UK Memorandum and Articles of Association Authentication for Taiwan

UK Memorandum and Articles of Association may be requested when a company opens a bank account, makes an investment or completes a business registration or transaction in Taiwan. The recipient uses them to review the company’s formation documents and the rules governing its operation.

The first task is to identify the complete set of documents required: the memorandum, current articles, any applicable Model Articles or Table A provisions, and relevant amendments. An apostille authenticates the relevant signature or seal; it does not establish that you have selected the complete current version.

Ginkgo Advisory provides solicitor-led support with document review, suitable certification, FCDO paper apostilles, representative-office authentication and international courier delivery to Taiwan. Where a Notary Public is specifically required, we can coordinate the appropriate arrangements.

Send the company name, full company number, complete documents and Taiwan recipient’s checklist through WhatsApp on +44 7388 833283. Include any amendments, existing certification and your deadline.

What are the Memorandum and Articles of Association?

Under the modern UK formation system, the memorandum records the initial members’ agreement to form the company. The articles contain the rules governing its operation. GOV.UK guidance on company formation documents

Document	What to establish before authentication
Memorandum of Association	The complete formation statement and its source
Articles of Association	The rules applicable to the company, including relevant changes
Model Articles	The correct company type and version, and how the rules apply
Table A	The historical standard provisions referred to by an older company
Amending or adopting resolutions	What was approved, when and with which attachments

This guide focuses on UK limited companies, particularly private companies limited by shares. Companies limited by guarantee, public companies and companies with special arrangements need their applicable documents checked. LLPs, partnerships and UK establishments of overseas companies may require different constitutional documents.

Why might the memorandum be only one page?

A modern memorandum is a formation statement and can be short. It may be generated automatically during online incorporation. GOV.UK explains that it cannot be updated once the company has been registered. GOV.UK guidance on the memorandum

Its original subscribers are not necessarily the current shareholders. A later share transfer does not require their names to be replaced in the memorandum. Current ownership should be supported by the relevant member records and other requested evidence.

If a Taiwan checklist asks for the “latest memorandum”, clarify whether it means a recently certified copy of the formation document together with the current articles. Where the company has changed its name, provide the name-change evidence linking the historical document to the present company.

Older memoranda may contain additional constitutional provisions, as explained below.

What do the articles cover?

Articles may address directors’ powers, decision procedures, share rights, transfers, distributions, member decisions and administrative arrangements. The official Model Articles for private companies limited by shares illustrate these subjects. Companies House Model Articles

For a Taiwan application, relevant questions may include:

Subject	Possible review question
Directors’ powers	Who manages the company and what delegation is permitted?
Decision procedures	Which meeting, voting and quorum rules apply?
Share rights	What rights and restrictions attach to each class?
Transfers	What procedures or restrictions affect a proposed transfer?
Member approval	Does the matter require a shareholder decision?

Read the company’s actual provisions, including definitions, exceptions and cross-references. A single paragraph about directors’ general powers may need to be read alongside decision procedures and transaction-specific approvals.

What if the company uses Model Articles?

Model Articles are standard default rules. Identify whether they apply in full, apply with modifications or have been replaced by bespoke articles.

Companies House publishes versions for different company types and distinguishes the versions associated with incorporation before and from 28 April 2013. A newer published version does not, merely by appearing online, replace every company’s existing articles. Companies House guidance on Model Articles and their versions

For the document review, provide the incorporation records, any bespoke provisions and subsequent adopting or amending resolutions. Establish which standard provisions remain relevant before assembling the set for certification.

A generic download bearing a newly added company name is insufficient evidence of adoption. Any statement connecting standard provisions to the company must have an appropriate supporting basis.

What about Table A and older memoranda?

Table A was the prescribed form of articles for companies limited by shares under earlier company legislation. A company using it might not have filed the full standard text. Identify the applicable historical version and read it with the company’s modifications and later changes. Companies House guidance on Table A

An older memorandum can also matter. Section 28 of the Companies Act 2006 treats certain provisions of existing companies’ memoranda as provisions of their articles. These may include constitutional terms beyond the modern formation statement. Companies Act 2006, section 28

Provide the historical documents and subsequent amendments for review. If the recipient needs evidence about company objects or a particular power, the relevant old provisions and their later treatment may need to be explained.

How do you identify the current articles?

Compare the company’s formal records with its Companies House filing history and the documents approving any changes. A filename containing “latest” or a recent PDF creation date does not establish the legal version.

The review should identify:

• The original articles and any applicable standard provisions.
• Subsequent amendments and the decisions approving them.
• Any complete replacement or restatement formally adopted.
• Relevant attachments, effective dates and outstanding filing questions.
• Any company confirmation needed for the recipient’s requested statement.

Government guidance identifies the resolution, amended articles and any applicable forms as documents to submit when changing a company’s constitution. These records help establish the relationship between versions. GOV.UK guidance on constitutional changes

Read labels such as “amended”, “restated” and “consolidated” in context. Determine whether the document contains the complete adopted text, only specific changes or an explanatory compilation. Keep drafts and marked-up comparison copies clearly separate from the formal version.

Can the articles replace shareholder records or a board resolution?

The articles set rules. Other documents establish current company facts and decisions made for a particular purpose.

Information required	Documents to consider
Incorporation	Certificate of Incorporation
Company rules	Applicable articles and related constitutional provisions
Current directors	Appropriate appointment and company records
Current ownership	Register of Members and supporting ownership evidence
Company status	The official certificate requested by the recipient
Approval of the proposed transaction	Board or member resolutions, as applicable
A representative’s powers	The relevant appointment or Power of Attorney

For example, a bank may review the articles alongside a resolution approving the account opening and identifying its authorised signatories. Share-rights clauses explain the rights attached to shares; they do not establish who holds those shares today.

If the transaction raises a question about a sole director, quorum, conflicts or a special approval requirement, supply the actual articles and decision records for review.

When are these documents used in Taiwan?

They may appear on checklists for:

• Corporate bank or Offshore Banking Unit (OBU) account applications.
• Bank KYC reviews and company-information updates.
• Investment applications involving a UK corporate investor.
• Foreign-company branch or representative-office procedures.
• Financing, share transactions and commercial agreements.
• Reviews by lawyers, accountants or business counterparties.

Ask whether the recipient needs the memorandum, articles or both. Confirm whether it requires full texts, accepts extracts, requests confirmation of the current version, or needs a Chinese translation and representative-office authentication.

How do you obtain certified copies from Companies House?

Companies House offers certified copies of documents held on its register. Orders can be placed through the company-information service’s “More” tab or its contact centre. Identify the specific filings and dates needed before ordering. Companies House certified-document service

Ordering incorporation documents alone may leave out later amendments. Check that the requested set covers the required memorandum, articles, resolutions and attachments, including any standard provisions needing separate treatment.

For FCDO legalisation of a Companies House document, the official guidance requires an original British public official’s signature, obtainable through the appropriate certified-document order. Companies House guidance on legalisation

An ordinary downloaded filing can be useful for initial review. Confirm the accepted formal version before submitting it for authentication.

What does a certified copy prove?

Read the certification wording. A certified copy of a filed document and confirmation that the complete current constitution is in force address different questions.

Required statement	Work to establish
Copy matches the source	The document compared and all pages covered
Document comes from a stated source	The source-verification method and its scope
Attached articles are current and complete	Relevant adoption, amendment and company records
Company declaration bears a genuine signature	The signatory, capacity and required verification

Agree the required scope before certification. A true-copy statement should not imply that the certifier has examined every amendment or confirmed the validity of a proposed transaction unless that work has actually been completed.

Suitable officially signed copies may qualify for FCDO legalisation on that basis. Where solicitor or notarial certification is needed, Ginkgo Advisory can arrange the appropriate route. A Notary Public is required where the recipient specifically stipulates one.

Can you authenticate an extract or a multi-page set?

If the recipient wants the full articles, provide the entire text and required attachments. Check page numbering, definitions and cross-references before certification.

Where an extract is accepted, label it accurately and identify its source, version and article numbers. Include the context necessary to understand any restrictions or exceptions. An extract should be described as an extract throughout the certification and translation.

For several documents, confirm whether separate apostilles are needed or whether the proposed set is acceptable. Combining files into one PDF does not settle that question. FCDO guidance on document and apostille requirements

Preserve the completed set’s bindings, seals and page order. If a page needs changing after certification, have the resulting certification and authentication requirements reviewed.

Do older articles need to be replaced before authentication?

An old adoption date does not, by itself, mean the articles are obsolete. They may still be the applicable version if no relevant changes have been made.

Separate the adoption or amendment date from the dates of copy certification, apostille and representative-office authentication. If the recipient requests documents “issued within three months”, ask which document or certification that requirement concerns.

A recent apostille does not bring superseded articles back into effect. Equally, obtaining a recent certified copy should preserve the genuine historical dates and contents of the source documents.

FCDO apostille and TRO authentication

The FCDO checks the relevant signature, stamp or seal when legalising a document. This stage does not adopt draft articles, fill gaps in the document set or approve the underlying transaction. UK Government document legalisation guidance

Where the Taiwan recipient requires representative-office authentication, arrange that stage after the apostille. TRO London’s business-document instructions require a paper apostille. Printing an e-Apostille does not convert it into an issued paper apostille. TRO London business document authentication

Confirm the receiving office first. London and Edinburgh have separate consular jurisdictions. Provide the company’s registered jurisdiction and the document’s source and certification details, particularly where Scotland or northern England is involved. A London delivery address does not determine jurisdiction. Taipei Representative Office consular jurisdiction

How to authenticate UK Memorandum and Articles for Taiwan

Step 1: Confirm the Taiwan recipient’s requirements

Obtain the checklist and identify the purpose. Confirm the documents, full texts or extracts, translation, number of copies and deadline. Clarify any requirement for confirmation that the articles are current.

Step 2: Identify the company and document sources

Provide the full company name, complete company number, incorporation date and registered jurisdiction. Send the memorandum, articles and all available amendments, distinguishing formal documents from drafts.

Step 3: Assemble the applicable version

Review the adoption and amendment records. Identify any Model Articles, Table A or historical memorandum provisions that remain relevant. Confirm the complete text and attachments required for the intended certification.

Step 4: Confirm the office and obtain formal documents

Check the appropriate representative office and agree the accepted certification route. Obtain the necessary Companies House certified copies, company records or supporting statements.

Step 5: Complete the required certification

Arrange any agreed source verification, copy comparison, company statement or signature certification. Suitable officially signed documents can be considered through their applicable route. Check that the certification identifies every document it covers.

Step 6: Obtain the FCDO paper apostille

Submit the eligible document set. After preparation and required certification are complete and the submission is accepted, Ginkgo Advisory’s express FCDO stage normally takes approximately two working days. Further verification can extend that estimate.

Step 7: Prepare the representative-office application

Complete the applicable forms and assemble company information, identification, originals and copies. Where an agent is appointed, prepare the required Letter of Authorization and any necessary signature certification.

Step 8: Complete representative-office authentication

Submit to the confirmed office, respond to any request for additional information and arrange collection. If the deadline is urgent, confirm the available express service and its conditions before relying on a completion date.

Step 9: Check the completed set and send it to Taiwan

Check the memorandum, articles, relevant standard provisions and other agreed attachments alongside all certification and authentication pages. Retain a complete scan and arrange tracked courier delivery.

What should you send for review?

Please provide:

• The company name, full number, incorporation date and registered jurisdiction.
• Complete memorandum and articles files, including all attachments.
• Known Model Articles or Table A references.
• Relevant adopting or amending resolutions and replacement texts.
• Name-change certificates where needed to connect historical records.
• Any existing certification, apostille or authentication pages.
• The Taiwan checklist, required copies, translation scope and deadline.

For the formal application, prepare the identification, company evidence and authorisation documents required by the receiving office. Identify the applicant, any company-declaration signatory and the submission agent clearly. TRO London application requirements

Is a Chinese translation required?

Ask the Taiwan recipient whether English is accepted and what translation certification it requires. Agree whether the translation covers the entire set or specified sections before commissioning it.

Preserve article numbers, defined terms, exceptions and cross-references. Translate “subscriber”, “member” and “shareholder” according to their actual roles and the company’s legal form. A subscriber named in a historical memorandum should not be presented as a current shareholder without supporting evidence.

Where the text refers to Model Articles or Table A, retain the relevant version information. Confirm whether the translation must also cover amendments, certification, apostille and representative-office pages.

How long does the process take, and what affects the cost?

The timetable and quotation depend on version review, obtaining formal documents, certification, FCDO legalisation, representative-office processing, translation and delivery. Historical documents, missing pages or unresolved amendments can add preparation work.

Ginkgo Advisory’s approximate two-working-day estimate covers its eligible express FCDO stage after the necessary preparation. It excludes Companies House orders, preliminary certification, TRO processing, translation and courier delivery.

Send the complete files and actual deadline for an agreed scope and quotation. Where several recipients need originals, confirm the number of formal document sets before processing begins.

Frequently asked questions

1. Is a one-page memorandum incomplete?

Not necessarily. A modern memorandum can be a short formation statement. Check that it is complete, then identify the company’s articles and other applicable provisions separately.

2. What if Companies House does not show a complete articles document?

Check the formation records, company-held documents and amendments. Standard provisions may apply, including historical Table A arrangements. The absence of a standalone full-text filing does not establish that the company has no articles.

3. Can I download Model Articles and send them for authentication?

Provide the proposed text for review alongside the company records. The correct type, version and application to the company must be established, including any modifications or replacement articles.

4. Do older memoranda and Table A still matter?

They can. Some historical provisions may remain relevant to the company’s rules. Review them with the amendments and any later replacement documents before deciding the required set.

5. Does a Companies House certified copy prove the articles are current?

Check what it certifies. A copy of a particular filing does not, by itself, resolve whether additional provisions or later changes must be included. A request for confirmation of the complete current articles may require further work.

6. Can the articles replace a shareholder list or bank resolution?

These documents answer different questions. Current ownership and approval of a particular bank application should be supported by the relevant records and decisions requested by the recipient.

7. Must the documents always be notarised?

The route depends on the document’s official signature, available certification and the recipient’s requirements. An eligible official copy may be suitable for FCDO legalisation. Where professional certification is required, confirm whether solicitor certification is accepted or a Notary Public is specified.

8. Can the memorandum and articles share one apostille?

Confirm the proposed document set, certification and receiving requirements first. Page count or combining documents into one PDF does not determine whether one apostille is appropriate.

9. Can only selected articles be translated into Chinese?

Ask whether the recipient accepts a partial translation and which provisions it must cover. Clearly identify the scope and preserve definitions, restrictions and cross-references necessary to understand the selected text.

10. Can a company representative in Taiwan use your service?

Yes. Send the documents, checklist and representative’s location to confirm the arrangements. Ginkgo Advisory can coordinate the agreed UK stages and courier delivery; the relevant people must still complete the required identification, forms and authorisation.

Arrange UK Memorandum and Articles authentication for Taiwan

Send the complete documents, amendment records and Taiwan recipient’s requirements. Include the company number, registered jurisdiction, required copies, translation needs and deadline.

Ginkgo Advisory can review the proposed document set, arrange suitable certification, coordinate the FCDO paper apostille and representative-office authentication, and courier the completed documents to Taiwan.

Contact us on WhatsApp: +44 7388 833283.