The memorandum and articles of association are two key company documents. The memorandum of association demonstrates that a company’s initial shareholders (known as subscribers) have agreed to come together to form a company, whilst the articles of association set out how the company is going to be managed.
In this post, we’re going to explain what you should do if you have lost the memorandum and articles of association documents.
Don’t panic
Firstly, by their very nature, the memorandum and articles of association do not contain any sensitive information, so whilst misplacing them may be a nuisance, you don’t need to be concerned from a security perspective. They are actually already in the public domain, on the Companies House register.
Secondly, and as we will highlight in this post, they are remarkably simple to locate.
If you formed your company with Rapid Formations
Check your emails
As soon as your limited company was incorporated at Companies House, you will have received an email from support@rapidformations.co.uk with the subject line: ‘Rapid Formations: Order Ref X [unique reference number] Order Fulfilment’.
This email will have included a PDF attachment of your memorandum and articles of association, along with other important information and documents relating to your order, including your invoice, certificate of incorporation, share certificate(s), company authentication code, and more.
So, checking your emails should be your first step when looking for your memorandum and articles of association.
Log in to your Online Client Portal
You will also find a PDF copy of the documents in your Online Client Portal (provided that you have not updated the articles of association since incorporation – if you have, see the Companies House section below). To access this:
1. Select ‘Login’ on our homepage, enter your username and password, and click ‘Login’.
2. Click on ‘My Companies’.
3. Select the ‘View’ button.
4. Select the ‘Documents’ tab.
5. Select the ‘Download’ button next to ‘Memorandum & Articles (Full Document)’.
6. You will immediately be presented with your memorandum and articles of association, along with the option to download the document to your computer and/or print it.
Retrieving your documents from Companies House
If you formed your company directly with Companies House, you will need to get your memorandum and articles of association using the Companies House search function.
Also, if you used Rapid Formations to form your company but have since amended your articles of association, you will also need to retrieve them from Companies House, as our system does not retain copies of updated articles. We’ll show you how to do this below.
If you have not changed the memorandum and articles of association
1. Go to GOV.UK’s ‘Search the register’ tool. Enter your company name in the search box and select the magnifying glass icon.
2. From the results list, find your company name and select it.
3. Select the ‘Filing history’ tab.
4. You will be presented with a list of filings that the company has made. Locate the ‘Incorporation’ document and select ‘View PDF’.
If your company was formed using the Model articles of association, you will be notified of this next to ‘Incorporation’. When this occurs, you will not be able to view the articles of association here – just the memorandum of association. Instead, you can download the document via this link: Model articles of association. Please note, because of the ‘default’ nature of the Model articles of association, the document will not include a company name, company number, or any other information that is specific to your company.
5. You will be taken to your memorandum of association, articles of association (if you did not use Model articles), certificate of incorporation and the IN01 forms (used to register your company) – you can then download the documents to your computer and/or print them.
If you have changed the articles of association since incorporation (model or not)
1. Go to GOV.UK’s ‘Search the register’ tool. Enter your company name in the search box and select the magnifying glass icon.
2. From the list of results, click on the correct company name.
3. Select the ‘Filing history’ tab.
4. You will be presented with a list of filings that the company has made. First, get the memorandum of association which you’ll find in the ‘Incorporation’ documents. Scroll to this section and select ‘View PDF’.
5. You will be taken to your memorandum of association, old articles of association (if you did not use Model articles), certificate of incorporation and IN01 forms (used to register your company) – you can then download these documents to your computer and/or print them.
6. Now it’s time to get the updated articles of association. Go back to the list of filings and locate the ‘Memorandum and Articles of Association’ document (if the company has changed the articles more than once, find the most recent version) and select ‘View PDF’.
7. You will be taken to your updated articles of association – you can then download and/or print the document.
So there you have it, how to find your lost memorandum and articles of association
We hope you have found this post helpful.
Please leave a comment if you have any questions and we’ll be happy to help.
