For companies incorporated after 1 October 2009, which documents constitute their constitutional documents?

For companies incorporated after 1 October 2009, which documents constitute their constitutional documents?

• A. Memorandum only.
• B. Articles only.
• C. Articles and Memorandum.
• D. Articles (memorandum still necessary for registration).

Answer: (D)

The key idea is that post-1 October 2009, new company constitutions are defined by the articles of association alone. The reform under the Companies Act 2006 removed the memorandum of association as a required constitutional document for new incorporations, so it is not filed or used to govern the company’s affairs. For companies established after that date, the articles set out the rules for running the company, its powers, and shareholders’ rights. The memorandum remains relevant only in very limited legacy contexts (for pre-2009 registrations or certain transitional arrangements), but it is not part of the constitution for new incorporations.

The key idea is that post-1 October 2009, new company constitutions are defined by the articles of association alone. The reform under the Companies Act 2006 removed the memorandum of association as a required constitutional document for new incorporations, so it is not filed or used to govern the company’s affairs. For companies established after that date, the articles set out the rules for running the company, its powers, and shareholders’ rights. The memorandum remains relevant only in very limited legacy contexts (for pre-2009 registrations or certain transitional arrangements), but it is not part of the constitution for new incorporations.