The Memorandum of Association has always been one of the fundamental limited company documents.  However the 1^st October 2009 changes mean that it’s use will change considerably.

Before 1^st October 2009

The Memorandum of Association is the company document that sets out fundamental information about the limited company.   This is information such as the company’s name, domicile, subscribers and objects.  Changes to a company’s memorandum are made by filing the correct forms at Companies House, following the correct resolutions being passed by the company.

Once a change has been made it is an offence to issue an out of date version of the memorandum.

Changes effective from 1^st October 2009

The last implementation of the Companies Act 2006 will come into force on 1^st October 2009.  Within this there are a number of changes in relation to the memorandum of association.  These include:

• The purpose of the memorandum will be limited to show the intention of the subscribers to form a company.
• The company’s rights, powers and liabilities will be contained in the articles rather than the memorandum.
• Changes will no longer be made to memorandums, as its existence will be to show what the company’s set up upon formation. Any changes made later in the company’s life will be made to the articles.
• The objects will be contained within the articles rather than the memorandum and will be unlimited unless stated otherwise.

For more information about the Companies Act 2006 and 1^st October 2009 changes visit our article How does the Companies Act 2006 affect your new company? or the Companies House website.