Which related documents are filed at Companies House?

Companies House usually holds the incorporation record, memorandum, articles filed on incorporation, amended articles, special resolutions and other statutory filings. Internal records such as board minutes and registers are normally kept by the company.

What company records should be kept with the Articles of Association?

A UK company should keep statutory registers, accounting records, minutes of director and shareholder decisions, resolutions, share allotment records, transfer records and copies of its constitutional documents at its registered office, SAIL address or another permitted location.

How can a UK company amend its Articles of Association?

Articles can usually be changed by passing a special resolution of shareholders and filing the amended articles and resolution with Companies House within the required deadline.

Are shareholder agreements related to Articles of Association?

The articles of association govern internal company procedures, but shareholder agreements may contain additional private arrangements between shareholders. Both should be consistent to avoid conflict.

Why are documents related to Memorandum and Articles of Association important?

They are important because they provide evidence of company formation, define governance rules, support due diligence, confirm shareholder and director authority, and help prove compliance with UK company law.

When might I need related records for Memorandum and Articles of Association?

You may need them when forming a company, adding investors, issuing or transferring shares, appointing directors, changing voting rights, preparing due diligence, applying for finance or updating Companies House records.

How can I find a UK company’s Articles of Association and related filings?

The public can usually download filed articles, resolutions and incorporation documents from Companies House. Non-public internal records must normally be obtained from the company or its authorised officers.

Can Articles of Association control shares and shareholder rights?

Yes. Articles can include provisions on share classes, transfer restrictions, pre-emption rights, dividend rights, voting rights, director appointment rights and procedures for issuing new shares.

How do board minutes and shareholder resolutions relate to the Articles of Association?

Board minutes record directors’ decisions, while shareholder resolutions record member approvals. These records often evidence actions taken under the company’s articles, such as share issues, director appointments or article amendments.

Can AI generate UK documents related to Memorandum and Articles of Association?

An AI-generated document can help create a strong first draft based on UK company documentation patterns, but it should be reviewed for legal suitability, especially where complex rights, investors or regulated activities are involved.

EN-GB>Corporate>Memorandum and Articles of Association>United Kingdom Memorandum and Articles Records

United Kingdom Documents And Records Related To Memorandum And Articles Of Association

Created: 13 Jun 2026

This structured dataset helps readers identify key company formation documents and records linked to a memorandum and articles of association. It is useful for understanding incorporation evidence, governance records, and compliance context related to AI Generated British Certificate of Incorporation.

Document or Record	Purpose	Common Use Stage	Visibility	Relationship to Articles
Incorporation document, Constitutional document
Memorandum of association	Confirms subscribers agree to form the company.	At incorporation	Public filing	Filed with the articles as part of the company constitution at incorporation.
Constitutional document, Incorporation document
Articles of association	Sets rules for running the company.	At incorporation During company administration When changing articles When issuing or transferring shares When making shareholder decisions	Both public filing and private record	This is the core document being created, adopted or amended.
Constitutional document
Company constitution record	Identifies the company's constitutional documents.	At incorporation During company administration When changing articles	Both public filing and private record	Treats the articles as a key part of the company constitution.
Model articles of association	Provides default articles where adopted or not excluded.	At incorporation During company administration	Public filing	May be adopted wholly, modified, or replaced by bespoke articles.
Constitutional document, Incorporation document
Bespoke articles of association	Creates tailored governance and share rules.	At incorporation When changing articles When issuing or transferring shares	Both public filing and private record	Replaces or modifies the model articles with company-specific provisions.
Incorporation document, Filing document
Statement of capital and initial shareholdings	States initial share capital and subscribers' shares.	At incorporation When issuing or transferring shares	Public filing	Should align with share classes and rights permitted by the articles.
Statement of guarantee	Records each member's guarantee contribution.	At incorporation	Public filing	Complements articles for companies limited by guarantee.
Form IN01 application to register a company	Applies to Companies House to incorporate the company.	At incorporation	Public filing	Submitted with or alongside the memorandum and articles on incorporation.
Certificate
Certificate of incorporation	Confirms the company is legally registered.	At incorporation During company administration	Public filing	Confirms incorporation after registration of the constitutional documents.
Resolution
Special resolution to amend articles	Approves alteration of the company's articles.	When changing articles When making shareholder decisions	Both public filing and private record	Usually required to validly alter the articles.
Constitutional document, Filing document
Amended articles filed at Companies House	Places updated articles on the public register.	When changing articles	Public filing	Is the updated version of the articles after amendment.
Resolution, Filing document
Filed copy of special resolution	Notifies Companies House of a filed resolution.	When changing articles When making shareholder decisions	Public filing	Evidences member approval for article changes or entrenched provisions.
Resolution
Members' written resolution	Records shareholder approval without a meeting.	When changing articles When making shareholder decisions	Private company record	May approve decisions required by the articles or changes to them.
Ordinary resolution of members	Approves routine shareholder decisions by simple majority.	When issuing or transferring shares When making shareholder decisions	Both public filing and private record	Used where the articles or Companies Act require member approval.
Special resolution of members	Approves major decisions by 75 percent majority.	When changing articles When making shareholder decisions	Both public filing and private record	Commonly required to alter articles or approve protected changes.
Company register
Board minutes	Records directors' decisions and approvals.	During company administration When issuing or transferring shares When making shareholder decisions	Private company record	Evidences director decisions made under powers in the articles.
General meeting minutes	Records proceedings and shareholder decisions at meetings.	When changing articles When making shareholder decisions	Private company record	Shows member decisions taken under meeting rules in the articles.
Register of members	Records company members and shareholdings.	During company administration When issuing or transferring shares When making shareholder decisions	Private company record	Shows who can exercise member rights governed by the articles.
Register of directors	Records current directors and required particulars.	During company administration	Private company record	Identifies directors who exercise powers conferred by the articles.
Register of directors' residential addresses	Records protected residential address information for directors.	During company administration	Private company record	Supports administration of directors appointed under the articles.
Register of secretaries	Records company secretary details where appointed.	During company administration	Private company record	Supports officer appointments if the articles provide for a secretary.
Register of people with significant control	Records persons or entities with significant control.	At incorporation During company administration When issuing or transferring shares	Both public filing and private record	Control rights may be affected by voting and share provisions in the articles.
Company register, Filing document
Register of charges	Records registrable charges over company assets.	During company administration	Both public filing and private record	May evidence borrowing or security granted under directors' powers in the articles.
Company register
Register or record of share allotments	Tracks shares issued by the company.	When issuing or transferring shares During company administration	Private company record	Should reflect allotments authorised under article and statutory share rules.
Filing document
Form SH01 return of allotment of shares	Notifies Companies House of new shares allotted.	When issuing or transferring shares	Public filing	Should match share rights and allotment authority allowed by the articles.
Certificate
Share certificate	Certificates a member's shareholding.	When issuing or transferring shares During company administration	Private company record	Evidences shares whose rights and transfer rules may be in the articles.
Filing document, Agreement
Stock transfer form	Transfers legal title to shares.	When issuing or transferring shares	Private company record	May require board approval if the articles restrict transfers.
Resolution
Board approval of share transfer	Approves registration of a share transfer.	When issuing or transferring shares	Private company record	Applies any article-based transfer restrictions or refusal powers.
Filing document, Agreement
Pre-emption offer notice	Offers new shares to existing shareholders first.	When issuing or transferring shares	Private company record	Articles may exclude, modify or add pre-emption procedures.
Resolution
Authority to allot shares resolution	Authorises directors to allot shares.	When issuing or transferring shares When making shareholder decisions	Both public filing and private record	Needed where directors lack allotment authority under articles or statute.
Resolution disapplying pre-emption rights	Allows shares to be allotted without statutory pre-emption.	When issuing or transferring shares When making shareholder decisions	Both public filing and private record	Works with article provisions excluding or varying pre-emption rights.
Filing document
Updated statement of capital	Shows current share capital and share rights summary.	When issuing or transferring shares During company administration	Public filing	Should be consistent with share rights in the articles.
Constitutional document, Filing document
Statement of rights attached to shares	Describes rights attached to a share class.	At incorporation When issuing or transferring shares When changing articles	Both public filing and private record	May be set out in or cross-referenced by the articles.
Resolution
Class consent or class resolution	Approves variation of rights of a share class.	When changing articles When issuing or transferring shares When making shareholder decisions	Both public filing and private record	Needed where article share rights are varied or abrogated.
Filing document
Notice of variation of class rights	Notifies registrar of varied share class rights.	When changing articles When issuing or transferring shares	Public filing	Filed where article-based class rights have been varied.
Agreement
Shareholders' agreement	Sets private rights and obligations between shareholders.	At incorporation During company administration When issuing or transferring shares When making shareholder decisions	Private company record	Supplements but should not conflict with the public articles.
Founders' agreement	Records founders' commercial and ownership arrangements.	At incorporation When issuing or transferring shares	Private company record	Often feeds into bespoke article provisions on shares and control.
Investment agreement	Sets terms for investment and share subscription.	When issuing or transferring shares When changing articles	Private company record	Usually requires updated articles with investor rights and share classes.
Share subscription agreement	Records agreement to subscribe for new shares.	When issuing or transferring shares	Private company record	Must be consistent with allotment authority and share rights in the articles.
Share purchase agreement	Sets contractual terms for sale of shares.	When issuing or transferring shares	Private company record	Transfer must comply with restrictions and consent rights in the articles.
Deed of adherence	Binds a new shareholder to an existing agreement.	When issuing or transferring shares	Private company record	Often required by articles or shareholder agreement before transfer registration.
Resolution
Unanimous shareholder consent record	Evidences all shareholders agreed to a decision.	When making shareholder decisions When changing articles	Private company record	May evidence compliance with consent requirements in bespoke articles.
Filing document
Notice of general meeting	Gives shareholders notice of a company meeting.	When changing articles When making shareholder decisions	Private company record	Articles may contain meeting procedure rules alongside statutory notice rules.
Proxy appointment form	Appoints a proxy to attend and vote.	When making shareholder decisions	Private company record	Used with article and statutory rules on voting by proxy.
Form AP01 appointment of director	Notifies Companies House of a director appointment.	During company administration	Public filing	Follows appointment procedure usually set out in the articles.
Form TM01 termination of director appointment	Notifies Companies House a director has ceased to act.	During company administration	Public filing	May follow resignation, removal or vacation rules in the articles.
Form AP03 appointment of secretary	Notifies Companies House of a secretary appointment.	During company administration	Public filing	Relevant where articles provide for a company secretary role.
Form TM02 termination of secretary appointment	Notifies Companies House a secretary has ceased to act.	During company administration	Public filing	Relevant where secretary appointment or removal is addressed by articles.
Form AD01 change of registered office	Notifies Companies House of registered office change.	During company administration	Public filing	Articles usually need not change unless they contain address-specific provisions.
Confirmation statement CS01	Confirms company information is up to date.	During company administration When issuing or transferring shares	Public filing	Should be consistent with member, share and PSC information affected by articles.
PSC notification or change filing	Reports PSC details or changes to Companies House.	At incorporation During company administration When issuing or transferring shares	Public filing	Voting rights and control provisions in articles may affect PSC status.
Certificate
Certificate of good standing	Confirms registered status and selected company facts.	During company administration	Public filing	May be requested with certified articles for finance or overseas use.
Certificate, Constitutional document
Certified copy of articles	Provides official certified evidence of filed articles.	At incorporation During company administration When changing articles	Public filing	Official copy of the current or historical articles on the public register.
Filing document, Constitutional document
Notice of entrenched articles	Notifies registrar of entrenched article provisions.	At incorporation When changing articles	Public filing	Flags provisions that are harder to amend than ordinary articles.
Filing document
Statement of compliance for entrenched articles	Confirms entrenchment conditions for amendment were met.	When changing articles	Public filing	Supports amendments where articles contain entrenched provisions.
Resolution
Resolution to change company name	Approves a change of the company's registered name.	During company administration When changing articles When making shareholder decisions	Both public filing and private record	May be by special resolution or method provided in the articles.
Filing document
Form NM01 change of company name	Applies to Companies House for a name change.	During company administration When making shareholder decisions	Public filing	Used after name-change approval under the articles or special resolution.
Certificate
Certificate of incorporation on change of name	Confirms the company's new registered name.	During company administration	Public filing	Confirms name change made under statutory or article procedure.
Company register
Register of debenture holders	Records holders of company debentures where kept.	During company administration	Private company record	Relates to borrowing powers that may be addressed in articles.
Agreement
Director service contract or memorandum of terms	Records terms of a director's service contract.	During company administration	Private company record	Should align with appointment, removal and remuneration powers in articles.
Company register
Register of directors' interests or declarations	Records directors' declared interests in transactions.	During company administration When making shareholder decisions	Private company record	Works with article rules on conflicts, quorum and voting by interested directors.
Accounting records	Records company financial transactions and position.	During company administration	Private company record	Supports dividend and financial decisions made under article governance rules.
Filing document
Annual accounts	Reports company financial results to Companies House.	During company administration	Public filing	Relevant to dividend and reserve decisions governed by articles and statute.
Agreement, Company register
Share application and allotment letters	Records applications for shares and allotment confirmations.	When issuing or transferring shares	Private company record	Evidence issue of shares permitted by the articles and approvals.
Resolution
Dividend board resolution or voucher	Approves and records a dividend payment.	During company administration When making shareholder decisions	Private company record	Articles may govern dividend declaration and distribution procedures.
Agreement
Company loan or facility agreement	Sets terms for company borrowing or lending.	During company administration	Private company record	Directors' borrowing authority may be limited by the articles.
Agreement, Filing document
Debenture or charge instrument	Creates security over company assets.	During company administration	Both public filing and private record	May require board authority under borrowing powers in articles.
Filing document
Form MR01 registration of charge	Registers a company charge at Companies House.	During company administration	Public filing	Follows creation of security approved under board powers in the articles.
Resolution
Resolution to reduce share capital	Approves reduction of company share capital.	When changing articles When making shareholder decisions	Both public filing and private record	Capital changes must be consistent with share rights in articles.
Filing document
Solvency statement for capital reduction	Supports private company reduction of capital.	When making shareholder decisions	Both public filing and private record	Accompanies capital alteration affecting share rights described in articles.
Statement of capital after reduction	Shows capital position after reduction.	When issuing or transferring shares When making shareholder decisions	Public filing	Must align with any revised share capital and article share rights.
Agreement
Share buyback contract	Sets terms for company purchase of its own shares.	When issuing or transferring shares When making shareholder decisions	Both public filing and private record	Buyback must be permitted by statute and not prohibited by articles.
Resolution
Resolution approving off-market share buyback	Approves an off-market purchase of own shares.	When issuing or transferring shares When making shareholder decisions	Both public filing and private record	Approves transaction affecting share capital and article share rights.
Filing document
Form SH03 return of purchase of own shares	Notifies Companies House of shares bought back.	When issuing or transferring shares	Public filing	Reflects share capital change following buyback allowed by articles.
Form SH06 notice of cancellation of shares	Notifies cancellation of shares after buyback or reduction.	When issuing or transferring shares During company administration	Public filing	Updates public record after share capital affected by article-governed rights.
Form SH02 consolidation or subdivision of shares	Notifies changes to nominal share structure.	When issuing or transferring shares When making shareholder decisions	Public filing	Must respect share class rights and capital powers in articles.
Resolution
Board minutes recommending new articles	Records directors recommending adoption of new articles.	When changing articles When making shareholder decisions	Private company record	Starts governance process for member approval of amended articles.
Agreement, Constitutional document
Reserved matters schedule	Lists decisions requiring special consent.	At incorporation When changing articles When making shareholder decisions	Private company record	May be embedded in articles or kept in a shareholders' agreement.
Filing document, Agreement
Drag-along or tag-along notice	Triggers contractual rights on a share sale.	When issuing or transferring shares	Private company record	Often required by bespoke article transfer provisions.
Leaver notice for compulsory share transfer	Triggers compulsory transfer for a departing shareholder.	When issuing or transferring shares	Private company record	Used where articles contain good leaver and bad leaver rules.
Agreement
Share option agreement	Grants a right to acquire shares later.	When issuing or transferring shares During company administration	Private company record	Exercise must comply with allotment powers and share rights in articles.
EMI option agreement	Grants tax-advantaged employee share options if eligible.	When issuing or transferring shares During company administration	Private company record	Option shares must fit permitted share classes and transfer rules in articles.
Constitutional document
Statutory contract under articles	Binds company and members to the articles.	During company administration When making shareholder decisions	Both public filing and private record	Explains the binding legal effect of the articles.
Filing document
Request to inspect register of members	Requests inspection or copy of register of members.	During company administration When making shareholder decisions	Private company record	Helps verify members entitled to rights under the articles.

What Documents Should Sit Alongside UK Articles Of Association?

For a UK company, the articles of association are only one part of the constitutional and administration record. The memorandum is created at incorporation, the articles govern internal rules, and the company must also keep statutory registers, shareholder decision records and Companies House filings that show how those rules are applied.

Which Records Are Public And Which Are Private?

Articles, incorporation forms, resolutions changing the articles and confirmation statements are normally public filings at Companies House. Statutory registers, board minutes, shareholder minutes, allotment records, transfer forms and shareholder agreements are usually private company records, although some information they contain may also appear in public filings.

When Do Articles Need Extra Documents?

Changing articles: usually requires a special resolution and filing the amended articles and resolution with Companies House.
Issuing shares: normally involves checking the articles for share rights, authority to allot and pre-emption rules, then preparing board minutes, allotment records, share certificates and Companies House form SH01.
Transferring shares: commonly requires a stock transfer form, board approval if the articles contain transfer restrictions, updated registers and new share certificates.
Shareholder decisions: written resolutions, general meeting minutes and special resolutions should be kept because they evidence decisions made under, or amending, the articles.

Why Do Statutory Registers Matter For Articles?

Articles may describe rights attached to shares and restrictions on transfers, but the statutory registers evidence the current legal administration of members, directors, secretaries, PSCs and charges. Keeping these records consistent with the articles and Companies House filings helps avoid uncertainty over voting, ownership and authority.

Documents and Records Related to Memorandum and Articles of Association

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FAQs

What are Memorandum and Articles of Association in the United Kingdom?

They are core constitutional company documents used in the UK. The memorandum confirms the subscribers’ intention to form a company, while the articles set out the company’s internal rules, governance powers, shareholder rights and director procedures.

What documents are commonly related to Memorandum and Articles of Association?

How is the memorandum different from the articles of association?

Which UK companies need Articles of Association?

What is the difference between Model Articles and bespoke Articles of Association?

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