Memorandum of Association vs Articles of Association
It can be quite difficult for a foreign student to learn the terminology we need when we’re speaking about the incorporation of a company (costituzione). This is because we use different words in different jurisdictions and the words that we use in the same jurisdictions can sometimes be confusing.
In the UK there are two important documents which are needed for the incorporation of a company. These documents are called the “Memorandum of Association” (Atto costitutivo) and the “Articles of Association” (Lo statuto). As you probably know, the Memorandum of Association includes things like the company name, the date of incorporation and the names of all the subscribers, while the Articles of Association are a set of rules that govern the company.
|UK||Memorandum of Association||Articles of Association|
(Incorporations – Inc)
|Articles of Incorporation||Bylaws|
|Certificate of Incorporation|
companies – Llc)
|Articles of Organization||Bylaws|
|South Africa||Memorandum of Incorporation|
Now, while we use these two words, “Memorandum of Association” and the “Articles of Association” in the UK, we use different words in other jurisdictions.
For example, in the USA and Canada the “Memorandum of Association” is called the Articles of Incorporation, the Certificate of Incorporation, or the Corporate Charter for Incorporated Companies (Inc) (società per azioni). However, when we speak about a Limited liability company (Llc) (Società a responsabilità limitata) the “Memorandum of Association” from the UK is called the Articles of Organization. One good think about the USA and Canada is that they all agree that the Articles of Association in the UK are called the Bylaws in all cases in the USA and Canada. Other jurisdictions around the world don’t make a distinction between the Memorandum of Association and the Articles of Association. Countries like South Africa, for example, just have a Memorandum of Incorporation which incorporates elements of both.
So, if you have to choose what to learn, I would recommend that you learn the English expressions: the “Memorandum of Association” and “Articles of Association”. (But please don’t mix one from the UK with another one from the USA. Be consistent! Sii coerente).
You could sometimes confuse the two, because they are very, very similar but I believe there’s a way to memorise the difference between the two. So, the “Memorandum of Association” will not change in time. “Memorandum” is a word which reminds me of Latin and it does (effettivamente) come from Latin, so when I think about how the Latins used to write (scrivevano), I imagine the Latins writing words in stone. So “
Memorandum” looks like something which has been written in stone – something which is not going to change. So the “
Memorandum of Association” is a document which will not change over time. The “Articles of Association” do (Sì che) contain the various rules and the word “Articles” is plural. This is a document which will change in time. We have many different rules. We also have a plural word called “Articles” in this.
So I think that one way to remember is to remember that “
Memorandum of Association” is something which is set in stone, which is not going to change over time, while “Articles of Association” is something which can change over time.
Memorandum of Association = Stone
Articles of association = Rules
Thank you very much and see you next time for more Peter’s Pills to improve your Legal English.
For your interest:
See the Memorandum of Association template and “Model Articles” of Association the on the official UK government website: https://www.gov.uk/limited-company-formation/memorandum-and-articles-ofassociation
Legal English – Sommario delle Lezioni
- Legal English: Peter’s Pills – Lesson 7
- Legal English: Peter’s Pills – Lesson 6
- Legal English: Peter’s Pills – Lesson 5
- Legal English: Peter’s Pills – Lesson 4
- Legal English: Peter’s Pills – Lesson 3
- Legal English: Peter’s Pills – Lesson 2
- Legal English: Peter’s Pills – Lesson 1