Message to all Company Formation Developers regarding Memorandum of Association

1

Companies House has been considering the issue of how the Memorandum of Association document is attached to software supplied Company Incorporation submissions for some time.

This is due to issues we have seen in recent years with submissions being received where either the document is missing / defective, or contain details that differ to what is contained in the XML data.
If a company is incorporated with a missing or incorrect memorandum, it is our view that it may cast doubt on whether the Company was properly incorporated, as the memorandum cannot be added following incorporation.

After a great deal of consideration, which has included relevant user research, Companies House has decided that from Wednesday 21st April 2021, we will create the Memorandum of Association from the data contained within your XML submission (you will no longer need, or be able to, attach a Memorandum of Association from this date). This is similar to how we create a Memorandum of Association from web filed submissions.

There are considerable benefits to what we propose for developers, as follows:

a) The Memorandum of Association will always appear as part of the incorporation documents.
b) The Memorandum of Association will always match the company type / company name / subscriber data contained in the XML.
c) The process of submitting an Incorporation to Companies House will be simpler for you, and your clients.
d) There will be less examination time required, which should lead to quicker formations.
e) This will help our plans to automate the examination process, which again should lead to faster formations.
f) This will ensure that there is no chance of additional / unwanted / unnecessary / confidential information being attached needlessly.

We appreciate the above may require changes to your software / internal procedures, and this is why we are giving you a considerable period to prepare for this - we are confident however that this change will result in a quicker, more accurate and much improved formation journey.

We are obviously happy to take any questions that you will have regarding the above – Please find below the new schema and relevant examples.

Schema:
http://xmlgw.companieshouse.gov.uk/SchemaStatus

CompanyIncorporation-v3-4.xsd:
http://xmlgw.companieshouse.gov.uk/v1-0/schema/forms/CompanyIncorporation-v3-4.xsd

Example - Incorporation with Data Memorandum False:
http://xmlgw.companieshouse.gov.uk/examples/IncorporationWithDataMemorandumFalse.xml

Example - Incorporation with Data Memorandum True:
http://xmlgw.companieshouse.gov.uk/examples/IncorporationWithDataMemorandumTrue.xml

Please note that we will publish an EU Exit version of the schema soon, with accompanying examples – including the company type examples (eg. CIC).

SDN

2

Hi Simon,

Can I just confirm:

  • The Data Memorandum is available to use now, by setting the value to true?
  • From 21st April 2021 onwards, you will be unable to set the value to false and provide your own Memorandum? (I imagine you may remove the flag entirely at this point)
3

Correct Luke, you can use the Data Memorandum schema now if you wish, by setting the value to true. And yes, you will be unable to provide your own Mem. from 21st April. I suspect the flag will stay for the time being.

SDN

4

Hi Simon, when the Memorandum of Association is automatically created by Companies House, is this sent back to the submitter in the same way the Certificate of Incorporation is sent back?

Kind Regards,
Paddy

5

Not at the moment Paddy - XML has only traditionally returned the Certificate of Incorporation. We are looking at a solution that would return the image of the Memorandum of Association as well however and I hope to make an announcement on this shortly.

SDN

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