Memorandum and Articles of Association: Limited Company (Ltd) by shares
The free model memorandum and articles of association template provided by Companies House was designed to be an example rather than a final document that any company could take and use immediately. For most companies the model will need to be edited to create a document that reflects the reality of how the company will operate. With this in mind, we have created this guide containing extensive notes, explanations and draft text to enable you to take the Companies House model version and from it create the perfect document for your private limited company.
About this guide to the memorandum and articles of association
Companies House provide a free model memorandum and articles of association for a private limited company. The model complies with the latest law, namely the Companies Act 2006, and is a well written set of modern, comprehensive terms on which your own could be based.
However, the Companies House version is not a "model" in the sense of either being perfect or of universal application. In our opinion, it is simply an example version that may be suitable for some, but not all companies. It is most unlikely that it will be appropriate in its present form. While there is nothing wrong from a legal standpoint, there are many additions and omissions that are unworkable or impractical in the real world.
Companies House do not provide notes or guidance to their model either, so it is also unlikely that you will be aware of all of the points to consider and how to make necessary edits.
You could buy an expensive and lengthy law and accounting book and spend a week reading about it. Or you could buy this guide and decide what you need in an hour. We give you a commentary on the Companies House model including the points that you might otherwise miss and suggestions as to what to include, exclude and importantly, why. We also provide alternative text so that you do not have to draft it yourself.
Our guide contains practical and commercial additions, deletions and amendments gleaned from our experience of operating companies in many different industry sectors.
To help you draw your document as quickly as possible we have included a “plain vanilla” copy of the Companies House template, our own suggested model templates and a bonus of draft minutes of special business at an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) to change the articles.
Background to company incorporation
The memorandum and articles of association of a limited company are together its constitution. They set out the powers that the shareholders give the directors to run the company on their behalf. It is important for the shareholders in case of dispute with the directors that the document covers all the important points in how the company will be managed.
This document has been updated to reflect the Companies Act 2006. The template is in the new style of the articles of association required for private companies incorporated after 1 October 2009. The new law has greatly simplified the requirements of the document and made it easier to complete.
The memorandum of association is now primarily an historical record rather than a document that affects the ongoing operation of the company. Information that was previously provided in the memorandum on formation will in future be provided to the Registrar in the form of a series of statements made in the application for registration or in the articles.
Using this drafting guide to create your own Memorandum and Articles of Association
Almost all private companies are limited by shares. For most companies, this product will be right for your circumstances. The exception is where you want to form a company which is limited by guarantee, typically in the case of charities, clubs and non-profit associations.
Our model versions:
- are suitable for incorporating a new company or for changing an existing company
- are not specific to any particular industry
- contain modern provisions in plain English
- allow you to construct your memorandum and articles of association to suit your exact business needs
- are full of practical and commercial help and suggestions
- designed to help you draw your documents in a short time
What you buy now are:
- the Companies House model, annotated with drafting notes and suggestions for alternative text
- draft minutes of special business at an AGM or EGM to change the articles
We also include a clean copy of the free Companies House template in case you need it.
This document was written and is maintained by solicitors at Net Lawman to comply with current English law.
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