Articles of association: private company limited by guarantee
Use to change existing memorandum and Articles of Association or when starting a new private company limited by guarantee
About this document
In England Wales, a private company can be registered either: limited by shares; or limited by guarantee. Most private companies are limited by shares. The standard memorandum and articles for a private company limited by shares is linked on the right. A company limited by guarantee is an alternative used primarily for non-profit organisations. Such an organisation does not usually have a share capital but instead has members who act as guarantors instead of share holders. The guarantors provide an undertaking to contribute a nominal amount (typically very small) towards the winding up of the company in the event of a shortfall upon cessation of business. It is a company formed whereby its members liabilities are limited to the amount to which each member contributes to the assets of the company upon its winding up. The memorandum and articles of association of a limited company are together its "constitution". The directors cannot act outside of the power set there, so it is very important that it reflects what the shareholders(whether directors or not) want from the company. This document has been written in plain terms and is accompanied by explanatory notes to remind you of issues which might otherwise be over looked. With Net Lawman memorandum and articles it really is simple. Just check the main terms to which the notes direct you, then fill in names and addresses and submit to Companies House. You will also have to complete one other form. Here is the full list of what to send:
The memorandum and articles (from Net Lawman)
Form IN01 from http://www.companieshouse.gov.uk/forms/formsOnline.shtml
A cheque for the fee (£20 applicable from 1st October 2009)
Note, all Net Lawman company documents have been edited in accordance with the Companies Act 2006.
Application and features
- Comprehensive coverage of any type of business you could possibly require
- Drawn so as to satisfy your bank
- Suitable for anyone wishing to set up a new limited company with modern provisions; or
- Suitable for anyone wanting to change their memo and articles wholesale rather than try to amend outdated language
- Not suitable for a company limited by shares
- Save money by forming your company yourself
- Construct your articles to suit your business using a document you can understand
- Name of your company and the complete details of its subscribers and their consent to form the company with guarantee undertaking
- Interpretation clause with comprehensive definitions
- Limitation of members' liability to the extent of amount guaranteed
- Provisions relating to directors including their appointment, powers and responsibilities and decision making procedure through board's meetings
- Provisions for becoming and ceasing to be a member
- Provisions relating to director's indemnity and insurance
- Decision making by members through general meetings including provisions for quorum, voting, adjournment, proxy etc.
- Administrative arrangements including communication, company seal, restriction on inspection of accounts and other records and Provision for employees on cessation of business.
This document has been drawn by Rajeev Goswami, unconnected with Net Lawman. Rajeev Goswami will welcome your contact for further legal help. There may be a charge for Rajeev Goswami services.
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