Memorandum of association

The memorandum of association summarises the key facts of the company which is being formed and who the first shareholders are. The content consists of:

• The Company's Name

• The situation of the registered office: England, Wales, England and Wales or in Scotland

• The objects clause

• That the liability of the members is limited

• The share capital and how it is subdivided into shares

The objects clause states what the company's objective is. The legal relevance has diminished and any 3rd parties acting in good faith are considered to be protected if the company enters into transactions or agreements outside its objectives. However, a director could still be personally liable to the company if he acts outside his authority.

It is common to still include long objective clauses and specify what a director is authorised to do in the memorandum of association.

Articles of association

The articles of association are a list of rules giving more detail on the roles and responsibilities of the company, the directors, shareholders and any other officers or committees. It also specifies who can make which decisions and how these can be made.

A standard for this exists and is called Table A. This standard just like the company law it self is continuously updated. In fact a lot of change is taking place because the companies act 2006 is gradually becoming valid.

Your articles of association are important and you can change these if you want to however, it strongly advise you consult a properly qualified professional when you do so.

It is very common to refer to table A in your articles of association an then give further details of what elements are not valid for your company.

Articles of association can be changed by sending a certified copy of the resolution to Companies House within 15 days of the change is approved by special resolution and approved by the members (=shareholders). You will also need to add a printed copy of the articles as amended or a certified copy of the new Articles.

Share Certificates

You are required to issue share certificates to shareholders within two months after an issue of shares or when the documents necessary to effect a transfer have been received by the company.

When you form the company with GoldOne® then you receive these free of charge as part of the incorporation. This saves you buying them at a legal stationary or paying for it in case your agent does supply them separately. It is quite common to charge £10.00 - £20.00 for a single certificate.

As far as we know we are the only company formation agent which issues the share certificates with a unique number hologram so that you can verify the authenticity of the certificate.

More information on:

3 Step Company Registration

How to protect your trade mark

Company Names