Guides
What are the MOA and AOA?
The two core registration documents are the memorandum and the articles. They do different jobs and both matter as much as the certificate of incorporation.
Memorandum of Association
What the company is, to the outside world. It sets out:
- Company name and registered address
- Objects — what the company is permitted to do
- Authorised capital and the face value of shares
- Shareholders and their holdings
- That shareholder liability is limited
Articles of Association
How the company runs internally. It sets out:
- How general meetings are called and what quorum applies
- How directors are appointed and removed
- The share transfer procedure
- Auditor appointment
- How dividends are declared
When they must be amended
- Changing the company name
- Changing the registered address, in some cases
- Increasing authorised capital
- Adding a new line of business
- Changing how the company is governed
Amendment needs a special general meeting resolution and an application to the Registrar.
Please note
Government procedures, fees and deadlines change. This guide was updated on the date shown above. Confirm the current position with the relevant office or your auditor before acting on it. This is not legal advice.