Association.

If an existing company wishes to amend its constitution to provide for unrestricted objects, it will need to also amend its Articles of Association.

Any restriction on a company’s objects needs to be registered with the Registrar at Companies House and the alteration does not take effect until it has been registered.

Further information

If you require any further information or assistance, please contact Debbie Turner or Paul Morgan of Morgan Russell on 01372 461411.

The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.
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