Memorandum & Articles Of Association

Memorandum and articles of associations are often wrongly thought of as being one and the same document.

The Memorandum Of Association is  a legal statement signed by all of the initial shareholders that agreed to form the company. The memorandum usually consists of a single sentence stating that each subscriber to the memorandum wishes to form a company, agrees to become a member of that company and take a number of shares. The shareholders are then listed.

Articles Of Association outline the delegation of roles and responsibilities within the company and the rules about how the company will be run as agreed by the shareholders, directors and the company secretary. Depending on the complexity of the company, this document can consist of several pages to hundreds of pages.

For the purposes of Legalising these documents at Embassies, usually the Embassy will insist that both documents be individually apostilled by the Foreign & Commonwealth Office (FCO). Historically, some Embassies would accept both documents as one where formally joined together (eg as a legalised, notarised bundle), this practise has recently changed, for example, the UAE Embassy used to accept the joined documents as a single commercial document. However now both documents have to be separate and individually legalized by the FCO.