Memorandum and Articles of Association

Part of the registration process whilst setting up a limited company involves stating the nature of your new company. This is done via a Memorandum of Association and Articles of Association, sets of which can be prepared by our lawyer.

A Memorandum of Association provides details of the company's name, location and what it will do. Articles of Association describe how the company will be run, the rights of the shareholders and the powers of the company's directors.

It is useful to think of the Memorandum as governing the company's dealings with third parties (external parties) and the Articles as governing internal matters.

The Memorandum describes what your company is and does, by outlining the following:

• Company name: There are some restrictions - you can't include sensitive words like international and federation. It must finish with the word limited but not have it elsewhere. Also, it must not be offensive or imply criminal activity and cannot have been registered by anyone else. You can check for individuality by searching the Company Names Index at Companies House and the Trade Marks Register at the Patent Office. Refer to the Business Names Act 1985 and the Company and Business Names Regulations 1981 for more information. You can check for valid company names by using Companies House Webcheck by clicking here. To find out whether your chosen trade name has already been registered as a trade mark, you can look on the Patent Office Website by clicking here.

  
  
• Location of the registered office: The country in which your company's registered office is located.

• Objects of the company: Here is where you describe what your company does. You must limit your business activities accordingly, so make it a wide statement, such as "general commercial trading company".

• Limiting the liability of the members: This means each owner of the company has to contribute no more than the value of their shares.

• Share capital: You must state the amount of capital in the company and how it is divided.