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The Athenaeum was founded in 1824 at the instigation of John Wilson Croker, then Secretary to the Admiralty, who was largely responsible for the organization and early development of the Club. In 1823 he had proposed to Sir Humphrey Davy the foundation of a club "for literary and scientific men and followers of the fine arts" and the first committee meeting was held on 16 February 1824, when a limit of 400 members was imposed, but this had been increased to 1,000 by December 1824. Sir Humphrey Davy became the first Chairman and Michael Faraday the first secretary of the club. By May 1824 premises had been rented for the club at 12 Waterloo Place and Decimus Burton, then 24 years old, was commissioned to design a permanent clubhouse, which was erected on land leased from the Crown on part of the site of the courtyard of Carlton House (the residence of George IV when he was prince regent), which had been recently demolished.The club moved into the new building in 1830. Sir Thomas Lawrence designed the club seal: a head of Athena inside an oval surrounded by the legend "ATHENÆUM CLUB·PALL MALL".

Decimus Burton designed the club house in the Neoclassical taste. The main entrance and the front of the house on Waterloo Place has a Doric portico with paired columns. There is a continuous balustrade on the first floor, with an outstanding but costly frieze copied from the Parthenon above. A statue of Pallas Athene by Edward Hodges Baily stands above the porch. The original building had two principal storeys; the third and fourth were added at the end of the19th century. Croker, who was much involved in the building of the clubhouse, was determined that it should have the frieze, despite its cost, and resisted pressure from some members (in those pre-refrigeration days) that an ice-house be part of the scheme; hence the rhyme:

• • • For many years The Athenaeum Club was widely seen to represent the peak of London's clubland for the public intellectual. Most members of the Athenaeum were men of inherited wealth and status, but, under Rule II, the club additionally admitted men "... of distinguished eminence in Science, Literature, or the Arts, or for Public Service". The admission of men who had gained their social position through intellectual influence and achievement rather than by title gave the club an unusual diversity of membership.***

The Athenaeum has always been a club for members with intellectual, literary, scientific and artistic interests. Prospective members require to be proposed and seconded, and their candidature also needs support from a number of other existing members. However, under rule II the committee may also admit men "... of distinguished eminence in Science, Literature, or the Arts, or for Public Service".

The membership of the Athenaeum was originally limited to one thousand, and the waiting list was always long. The cost of the magnificent premises had resulted in a deficit of some £20,000 and 200 supernumerary members were elected in 1832 to restore the finances.

By 1838 the Club was again in straitened circumstances after undertaking expensive remedial action because of the damage caused by the gas lighting. (It was one of the earliest buildings to be lit by this means.) To alleviate the situation, 160 supernumeraries were admitted to ordinary membership and an additional forty brought forward from the waiting list. These "forty thieves", as they became known, included Charles Dickens and Charles Darwin. In 1886 the clubhouse was lit by electricity, a relative innovation for London buildings.[2