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Company Secretarial / November 4th 2014

Can I Change my Company’s Memorandum of Association?

Generally, since the Companies Act 2006 was introduced the memorandum of association cannot be altered and is a purely historical document. A memorandum of association is filed with Companies House along with the company’s articles of association during the formation of a company. The purpose of the memorandum of association is to show the subscribers’ intention to form a company and become a member of the company when it is formed. For companies limited by shares the memorandum of association evidences the first shareholders’ intention to take and pay for the number of shares indicated within the memorandum. Previously the memorandum of association held important information relating to how the company was run, such as listing the company’s objects. This meant that if for example the objects of the company needed to be changed, the memorandum of association would be amended. However since the changes brought about by the Companies Act 2006 most of the changeable provisions that were previously held within the memorandum are now contained within the company’s articles of association. As such companies formed under the Companies Act 2006 will not be able to amend their memorandum of association. If you require assistance with incorporating a new company or amending your articles of association please Contact Us for more information.

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