The Memorandum and Articles of Association are the foundational legal documents that establish a company's existence, define its purpose, and set out the rules for how it operates internally.
The Memorandum and Articles of Association work together as your company's constitutional documents.
The Memorandum outlines the company's relationship with the outside world, whilst the Articles govern internal management and operations.
These documents legally establish your company's existence and provide the framework for decision-making, shareholder rights, and operational procedures.
Without properly filed Memorandum and Articles of Association, your company cannot legally operate or enter into contracts.
The Memorandum typically contains the company name, registered office, objects clause, and share capital details.
The Articles cover director powers, shareholder meetings, share transfers, and dividend distribution rules.
Your Articles of Association determine how major decisions are made, who can authorise transactions, and how disputes are resolved.
They also establish voting rights and procedures for appointing or removing directors.
Yes, you can amend these documents through special resolutions requiring typically 75% shareholder approval.
However, changes must be filed with the company registry and may require additional documentation depending on the nature of amendments.
Poorly drafted documents can lead to operational difficulties, shareholder disputes, and complications during investment rounds.
Standard template versions may not suit your specific business needs, particularly regarding share classes or director authorities.
Review these documents before major business changes, investment rounds, or when bringing on new shareholders.
Regular reviews ensure your constitutional documents remain aligned with your business structure and growth plans.
