Lost Memorandum and Articles of Association: How, Where to Get

If you have lost the Memorandum and Articles of Association, it can feel like a major setback for any UK company. These documents are the legal and operating basis of your company. If you don’t have them, your business could get stuck while trying to create an account at a bank, obtain financing, or meet HMRC and Companies House requirements. They aren’t just official documents.

Legally required documents for various financial, professional, and legal matters. If you’ve lost your documents in digital format, didn’t receive copies, or have had access lost during a corporate shift, this manual walks you through each step to retrieve, locate, and legally re-create your MOA and AOA without hesitation.

What Are the Memorandum and Articles of Association?

It is important to note that the Memorandum and the Articles of Association (commonly abbreviated as MOA and AOA) are essential documents needed when a company is created. They define the legal entity of your company and the governance framework, which serves as the basis of how your company operates.

Memorandum of Association (MOA) is a statement that the founder shareholders (or subscribers) want to create an organization and will have at least one share for each. The MOA is filed during the incorporation process and, when it is registered, is recorded as a matter of public record.

The Articles of Association (AOA) serve as an internal code of conduct for the business. They provide detailed guidelines on how the business will be managed, including aspects like the appointment and directors’s powers and shareholder meetings, dividends, and issuing shares. The two documents play a crucial role in establishing your business’s operating policies and obligations.

Why These Documents Are Crucial for Your Company

The significance of a Memorandum or Articles of Association goes beyond legal requirements. These documents are typically required for opening a bank account for corporate clients and raising funds for investment, or being involved in mergers and acquisitions. Banks, regulators, and investors may seek these documents to determine your company’s legal structure and character. In addition, the business’s decisions must align with the guidelines and powers outlined by the AOA. Examples include the appointment of directors, the issues of shares for new, or the organization of voting rights controlled by the document. If you do not have immediate access to the MOA, AOA may hinder dealing with compliance audits, due diligence reviews, or internal conflicts. They are crucial in ensuring legal transparency as well as operational transparency.

What Happens If You Lose Your MOA and AOA?

Losing the MOA or AOA isn’t a cause for the dissolution of your business; It can cause serious practical issues. They are typically demanded by investors, bank lawyers, financial professionals, and regulators to confirm the validity of your business and operating system. Without these documents, you could have difficulty completing essential tasks like applying for a loan or making structural changes within the business. 

This is especially important when conducting due diligence in funding mergers or financing rounds. There could be problems with your legal documents if you cannot submit the constitutional documents you need on demand. Along with delays, there is the possibility of additional costs due to needing to obtain an official copy of the documents or legal assistance in re-creating the documents. Having these documents not easily accessible could lead to internal conflicts, like director disputes or confusion regarding the rights of shareholders and shareholder rights, which could hinder the efficient functioning of your company.

Common Reasons These Documents Go Missing

There are a variety of reasons why businesses lose their founding documents. Most common are

• Digital files were not correctly archived or stored
• The emails from the Formation agents were deleted accidentally
• Managerial changes caused an inadequate transfer of documents
• The hard copies of the documents were destroyed in the office move
• The form agent employed in the past was no longer in operation.

There are often still documents, but not where they are expected to be. As companies expand, their needs and the roles of employees change. Directors may have left behind vital documents. Maybe your accountant threw the documents in a drawer that wasn’t accessed for several years. This kind of oversight in the administration is not uncommon, especially for small businesses or those growing rapidly. Becoming proactive when it comes to retrieving and storing this information is vital to the future security of your business.

How to Recover Lost Memorandum and Articles of Association?

If your Memorandum or Articles of Association are no longer accessible, you can follow this systematic recovery procedure. Numerous official and third-party resources have reliable and reputable ways to get your documents back. There’s no need to be worried; UK law provides multiple ways to retrieve your documents, and Companies House maintains a record of each incorporated business. When you need to access them electronically or via a certified request, you can get fast access by following the procedures.

Step 1: Check Your Company’s Digital Records

Your first move should be an internal review. Review all digital repositories your company uses, such as

• Cloud storage (Google Drive, Dropbox, OneDrive)
• Email addresses that are registered (check for inboxes, send, and archive)
• Corporate registration folders for the local computer
• Systems for managing internal operations used in incorporation

Digital timekeeping is vital. Many companies neglect their file storage and email system, not realizing that the incorporation agent might have supplied these documents as PDFs that can be downloaded. Review the dates around your incorporation date and look for keywords such as “Incorporation Pack” or “Company Documents.” In the beginning, this task can save you time and money.

Step 2: Search on Companies House 

Companies House’s website provides access to the statutory filings and incorporation documents for all registered UK businesses. For the details of your MOA as well as your AOA:

• Visit Companies House Service
• Name of your business or your CRN (Company Registry Number)
• Go to the “Filing History” tab
• Find an entry that says “Incorporation.”
• Click here to download and view the PDF files available

This includes those included in the Articles of Association, which are usually the Memorandum of Association filed as part of the incorporation filing. If the company you are working with uses standard articles, it will be noted, while the website will confirm that no custom-designed articles were submitted.

Step 3: Contact Your Company Formation Agent

If you utilized a third-party incorporation service, Xact+ Accountants agent for professionals, they likely already have backup copies of the documents. Contact customer service with your name and the formation date. Most agents store the client’s incorporation documents and offer reissues without cost. They often offer secure client portals, allowing clients to download their documents for your company anytime. Ask them whether they possess access to the memorandum or the articles of association and if they can recreate them using the archived information.

Step 4: Request official copies from Companies House

If you require a certificate or official copy of your documents, request the document directly through Companies House. This is especially useful when an attorney, bank, or government entity requires official approval. It costs a modest fee, and the confirmation document is issued with a seal, which can be legally accepted. It is possible to request them on the web or via posting. Certified copies are recommended when they are required for legal or licensing purposes. Keep a digital backup after you’ve received the official document.

Where Else Can You Get a Copy of MOA and AOA?

If the methods you have tried fail or require professional assistance, alternatives can help you locate the MOA and AOA. They include digital portals backed by the government and advisors from professional firms who could possess copies. There are alternatives to ensure you’re not relying solely on one system. Also, it can help if you have issues with a dumped company status or a lapse in registration information.

Using WebCheck or Beta Service

The previous WebCheck system was removed; however, all functions are integrated into the Companies House Beta Service. The platform allows users to download documents created for incorporation, such as models of shareholder agreements, model articles, and amendments filed with Companies House. The Beta Service is accessible to users on this Beta Service at any time. Check if your documents are public records. If you used the traditional incorporation forms, they are typically available immediately to download.

Reaching Out to Your Accountant or Solicitor

Solicitors, accountants, or company secretaries often keep documents in archives for compliance assistance. You should contact your adviser or company if you have a business that uses professionals. They could keep a secure version of your Articles of Association, especially when they’ve handled share transfers, director appointments, or shareholder disagreements. Legal professionals usually store important documents securely for records and might even have scans of copies saved to databases for legal matters. 

Can You Draft or Recreate the MOA and AOA?

You can legally create your Memorandum or Articles of Association if your original document is unavailable. But, it must be done precisely to comply with UK corporate law and Companies House standards. Most businesses use Model Articles provided by the Companies Act 2006, which serve as the default template. If your firm has special governance requirements, it’s advised to work with a solicitor to create bespoke agreements. A specific resolution of shareholders is typically required to approve these documents and be filed with Companies House. Also, notify your accountant and company secretary of the new information.

When Should You Update or Amend the Documents?

A revision of the Articles of Association may be suitable in these scenarios:

• A shift in the structure of its shareholding
• Changes to voting rights and dividend policy
• Director’s powers are expanded in or meeting protocol
• Change from a sole director model to a board model
• Implementation of custom Governance clauses or protections specifically for investors

Modifying these documents is subject to shareholder approval. The updated version needs to be presented for approval by Companies House. Relevant stakeholders, such as lawyers, banks, and investors, should also be informed of the modifications.

Conclusion

Inaccessibility to your company’s Memorandum and Articles of Association can be difficult, but it’s not necessarily irreparable. If you act quickly and follow the proper recovery processes, you can recover the documents you need without harming your compliance status. Start by looking through digital documents and then go to Companies House or your formation agent. In the event of need, you can seek assistance from accounting or legal professionals for accuracy and compliance.

When recreation is required, choose to use model documents or get new ones written by a lawyer. A secure storage system, both physical and digital, is crucial. Save your most recent MOA and AOA at multiple locations and secure cloud storage, and the accountant’s record. It’s a simple way to ensure you’re prepared for any possible audits, legal checks, or investor queries. The goal is to manage your company’s important documents with care. It does more than protect your company’s processes; it also shows confidence and professionalism to your participants.

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