Memorandum ofAssociation
Memorandum of Association
- What it is
- A constitutional document recording the creation of a company and its basic characteristics
- What it contains
- The name, jurisdiction, objects, information on the founders and capital
- A pair with the articles
- The memorandum is about creation; the articles are about the internal rules of operation
- Where you encounter it
- In jurisdictions of the British legal tradition and related systems
- Why you need it
- It is part of the corporate set requested by banks and reviewers
In plain words
The memorandum of association is a constitutional document recording the fact of a company’s creation and its basic characteristics: the name, the jurisdiction of registration, the objects, information on the founders, and the size and structure of the capital. It is the document stating that the company has been created and on what initial terms.
It works together with the articles of association, which describe the company’s internal life: how decisions are taken, what powers the governing bodies have, members’ rights and the procedure for transferring shares. The first document answers the question “what has been created”, the second “how it works”. In some jurisdictions they are combined into a single document.
The practical value for the owner lies in the set. Banks when opening an account, counterparties in major transactions, buyers of a business and immigration programme reviewers request the corporate documents in full: the memorandum, the articles, the registers and a certificate of good standing. Having a complete and up-to-date set noticeably speeds up any procedure.
When the document is required
What the set includes
- Name and jurisdiction
- Objects
- Founders and capital
- Powers of the governing bodies
- Members’ rights
- Decision-making procedure
- Directors
- Participants
- Beneficial owners
- Certificate of incorporation
- Company status
- Apostille and translation
How to use the document
- 01Keep it in the corporate file
- 02Confirm the recipient’s requirements
- 03Assemble the full set
- 04Apostille and translation
- 05Submit to the recipient
What you need to know
- The document records the creation of the company and its basic terms
- It works together with the articles
- In some jurisdictions both documents are combined
- Banks request the whole corporate set
- Use abroad requires an apostille and translation
Common mistakes
- Filing one document instead of the set
- Keeping corporate documents scattered
- Not keeping track of whether versions are current
- Forgetting the apostille when using it abroad
- Having no copies if the originals are lost
What this means for a BRIDGES client
We assemble the corporate set for all the client’s companies in advance and put it in order. It is not the most visible part of the preparation, but it is most often what determines whether you meet the filing timeline.
Frequently asked questions
01 /What is a memorandum of association?
A constitutional document recording the creation of a company and its basic characteristics: name, jurisdiction, objects, founders and capital.
02 /How does it differ from the articles?
The memorandum is about the creation of the company and its initial terms. The articles are about the internal rules of its operation.
03 /Are they always two separate documents?
No. In some jurisdictions they are combined into one document or a different structure of constitutional documents is used.
04 /Why does the bank need it?
The bank examines the whole corporate set to understand the company’s structure, its activity and the persons behind it.
05 /Is an apostille needed?
For use abroad — as a rule, yes, together with a sworn translation under the rules of the receiving country.
06 /What should be done if the documents are lost?
Request duplicates or certified copies through the registrar or the company’s registered agent.
See also
Read next
This material has undergone editorial review by BRIDGES.
Corporate documents not yet assembled?
We will assemble the full set for your companies, with legalisation — before the application is filed.