Memorandum of Association vs Articles of Association

Transcript:

Hello!

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.

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 54 – Pre-emption right vs Right of first refusal
• Legal English – Peter’s Pills – Lesson 53 – What do we mean by “agent” of a company?
• Legal English – Peter’s Pills – Lesson 52 – Voting at a meeting
• Legal English – Peter’s Pills – Lesson 51 – Contracts vs Deeds
• Legal English – Peter’s Pills – Lesson 50 – Executive and Non-Executive Directors
• Legal English – Peter’s Pills – Lesson 49 – Transfer of shares vs transmission of shares
• Legal English – Peter’s Pills – Lesson 48 – They, them, their for singular nouns
• Legal English – Peter’s Pills – Lesson 47 – Jointly and severally
• Legal English – Peter’s Pills – Lesson 46 – Invoice words
• Legal English – Peter’s Pills – Lesson 45 – Quotation
• Legal English – Peter’s Pills – Lesson 44 – Gazumping and Gazundering
• Legal English – Peter’s Pills – Lesson 43 – English words that the English do not understand
• Legal English – Peter’s Pills – Lesson 42 – Easement vs Profit à prendre
• Legal English – Peter’s Pills – Lesson 41 -er, -or and -ee names
• Legal English – Peter’s Pills – Lesson 40 – The Objects Clause
• Legal English – Peter’s Pills – Lesson 39 – When is Latin hot, and when is it not?
• Legal English – Peter’s Pills – Lesson 38 – Default
• Legal English – Peter’s Pills – Lesson 37 – Company Agent
• Legal English – Peter’s Pills – Lesson 36 – Injunction (false freind)
• Legal English – Peter’s Pills – Lesson 35 – Mortgage
• Legal English – Peter’s Pills – Lesson 34 – Freehold, Leasehold and Commonhold estates
• Legal English – Peter’s Pills – Lesson 33 – Transferor, Transferee and Transmittee
• Legal English – Peter’s Pills – Lesson 32 – Tax evasion, tax mitigation and tax avoidance
• Legal English – Peter’s Pills – Lesson 31 – Numbers
• Legal English – Peter’s Pills – Lesson 30 – Ordinary resolutions vs special resolutions
• Legal English – Peter’s Pills – Lesson 29 – AGM vs EGM
• Legal English – Peter’s Pills – Lesson 28 – A going concern
• Legal English – Peter’s Pills – Lesson 27 – Collocations: Violate, breach, break, disobey and infringe
• Legal English – Peter’s Pills – Lesson 26 – Company meeting words
• Legal English – Peter’s Pills – Lesson 25 – Mortgagor vs Mortgagee
• Legal English – Peter’s Pills – Lesson 24 – Fixed charges vs Floating charges
• Legal English – Peter’s Pills – Lesson 23 – Doctrine
• Legal English – Peter’s Pills – Lesson 22 – Construe
• Legal English – Peter’s Pills – Lesson 21 – Sign vs Execute
• Legal English – Peter’s Pills – Lesson 20 – The closing statement
• Legal English – Peter’s Pills – Lesson 19 – Writing Business Emails
• Legal English – Peter’s Pills – Lesson 18 – Limited companies
• Legal English – Peter’s Pills – Lesson 17 – Annual Accounts
• Legal English – Peter’s Pills – Lesson 16 – Meetings
• Legal English – Peter’s Pills – Lesson 15 – Attorney-at-law vs Attorney-in-fact
• Legal English – Peter’s Pills – Lesson 14 – Here and there compounds
• Legal English – Peter’s Pills – Lesson 13 – Subject Matter
• Legal English – Peter’s Pills – Lesson 12 – The clear days rule
• Legal English – Peter’s Pills – Lesson 11 – Shareholder, Member or Holder of shares?
• Legal English: Peter’s Pills – Lesson 10 – Competition Law
• Legal English: Peter’s Pills – Lesson 9 – Lasting Power of Attorney
• Legal English: Peter’s Pills – Lesson 8 – Guardianship
• Legal English: Peter’s Pills – Lesson 7 – Damage vs Damages
• Legal English: Peter’s Pills – Lesson 6 – Legal Doublets
• Legal English: Peter’s Pills – Lesson 5 – Escrow

Peter Liebenberg

Peter Liebenberg è uno specialista nella formazione delle persone nella conoscenza della lingua inglese. Ha creato molti corsi nel campo dell’inglese per professionisti, tra cui English for banking, English for business e English for Insurance, ma ha sempre avuto un debole per l’inglese legale. Altri corsi che ha creato comprendono Phrasal Verbs I e II. Quando Peter non fa formazione, corre a Parco Sempione, crea arte nel suo studio sulla Martesana e fa volontariato.