Memorandum and Articles of Association

Since 1 October 2009 a company’s Memorandum of Association (“Memorandum”) has set out limited information namely the subscribers to the Memorandum. The Articles of Association together with rules made thereunder set out the purposes for which the company exists and the constitution by which it is run.

Prior to 1 October 2009 the Memorandum contained the name of the company, the type of company (e.g. limited by guarantee), the location of its registered office, the objects of the company, and its authorized share capital. These details are now required to appear in the company’s Articles of Association. Companies incorporated prior to 1 October 2009 are not required to amend their memorandum; these details are deemed to form part of the Articles.

The document downloads below contain the Association of Optometrists’ Memorandum in the –pre-1 October 2009 format. It includes the information currently required in the Memorandum together with information which is now deemed to be in the Articles of Association. The Articles of Association document, below, presents the Association’s Articles of Association as amended at the Association’s Annual General Meeting on 10 May 2011. On this date the Association resolved to introduce Article 73 on the distribution of surplus assets on the winding up of the Association. At the same time the following objects were brought from the Memorandum into the Articles: Objects (Article 69), Income (Article 70), Limited Liability (Article 71) and Guarantee (Article 72).