What is a Company Memorandum of Association?

This content is for general informational purposes only. Application varies according to company type and country legislation.

What is a Company Memorandum of Association?

A company memorandum of association is the fundamental document prepared during the establishment of the company that determines the legal and commercial structure of the company. It regulates critical matters such as the company gaining legal personality, field of activity, rights and obligations of partners, and management structure.

Note: The term "Articles of Association" may refer to a different type of document in some countries (e.g., UK). In Turkey, the common usage is "ana sözleşme / esas sözleşme."

Why is it Important?

The memorandum of association is the company's "constitution"; it determines the rules to be referred to from establishment to liquidation. Registration with the trade registry is not possible without this document, and it is a reference point for investors/partners.

Basic Elements in the Memorandum of Association

A memorandum of association typically contains the following information

• Company name and trade name

• Field of activity and purpose

• Headquarters address

• Capital structure and distribution of shares

• Rights and obligations of partners

• Management bodies and authorities

• Profit distribution policy

• General assembly meeting arrangement

• Liquidation conditions

How is it Prepared? (Step by Step)

General process

1. Determine the company type (Joint Stock, Limited, etc.)
2. Clarify founders and capital structure
3. Determine the field of activity and company name
4. Define management structure and decision-making processes
5. Prepare the text in writing; obtain notary approval if necessary
6. Complete trade registry registration and announcement procedures

Things to Consider in Preparation

• Compliance with relevant legislation (e.g., Turkish Commercial Code in Turkey)

• Clear writing of partner rights/obligations

• Clear management structure and authority limits

• Amendment procedures should be included in the contract

Conclusion

A properly prepared memorandum of association is indispensable for legal compliance and corporate trust.