A memorandum and articles of association may need to be apostilled when a UK company is using its constitutional documents abroad. This is common for overseas company registration, opening a foreign branch, setting up a subsidiary, opening a business bank account, entering international contracts, appointing representatives or completing regulatory checks.

These documents show important information about how a company was formed and how it is governed. Foreign authorities often request apostilled memorandum and articles to understand the company’s structure, powers and internal rules before allowing it to operate or register overseas.

This guide explains when memorandum and articles of association may need an apostille, how to prepare them correctly and what to check before using them abroad.

When might you need memorandum and articles of association apostille?

You may need to apostille memorandum and articles of association if a foreign authority, bank, regulator, lawyer, notary or company registry asks for legalised company constitutional documents.

Common reasons include:

• Registering a UK company overseas
• Opening a foreign branch
• Setting up a subsidiary abroad
• Opening a business bank account overseas
• Applying for licences or permits
• Entering international contracts
• Appointing a local representative
• Proving company powers or structure
• Buying or leasing property through a company
• Completing due diligence checks
• Submitting documents to a foreign notary
• Registering with tax authorities abroad
• Supporting investor or entrepreneur applications

The exact requirement depends on the destination country, authority and purpose of use.

What are memorandum and articles of association?

The memorandum and articles of association are core company documents.

The memorandum of association confirms that the original subscribers agreed to form the company.

The articles of association set out the company’s internal rules, including how the company is managed, how directors act, how shares may be handled and how decisions may be made.

Foreign authorities may request these documents to understand:

• Company structure
• Director powers
• Shareholder rights
• Decision-making rules
• Company authority
• Corporate governance
• Whether the company can carry out certain activities

What does the apostille confirm?

An apostille confirms that the signature, stamp, seal or certification on the memorandum and articles is genuine.

It does not confirm that the company is allowed to trade in the destination country, and it does not replace local registration, licensing or regulatory approval abroad.

The apostille simply authenticates the UK document or certification so that it can be recognised by a foreign authority.

Official Companies House version or certified copy?

The correct format depends on what the receiving authority requires.

An official Companies House version may be suitable if:

• The authority asks for official company documents
• The documents are issued or certified by Companies House
• The documents are complete and clearly readable
• The foreign authority accepts Companies House records

A certified copy may be required if:

• You are using a downloaded PDF
• You are using printed documents from company records
• The authority asks for a solicitor-certified copy
• The documents form part of a corporate bundle
• The foreign authority requires notarisation
• The documents are being used for banking, property or legal matters

Before arranging apostille, confirm whether the receiving authority needs an official Companies House copy, solicitor-certified copy or notary-certified copy.

Do downloaded articles of association need certification?

Often, yes.

Many company documents can be downloaded from Companies House or company records, but a downloaded PDF is not always suitable for apostille in its plain printed form.

A downloaded copy may need to be:

• Certified by a UK solicitor
• Certified by a Notary Public
• Printed clearly and completely
• Bound with a certification page
• Prepared as part of a legalised corporate bundle
• Replaced with an official certified version, if required

A plain printout may be rejected if it does not contain a signature or certification that can be verified for apostille.

Solicitor certification or notary certification?

The correct certification route depends on the destination country and the purpose of use.

Solicitor certification may be suitable for:

• Routine company verification
• Certified copies of company records
• Administrative overseas submissions
• Basic compliance checks
• Some company registration processes

Notary certification may be required for:

• Foreign banking
• Property transactions abroad
• International contracts
• Company representation overseas
• Embassy submissions
• Court or legal matters
• Countries with stricter notarial requirements

If the foreign authority asks for notarised memorandum and articles, solicitor certification may not be accepted.

Memorandum and articles vs certificate of incorporation

The memorandum and articles are different from the certificate of incorporation.

A certificate of incorporation confirms that the company was officially registered.

The memorandum and articles of association explain the company’s formation and internal rules.

Foreign authorities may ask for both documents. For example, a bank may request the certificate of incorporation to prove the company exists and the articles of association to understand who has authority to act for the company.

If both documents are required, each may need its own apostille unless the authority accepts a certified bundle.

Memorandum and articles vs current appointments report

A current appointments report shows current company officers and registered office information.

Memorandum and articles show the company’s constitutional rules.

A foreign authority may request both if they need to confirm:

• The company exists
• Who the directors are
• Whether directors have authority to act
• How company decisions are made
• Whether the company structure meets local requirements

These documents are often used together for overseas banking, corporate registration and notarial matters.

Are model articles accepted abroad?

Many UK companies use model articles. These are standard articles provided under UK company law.

Foreign authorities may still request a copy of the company’s articles, even if they are model articles. In some cases, they may want a certified confirmation that the company uses model articles.

If the company has amended or bespoke articles, the receiving authority may need the full current version.

Before arranging apostille, check whether the foreign authority wants:

• Full articles of association
• Model articles confirmation
• Amended articles
• Current version only
• Historic incorporation documents
• Certified company constitution bundle

Do amended articles need apostille?

If the company has changed its articles, the foreign authority may request the current version rather than the original version filed at incorporation.

You may need to provide:

• Current articles of association
• Special resolution adopting new articles
• Companies House filing evidence
• Certificate of incorporation on change of name, if relevant
• Current appointments report
• Board resolution confirming authority

If the articles have changed, make sure you are legalising the version the foreign authority actually needs.

Company bundles and supporting documents

Memorandum and articles are often submitted as part of a larger company bundle.

A business bundle may include:

• Certificate of incorporation
• Memorandum and articles of association
• Certificate of good standing
• Current appointments report
• Board resolution
• Shareholder documents
• Director passport copies
• Power of attorney
• Company accounts
• Tax documents
• Letter of authorisation

Each document may need a separate apostille unless the receiving authority accepts one certified and bound bundle.

How recent should memorandum and articles be?

Memorandum and articles do not usually expire, but foreign authorities may still require recent certification or confirmation that the documents are current.

This is especially common for:

• Banking checks
• Company registration abroad
• Licensing applications
• Regulatory submissions
• Due diligence checks
• Notarial transactions
• Property purchases

If the receiving authority needs current company evidence, the memorandum and articles may need to be accompanied by a recent current appointments report or certificate of good standing.

Does the document need translation?

If the memorandum and articles are being used in a non-English-speaking country, translation may be required.

Translation may be needed for:

• Company registration abroad
• Bank account opening
• Foreign notary submissions
• Court or legal matters
• Property transactions
• Licensing applications
• Regulatory submissions
• International contracts

Depending on the country, the translation may need to be certified or sworn. Some authorities require the apostilled documents to be translated, while others may require the translation itself to be legalised.

Paper apostille or e-Apostille?

A paper apostille is often the safest option for memorandum and articles, especially where the documents will be physically submitted to a foreign company registry, bank, lawyer, notary, regulator or embassy.

A paper apostille may be preferred for:

• Overseas company registration
• Foreign banking
• Property transactions
• Corporate legal matters
• Embassy submissions
• Due diligence
• International contracts

An e-Apostille may be suitable only if:

• The documents are eligible for digital legalisation
• The certification is completed digitally in an accepted format
• The receiving authority accepts e-Apostilles
• The documents will be uploaded online
• Physical originals are not required

Before choosing an e-Apostille, confirm that the foreign authority accepts digital apostilles.

Do you need embassy attestation?

If the memorandum and articles are being used in a country that accepts apostilles, the apostille is usually the main authentication step.

However, if the destination country is outside the Hague Apostille Convention, embassy or consular attestation may also be required after the apostille.

This can apply to countries such as:

• UAE
• Qatar
• Kuwait
• Saudi Arabia
• Vietnam
• Thailand
• China
• Some other non-Hague countries

Embassy attestation is common for business documents used for company registration, foreign banking, licensing and commercial matters in non-Hague countries.

Common reasons memorandum and articles apostilles are rejected

Memorandum and articles may be delayed or rejected if they are not prepared correctly.

Common issues include:

• A downloaded PDF was submitted without certification
• The documents are incomplete or missing pages
• The foreign authority requested an official Companies House copy
• The authority required notarisation
• The wrong version of the articles was provided
• Amended articles were not included
• The company bundle was not prepared correctly
• Translation was required but not provided
• Embassy attestation was required but not completed
• The wrong apostille format was chosen

Checking the exact requirements before submission can help avoid delays and repeated costs.

How long does memorandum and articles apostille take?

The timescale depends on whether the documents are already in the correct format and whether certification is required.

At The Apostille Office, the main apostille service options are:

• Premium Apostille Service — 1 working day
• Express Apostille Service — 5 working days

You should also allow extra time if the documents need solicitor or notary certification, translation, embassy attestation or international delivery.

Memorandum and articles apostille checklist

Before submitting memorandum and articles for apostille, check:

• Does the authority require memorandum, articles or both?
• Does it need the original filed version or current version?
• Are downloaded copies accepted?
• Is an official Companies House certified copy required?
• Does the document need solicitor or notary certification?
• Has notarisation been specifically requested?
• Are other company documents also required?
• Does each document need a separate apostille?
• Is translation needed?
• Is embassy attestation required?
• Is there a banking, registration or legal deadline?

Checking these points early can help avoid rejection and delays.

Need help apostilling memorandum and articles of association?

If you need memorandum and articles of association apostilled for overseas company registration, banking, licensing, property or business use, our team can help prepare the documents correctly.

We can advise whether official Companies House copies, solicitor-certified copies or notary-certified documents are required, and whether translation or embassy attestation may also be needed.

Contact The Apostille Office on +44 (0) 204 630 6700 and we will guide you through the correct process for your destination country.