What are the memorandum and articles of association?
The Memorandum of Association sets out the company’s name, where its registered office is situated (which must be in England and Wales), the fact that the liability of members is limited, its share capital and the purpose for which the company is set up (its objects and its powers). The Articles of Association of the company are the internal rules of the company. They create a contract between the members or owners of the company and the company itself. If no Articles of Association are filed when the company is incorporated a statutory standard form of articles will apply. In practice, the statutory articles are amended to suit a company’s specific requirements. The Articles deal with such matters as the creation, issue, allotment and transfer of shares, the company’s borrowing limits and the powers and duties and regulations of directors. With effect from 1 October 2009, the Companies Act 2006 will introduce major changes to these documents. As a result of the changes the importance
