Memorandum of Association vs. Articles of Association: The Complete Guide

When a company is incorporated, two constitutional documents give it a legal identity and a rulebook for running itself day to day: the Memorandum of Association (MOA) and the Articles of Association (AOA). They're often mentioned in the same breath — and confused for each other just as often — but they serve genuinely different functions in a company's legal framework.

Under the UK's Companies Act 2006, both documents are mandatory for company registration, and both are filed with the national companies registry, making them public record. Both the articles of association and the memorandum of association are a legal requirement under the Companies Act 2006 for any company incorporated in the UK. Similar dual-document requirements exist across most common-law jurisdictions, including India, Nigeria, and much of the Commonwealth, though the specific naming conventions and content requirements vary by country.

This guide breaks down what each document actually does, what must legally appear in it, how the two differ in practice, and why company secretaries and board administrators — the people who often end up custodians of these records — need to understand both.

Key Takeaways

• The Memorandum of Association is a short, largely unchangeable document that records the founders' intent to form a company and their agreement to become its first members.

• The Articles of Association are the operating rulebook — covering director powers, share transfers, meeting procedures, and dividend policy — and can be amended as the business evolves.

• Since the Companies Act 2006 came into force, the scope of the memorandum has been significantly reduced in the UK, with most governance detail now sitting in the articles instead.

• Amending the articles typically requires a special resolution — at least 75% of the total votes of all eligible members agreeing — followed by filing with the companies registry within a set window.

• Both documents become public record once a company is registered, meaning competitors, investors, and regulators can all inspect them.

• Older companies (in the UK, those formed before October 2009) may still have legacy provisions — like an "objects clause" — sitting in their memorandum rather than their articles, and should review whether an update is needed.

What Is the Memorandum of Association?

The Memorandum of Association is a foundational legal document that records the intention of a company's founders to incorporate and become its first members. A memorandum of association is a legal statement signed by all initial shareholders or guarantors agreeing to form a company. It's filed with the relevant government registrar at the point of incorporation and is a precondition for the company to legally exist.

Historically, in jurisdictions like the UK, the memorandum did much more — it defined a company's permitted business activities through an "objects clause," effectively capping what the company was legally allowed to do. Before the Companies Act 2006 came into force, the memorandum of association had to state in an "objects clause" the types of business and transactions that a company could enter into. That requirement has since been scaled back considerably in modern UK law, though the underlying concept — a document that establishes scope and founding intent — persists in most jurisdictions, including India under the Companies Act 2013.

Key Elements of the Memorandum of Association

• Company name and registered address: The MOA formally records the company's legal name and the jurisdiction of its registered office.

• Objects/purpose clause (legacy in some jurisdictions): Historically the most consequential section, defining the scope of permitted activity. The removal of the objects clause is only effective if the correct form is submitted to the companies registry, together with the special resolution approving the amendment — meaning even where this clause has become largely obsolete, formally removing it still requires a filing.

• Liability of members: For limited companies, this section states whether liability is capped by shares or by guarantee.

• Capital structure and shareholders: For companies with share capital, the memorandum reflects the founders' initial subscription. The memorandum should include the following details as prescribed by the applicable companies regulations, including the initial shareholding.

• Subscription clause: The memorandum states that the subscribers wish to form a company and have agreed to become members and, in the case of a company that is to have a share capital, to take at least one share each in the company.

Once filed, the memorandum is largely locked in place. The memorandum of association is the only part of a company's constitution that is permanently locked after incorporation — a detail that catches many first-time founders off guard, since it means any operational rules they want flexibility over need to live in the articles instead.

What Are the Articles of Association?

The Articles of Association are the company's internal rulebook — the document that governs how it's actually managed day to day. The articles of association are the most fundamental part of a company's constitution. They are essentially a body of rules broadly stating how the company is to operate, and the rights attached to shares. Unlike the memorandum, which is essentially frozen after incorporation, the articles are built to flex as a business grows.

Every officer and member is bound by them. All members and company officers (directors and secretaries) must comply with the articles. This makes the AOA the practical reference point directors and company secretaries return to whenever a governance question arises — how a vote is called, how shares move between owners, or what happens when a dispute breaks out among the board.

Key Elements of the Articles of Association

• Director powers and responsibilities: The AOA defines how directors are appointed, removed, and expected to act, and articles of association often contain restrictions on directors' powers to pursue certain actions without shareholder approval and authorisation.

• Share issuance and transfer: Rules governing how shares are created, sold, or restricted to protect the company's ownership structure.

• Meeting protocols: Procedures for board and shareholder meetings, including voting thresholds and quorum requirements.

• Dividend distribution: Conditions and approval processes for distributing profits to shareholders.

• Conflict resolution and entrenchment: Some companies add extra protection to specific provisions. Provisions for entrenchment are clauses that provide further requirements for changing specified provisions in the articles — for example, a greater percentage of shareholder approval may be needed than the usual 75% for a special resolution.

Many jurisdictions also offer a default template so founders aren't drafting from a blank page. Model articles are a good option if your company is new or small with standard shares, and you don't want to put in place specific rules about how it should be run — for instance, a sole director-shareholder company with no history of internal disputes.

Memorandum vs. Articles: The Core Differences

Why Amending the Articles Matters for Governance

Because the articles are the living document, most real-world governance changes — adjusting how many directors are needed for quorum, changing dividend policy, or adding rules for how shares transfer on a founder's exit — happen through an articles amendment rather than touching the memorandum at all.

The process itself is formal and time-bound. To amend the articles, shareholders must pass a special resolution with at least 75% of the total votes of all eligible members agreeing. Once agreed, a copy of the new articles together with a copy of the members' resolution must be filed with the companies registry within 15 days of being passed. Missing that filing window can create compliance gaps that are awkward — and sometimes costly — to unwind later.

Some legacy provisions complicate this further. In the UK specifically, for companies incorporated before the Companies Act 2006, if amending or removing the company's objects (now deemed part of the articles), the company must also file a notice with the companies registry, and the alteration will not take effect until this notice has been registered. This is a reminder that older companies sometimes carry constitutional baggage that newer companies simply don't have to deal with.

Frequently Asked Questions

Do all companies need both documents? In most incorporation regimes that require these documents at all (such as the UK, India, and many Commonwealth jurisdictions), yes. Both the articles of association and the memorandum of association are a legal requirement for registering a limited company.

Can a company write its own articles instead of using a standard template? Generally, yes. You can choose to write your own articles of association and submit them either electronically or in the post when you register your company, though legal advice is recommended for anything beyond a standard small-company setup.

Are these documents publicly visible? Yes, in jurisdictions like the UK. A company's articles of association will also be publicly available on the companies registry, and the same is generally true of the memorandum once registration is complete.

What happens to older objects clauses? Since the enactment of the Companies Act 2006, the scope of the memorandum has been significantly reduced, and older objects clauses from pre-2006 companies are now generally treated as part of the articles rather than the memorandum — but they still restrict the company unless formally removed.

Why This Matters for Boards and Company Secretaries

For company secretaries and board administrators, the MOA and AOA aren't just formation paperwork filed away and forgotten — they're the documents that get pulled out whenever a governance question is contested: Can this director act alone? Does this share transfer need board approval? What's the quorum for this vote? Keeping these documents (along with amendment history, board resolutions, and meeting records tied to them) organized and easy to retrieve is a core part of good corporate governance.

Many boards store their articles of incorporation and certificate of incorporation alongside related governance records like bylaws and the board charter, so that directors and the corporate secretary can reference them quickly during a board meeting or when a resolution is being drafted. A well-organized document management system — the kind built into a modern board portal — makes it far easier to keep constitutional documents current, auditable, and instantly accessible whenever governance questions come up in the boardroom.

Sources

1. Companies Act 2006, UK Public General Acts — legislation.gov.uk

2. Companies Act 2006 — Explanatory Notes — legislation.gov.uk

3. "A guide to memorandum and articles of association," The Gazette — thegazette.co.uk

4. "Memorandum and articles of association explained," Inform Direct — informdirect.co.uk

5. "What are the Memorandum and Articles of Association?," 1st Formations — 1stformations.co.uk

6. "Memorandum of association," Practical Law, Thomson Reuters — uk.practicallaw.thomsonreuters.com

This article is for general informational purposes and does not constitute legal advice. Company law varies by jurisdiction — always confirm requirements with a qualified solicitor or your national companies registry before drafting or amending constitutional documents.