Updated
GL-M-06
01 / In 30 seconds
The short answer
- 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
02 / In plain words
What Memorandum of Association means
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.
A case from practice
When preparing to apply for a programme, one of the client’s companies lacked a current version of its constitutional documents. Requesting them through the registrar and legalising them took about three weeks — not the most convenient moment for such a pause.
When the document is required
- Opening a company bank account
- A large deal with a counterparty
- Selling a business or a stake
- An immigration programme check
- Setting up a subsidiary
- Court and notarial proceedings
03 / What it covers
What the set includes
Memorandum
- Name and jurisdiction
- Objects
- Founders and capital
Articles
- Powers of the governing bodies
- Members’ rights
- Decision-making procedure
Registers
- Directors
- Participants
- Beneficial owners
Certificates
- Certificate of incorporation
- Company status
- Apostille and translation
04 / How it works
How to use the document
Keep it in the corporate file
Confirm the recipient’s requirements
Assemble the full set
Apostille and translation
Submit to the recipient
05 / Key facts
What you need to know
01
The document records the creation of the company and its basic terms
02
It works together with the articles
03
In some jurisdictions both documents are combined
04
Banks request the whole corporate set
05
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
06 / Expert advice
How to prepare in advance
Each company’s corporate documents are kept in one file and in their current versions: the memorandum, the articles, the registers, the certificate of incorporation, the certificate of good standing. Before filing, the recipient’s requirements for the composition, recency and legalisation of the set are confirmed — and time is planned for the apostille and translation.
What we do for you. 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.
Anna KovalevskayaLead lawyer for EU citizenship and residency, 12 years of practice
07 / Questions
Frequently asked questions
A constitutional document recording the creation of a company and its basic characteristics: name, jurisdiction, objects, founders and capital.
The memorandum is about the creation of the company and its initial terms. The articles are about the internal rules of its operation.
No. In some jurisdictions they are combined into one document or a different structure of constitutional documents is used.
The bank examines the whole corporate set to understand the company’s structure, its activity and the persons behind it.
For use abroad — as a rule, yes, together with a sworn translation under the rules of the receiving country.
Request duplicates or certified copies through the registrar or the company’s registered agent.
INITIAL ASSESSMENT
Tell us what outcome your family needs
We will design a solution for your case, choose the country and the right status, and take the whole process through to the result.
