Definition
A memorandum of alteration is a formal written instrument documenting a change, modification, or amendment to an existing legal document, agreement, or corporate instrument. The term appears in several distinct contexts:
1. Corporate law: A document filed with the relevant authority to record a change to a company's constitutional documents — most commonly its memorandum of association or articles of incorporation. The memorandum of alteration specifies what provision was changed, by what authority, and the new text replacing the old.
2. Contract and instrument law: A written record attached to or accompanying a contract, deed, or other instrument to memorialize a modification made after original execution. Its function is to authenticate the change and establish that the alteration was authorized, not fraudulent.
3. Banking and negotiable instruments: A notation or endorsement documenting that a material term of a negotiable instrument (such as the amount, date, or payee) has been formally changed by an authorized party, to be distinguished from an unauthorized alteration that voids or avoids the instrument.
Common Confusion
Memorandum of alteration is frequently conflated with two related but distinct concepts. A material alteration — particularly in negotiable instruments law — refers to the unauthorized change itself, not to any document recording it; researchers should not assume that finding a memorandum of alteration resolves the question of whether the underlying change was authorized. Separately, in corporate law, researchers may conflate a memorandum of alteration with a restated memorandum or a special resolution amending the memorandum; these are procedurally distinct instruments, and the specific form used will often control whether the alteration was validly effected under the governing companies statute.
Why It Matters in Research
The phrase "memorandum of alteration" is not a heavily standardized term of art in American law, which creates two research traps. First, researchers working with historical corporate records — particularly British, Commonwealth, or early American company materials — will encounter this phrase in a technical sense tied to amendment of the memorandum of association, a constitutional document that has no precise counterpart in modern U.S. corporate practice. Conflating this with the broader category of corporate amendments (articles of amendment, restated articles) will cause confusion.
Second, in negotiable instruments research, the critical distinction is between an authorized alteration memorialized in writing and an unauthorized material alteration. The former may preserve instrument validity; the latter, under Article 3 of the UCC, discharges parties whose obligations are affected. A memorandum of alteration in this context is relevant evidence of authorization, but the instrument itself governs legal effect. Researchers tracing disputes over altered instruments should consult the contracts and commercial law corpus, not merely the corporate materials.
The term also appears in historical conveyancing and deed practice, where a memorandum attached to a deed records a correction or modification that was made after signing. In this use, the memorandum's form and timing relative to execution and delivery become legally significant. Deed records in historical state archives may use this phrase where modern practice would use a corrective deed, scrivener's affidavit, or reformation action.
Because the term bridges corporate, commercial, and conveyancing law, researchers should not assume the meaning is constant across contexts. Index searching in older digests and reporters under "alteration" will surface more entries than searching for the compound phrase.
Historical Dictionary Support
Rapalje & Lawrence's entry associated with this term in the source corpus does not address memorandum of alteration directly — the indexed entry concerns the construction of words like "speed" and "speedily" in wills and statutes, which appears to be a cataloging artifact rather than substantive coverage. This absence is itself informative: the term was not treated as sufficiently standard in American legal usage by the late nineteenth century to warrant its own dictionary entry. Researchers should therefore not expect consistent doctrinal definition when tracing the phrase in historical American sources.
British legal dictionaries and corporate law treatises of the same period are more likely to define the term in its corporate constitutional sense, given the centrality of the memorandum of association under the Companies Acts. The gap between American and English historical sources on this point is significant for any researcher working with pre-twentieth-century business records.
Encyclopedia Cross-Reference
The Law Mind Contracts & Commercial Law Encyclopedia: Negotiable Instruments — Forgery and Alteration (covering UCC §§ 3-401, 3-407) — directly relevant to authorized versus unauthorized alteration of instruments and the legal consequences of each.
The Law Mind Torts & Personal Injury Encyclopedia: Products Liability — Defenses (Misuse, Alteration, Comparative Fault) — relevant when post-sale alteration of a product is at issue and documentation of that alteration becomes material evidence.