Lost memorandum and articles of association? Here’s what to do

Misplaced your company’s memorandum or articles of association? You’re not alone – and thankfully, it’s quick and easy to replace them.

Whether you need them for a bank application, a shareholder query, or simply to keep your company records complete, you can download copies from Companies House in minutes. And if you received your memorandum and articles of association through Rapid Formations, you can also retrieve them instantly through your Online Client Portal.

In this guide, we’ll show you exactly how to locate your documents, explain what they contain, and highlight when you might need to access them.

How to retrieve your memorandum and articles of association

Before we dive into what these documents mean, let’s get straight to the part that matters: how to find them. You can recover your memorandum and articles in two ways:

• Through your Rapid Formations account (if you registered with us)
• Through the Companies House register (for all UK limited companies)

If you used Rapid Formations

When you form a company with Rapid Formations, we store your incorporation documents securely and permanently in your account – for free. That means you’ll never lose them, even if you’ve changed computers or deleted your emails.

• Why are the articles of association so important?
• What company information is available to the public?
• A guide to company documents

You can retrieve your memorandum and articles of association using one of the two methods below.

Find your documents via email

The quickest way to locate your memorandum and articles is to check your email inbox for the message we sent on the day your company was incorporated. Look for an email from support@rapidformations.co.uk with the subject line ‘Rapid Formations: Order Ref X [unique reference number] Order Fulfilment’.

That email includes:

• Your memorandum and articles of association (PDF)
• Your certificate of incorporation
• Your share certificates
• Your company authentication code
• Your invoice and other order documents

You can download or print these PDFs directly from the email.

Download from your Online Client Portal

If you can’t find the email, you can log in to your Online Client Portal, where all your documents are stored.

Follow these simple steps:

1. Go to the Rapid Formations homepage and click ‘Login’.
2. Enter your username and password, then select ‘Login’.
3. From your dashboard, click ‘My Companies’.
4. Choose the company you want to view, then click ‘View’.
5. Select the ‘Documents’ tab.
6. Click ‘Download’ next to Memorandum & Articles (Full Document).

Your documents will appear instantly as PDFs, ready to save, print, or email to whoever needs them. Bear in mind, however, that the Rapid Formations portal will only contain the original version if you’ve amended your company’s articles of association since incorporation. For the updated articles, you’ll need to download them from Companies House (explained below).

If you used Companies House

Companies House holds incorporation records for every active UK company. If you formed your company directly with Companies House, or if you’ve since changed your articles, you can download your documents from the official register. This process is free and only takes a few minutes.

What to do if your articles are unchanged since incorporation

1. Go to the Companies House ‘Search the register’ tool.
2. Type your company name into the search box and click the magnifying glass icon.
3. From the results, select your company.
4. On your company profile, click the ‘Filing history’ tab.
5. Look for the document titled ‘Incorporation’ and select ‘View PDF’.

This PDF will include your:

• Memorandum of association
• Articles of association (if you did not adopt model articles)
• Certificate of incorporation
• IN01 application form

If your filing history says ‘Model articles adopted’, that means you used the default government template. You can download a generic copy of the model articles directly from the Companies House website. But remember, the model articles are standard templates: they won’t include your company name or number.

What to do if you’ve changed your articles since incorporation

If you’ve made any changes to your company’s articles (for example, to create new share classes or adjust director powers), the most recent version will appear as a separate filing.

To access it:

1. Go to the Companies House search tool and enter your company name.
2. Select your company from the list.
3. Click ‘Filing history’.
4. Find the filing titled ‘Memorandum and Articles of Association’. If there’s more than one, open the most recent.
5. Click ‘View PDF’ to open and download your updated articles.

You now have both:

• The original memorandum of association (found under Incorporation), and
• Your current articles of association (found under the latest update).

Save both for your records, and consider printing copies for easy access.

Why these documents matter

Every limited company is built on two key documents:

• The memorandum of association – showing who founded the company and confirming their intention to form it.
• The articles of association – the internal rulebook for how the company is managed and governed.

Your memorandum and articles of association form the legal backbone of your company and are collectively known as your company constitution. Understanding what these documents do and where to find them helps directors, shareholders, and advisers make informed decisions.

When you might need them

You might be asked to present your memorandum or articles of association in situations such as:

• Opening a business bank account
• Applying for finance or investment
• Onboarding new directors or shareholders
• Selling the company or restructuring ownership
• Responding to legal or regulatory requests
• Updating or drafting shareholder agreements

Even though these documents don’t change often, they’re vital reference points for company operations and legal compliance.

Who typically requests these documents

Your memorandum and articles of association often come into play at key moments in your company’s life. A bank might ask to see them when you open an account or apply for finance; advisers such as solicitors and accountants review them during due diligence checks; and investors or potential buyers rely on them to understand how your company is structured. Even auditors or HMRC may occasionally request copies to verify compliance. When these situations arise, having the documents neatly organised means you can respond at once and present your business as transparent and well-run.

What is a memorandum of association?

The memorandum of association is a brief yet important document that is automatically created when a company is incorporated. It confirms that the original shareholders (or guarantors) – known as subscribers – agreed to form the company under the Companies Act 2006.

It is issued in a prescribed form under the Companies (Registration) Regulations 2008 and includes:

• The registered company name
• The date of incorporation
• The legislation under which the company was formed
• Whether it is limited by shares or limited by guarantee
• The names of the subscribers
• For companies limited by shares, confirmation that each subscriber agrees to take at least one share

Each subscriber signs or digitally authenticates the document. Once Companies House accepts the incorporation, the memorandum becomes a historic record that cannot be changed.

In short, the memorandum provides a snapshot of your company at the moment it was created. Except for an automatic update to reflect a formal name change, the information within it remains fixed for the life of the company.

What is included in your articles of association?

The articles of association are the company’s internal rulebook. They set out how the company will be run, how decisions are made, and the rights and responsibilities of directors and shareholders.

Typical provisions include:

• Appointment and removal of directors
• Directors’ powers, duties, and decision-making procedures
• Issue and transfer of shares
• Members’ rights and obligations
• Declaration and payment of dividends
• Arrangements for meetings and written resolutions
• Procedures for altering the articles themselves

Together, these rules serve as a contract between the company and its members, as well as between each member and every other member. This means the articles have a binding legal effect, ensuring that everyone involved in the company is treated fairly and operates within an agreed framework.

Model or bespoke articles

Most companies adopt the government-issued Model Articles of Association, which are suitable for the majority of small private companies. However, some businesses choose to amend the model version or create bespoke articles to reflect their specific requirements, for example, by:

• Creating multiple share classes with different rights
• Adding pre-emption provisions on share transfers
• Introducing detailed rules on director voting or dividend policy

If you have replaced or amended your company’s articles since incorporation, ensure that the most recent version has been properly filed with Companies House and saved in your internal records.

Can you change your articles?

Yes. To change your articles of association in the UK, you’ll need to pass a special resolution and file a copy of both the resolution and the new articles with Companies House.

Companies usually update their articles of association to keep them aligned with how the business actually operates. Common reasons include:

• Creating new classes of shares
• Revising the powers or responsibilities of directors
• Incorporating the terms of shareholder agreements
• Modernising outdated clauses

Whatever the motivation, any change to the articles must be properly approved and filed with Companies House to take legal effect. You can always view the latest version through the Companies House filing history using the steps described earlier.

Keeping your company documents safe

Your company’s constitutional documents should always be easy to locate. Here are some simple practices that make life easier for directors and shareholders:

• Keep electronic copies of the memorandum and articles in a secure, backed-up location such as cloud storage or your formation agent’s client portal.
• Print and store hard copies at your registered office or SAIL address, where they can be inspected on request.
• Label each version clearly if you have amended the articles, and include the adoption date in the filename or header.
• Share updated versions promptly with directors, company secretaries, and advisers to ensure they are working from the most up-to-date rules.

Why you should keep company documents accessible

Quick access to your constitutional documents keeps your business running smoothly. It allows you to prove your company’s status, satisfy checks from banks or regulators, and make administrative changes (such as appointing directors or updating share structures) without delay. Just as importantly, it helps everyone involved stay aligned with the rules that govern how the company operates. Misplacing paperwork is rarely serious, but maintaining clear, up-to-date copies demonstrates professionalism and saves time when those inevitable requests arrive.

Lost your company documents? Here’s how to prevent it happening again

Clear, well-kept company records make business life smoother. Your memorandum and articles of association underpin everything your company does, from share issues to director decisions.

Whether you’ve lost your memorandum or articles of association, or are registering a new company, Rapid Formations gives you instant access to every essential document – including your certificate of incorporation, share certificates, and more – via our secure Online Client Portal.