To set up as a limited company in the UK, you - or the agent acting for you - will need to send the following documents to Companies House:
The memorandum of association of a company incorporated under the Companies Act 2006 confirms the subscribers' intention to form and become members of a company. In the case of a company limited by shares, the memorandum will also provide evidence of the members' agreement to take at least one share each in the company.
Information on capital and shareholdings is no longer part of the memorandum and is contained in form IN01 as either a 'statement of capital and shareholdings' or, for those companies limited by guarantee, a 'statement of guarantee'.
Once the company has been incorporated, the memorandum no longer affects the operation of the company and cannot be amended. It becomes, to a large extent, a historical document.
A company's articles of association is an internal rulebook. Every company formed under company law will have articles of association - commonly referred to simply as the company's 'articles'.
The articles are chosen by the members and form a contract between the company and its members. They help ensure the company runs as smoothly and efficiently as possible and set out how the company makes decisions and includes various matters connected with the shares. Every company is required to have articles and they are legally binding on the company and all of its members.
The articles cannot contain rules that do not comply with the Companies Act 2006 or make the company operate outside the law. Provided members observe this general principle they can choose which rules go into their company's articles, although they may find it convenient to use model articles. If the members decide to draw up their own rules, they should consider taking legal or other professional advice before having the articles drawn up for their company.
On incorporation, a company can adopt model articles, model articles with amendments or bespoke articles. Model articles are available for private companies limited by shares, private companies limited by guarantee and public companies.
When you complete form IN01, you need to indicate if the proposed company is adopting:
If you do not indicate which articles you are adopting, the model articles appropriate to your company type will be automatically applied.
0303 1234 500
0870 600 5522