Company Structure

Memorandum / Articles of Association

Every private limited company in England and Wales has its own 'Articles of Association' and 'Memorandum of Association'. These are often simply referred to as 'the Articles' or 'the Memorandum'.

Together, these documents form the 'constitution' of the company and regulate the powers of the company and the rights of its shareholders.

Generally speaking, in modern companies, the Memorandum of Association is now of less importance than it once was but a company's Articles of Association remain fundamental in regulating how a company lawfully goes about its business and what rights its shareholders have.

There is no standard prescribed form of Articles of Association and it is therefore essential to obtain an up to date copy of a company's Articles (available from Companies House) before any analysis of a company's legal position or the position of its shareholders.

Whilst general statements about shareholder rights can be made, these are almost always subject to alteration by the company's Articles of Association.