Memorandum of Association MoA
Stands for: Memorandum of Association
A foundational charter document used in UK, Commonwealth, and many other jurisdictions to register a company, traditionally listing the subscribers and the company objects.
Definition
The Memorandum of Association is the historical English-law counterpart to the US Articles of Incorporation. It is the document that subscribers sign to bring a company into existence in the United Kingdom and across most Commonwealth and former-Commonwealth jurisdictions including Ireland, Hong Kong, Singapore, Malta, Cyprus, India, Pakistan, Bangladesh, Kenya, Nigeria, Australia, New Zealand, the UAE, the British Virgin Islands, and the Cayman Islands. Historically the Memorandum set out the company name, the registered office country, the objects clause (the permitted business purposes), the liability of members (usually limited by shares), the share capital authorized, and the names of the founding subscribers. Under the UK Companies Act 2006, much of this content moved into the Articles of Association, and the modern UK Memorandum is now a short statement that the subscribers wish to form a company and agree to take at least one share. In jurisdictions that have not adopted Companies Act 2006 reforms - including most offshore centers and parts of South Asia and Africa - the Memorandum remains the longer, substantive document and the objects clause is still legally meaningful, with ultra-vires acts (acts beyond the company objects) potentially being void.
When you'll encounter it
You will encounter the Memorandum of Association whenever you register a company in the UK or a Commonwealth-style jurisdiction. UK incorporations on Companies House require the (now-short) Memorandum alongside the IN01 form and Articles of Association. In jurisdictions like the BVI, Cayman, Dubai DIFC/ADGM, or Singapore, the Memorandum is still substantive and you will negotiate the objects clause and share capital with company-secretary providers like Tricor, Vistra, or local registered agents.
Used in our guides
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FAQ
Is the Memorandum still important after the UK Companies Act 2006?
In the UK, the Memorandum has been simplified to a short statement of intent to incorporate; the substantive content moved into the Articles of Association. In most other jurisdictions still using English-law tradition - Hong Kong, Singapore, BVI, Cayman, Cyprus, Malta - the Memorandum remains the substantive constitutional document.
What is the objects clause and does it still matter?
The objects clause historically listed the permitted business purposes of the company; acts outside those purposes were ultra vires (beyond power) and could be void. Modern UK companies have unrestricted objects by default. In offshore jurisdictions, drafting a broad objects clause is still a practical concern.
Can the Memorandum be amended after incorporation?
Yes, by special resolution of the members (typically 75 percent approval). In the UK, the modern Memorandum is unchangeable in its short form because it just records that the subscribers chose to form the company; substantive changes happen in the Articles.
References
- UK Companies Act 2006 Section 8 - Memorandum of Association https://www.legislation.gov.uk/ukpga/2006/46/section/8
- UK Companies House - Incorporation Forms https://www.gov.uk/government/publications/incorporation-form-in01
- Hong Kong Companies Registry - Incorporation https://www.cr.gov.hk/en/companies/incorporation.htm