Articles of association

Private company limited by guarantee
2 Reviews
Select support levelCompare

Document overview

This document provides a template for the articles of any company limited by guarantee - a structure commonly used by charities, social and not-for-profit organisations and clubs. It provides a reasonable, practical framework to enable the directors to manage and control the company.
Compliant with the latest law in
  • England & Wales
  • Scotland
Document propertied
Document properties
  • Length:17 pages (5000 words)
  • Available in:
    MsWordMicrosoft Word DOCXApple pagesApple PagesRTFRTF
watertight guarantee
Backed by our watertight guarantee

If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.

writing in plain english
Written in plain English

We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.

Guidance notes included

You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

Support from our legal team

Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

Up to date with the latest law

Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

About this document

This set of articles is appropriate for any new or existing company limited by guarantee.

The limited liability by guarantee framework is usually used by non-profit or charitable organisations who wish their members to have an interest in the company for reasons other than financial ones. In many cases funding bodies require your organisation to use this structure in order to lend or donate to you.

Like a private company that has shares, this structure also protects the members from personal liability of the actions of the company and its officials.

This document is suitable for any size of organisation. The members may be few or may be numbered in thousands. As a result, you can use this articles template to enable your small organisation to expand without restriction.

The framework provided here is of course based on the model version provided in the Companies Act 2006. That act freed us from the longstanding straightjacket of a document few people dared to edit.

Because you can now edit your articles more flexibly, you set out how your company operates precisely in words that all stakeholders can understand. The so called model version will not suit you. There are many additions and omissions that are unworkable or impractical in the real world.

We have taken advantage of the new flexibility to give you a template set which is simple and effective - and in plain English of course. So whether you are starting a new company or considering a change to how decisions are made, this document should suit you well.

These articles are for a private company with a simple structure. We believe that it is more flexible and efficient if they are drawn to reflect just one class of members, all being equal. Because it is easier and less disruptive to change a committee than to change this document, we have provided a democratic structure - the members elect the board and have the right to remove them.

It is also suitable for a company where several members are directors.

As with all Net Lawman documents, the drafting notes give you comments and suggestions on every paragraph, explaining what to edit and how.

This document:

  • is suitable for incorporating a new company or for changing an existing company
  • is specific for a limited company by guarantee
  • is not specific to any particular industry
  • contains modern provisions in plain English
  • allows you to construct each article to suit your exact needs
  • is full of practical and commercial help and suggestions
  • includes draft minutes of directors' and members' general meeting to change the articles

Alternative versions

We offer other variations for company structures. In particular, our vanilla set for a private limited company with shares is suitable for most trading companies.

Sample articles of associationSample page from the articles of association for a company limited by guarantee

CallTalk to us about this document

We are happy to answer any questions you have. Arrange for us to call you.

Recent reviews

Just Right
04 June 2023
Hello from Grattons (Crawley) Indoor Bowls Club Ltd. We are limited by guarantee with no share capital. Our present Articles are over 40 years old and most certainly out of date and in parts incorrect. As a new Co Sec I was given the task of presenting a revised and up to date AofA to the Board. I have no previous experience in these matters. It became clear early on that I would require 'legal' assistance but I wanted to construct the new document myself and in the process learn some company law that's relevant to our club. Self-help sites on the internet were numerous, some looked easy, some difficult to navigate. However, you were mentioned in my club papers (someone perhaps had done some earlier trawling) and I looked on your site. It soon became clear that this is what I was looking for. Templates were simple to understand and I could see clearly that there was one that covered our type of company; your guidance was clear & concise and not too much 'legalese'. So I bought your package, launched all the documents and slowly worked my way through them. I managed to construct a first draft AofA that I presented to the Board. For a complete layman I was very impressed by your documents and the guidance. Keep up the good work. Best wishes from Ralph Lonsdale
Ralph Lonsdale
Ideal Replacement
13 May 2021
We are a company limited by guarantee providing local community services. Having been incorporated in 2009 under the 1985 Companies Act we wanted to modernise our governing documents. The suggestion was that we should adopt the model articles under the 2006 Act. I looked at a number of modern model articles and compared these clause by clause with the 2006 Act model Articles. The Net Law model came out as favourite because of its clear and concise drafting and the detailed explanatory notes. We wanted a number of minor changes to suit our requirements which were easy to achieve because of the documents simple formatting.
Nicolas Townsend

Choose the level of support you need

Document Only

Complete the document template yourself using our guidance notes
(incl VAT)
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
Most Popular

Lawyer Assist

Support from our legal team during and after editing
193 Reviews
(incl VAT)
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
  • okUnlimited email support - ask our legal team any question related to completing the document
  • ok
    Review of your edited document by our legal team including:
    • reporting on whether your changes comply with the law
    • answering your questions about how to word a new clause or achieve an outcome
    • checking that your use of defined terms is correct and consistent
    • correcting spelling mistakes
    • reformatting the document ready to sign


Drafted for you, to your precise requirements
(incl VAT)
  • okA document drawn just for you to your exact requirements
  • okPersonalised service provided by an experienced solicitor
  • okFree discussion before we provide an estimate, for you to ask questions and for us to understand your requirements
  • okTransparent fees - a fixed fee for the basic work, a fixed hourly rate for new or changed instructions, and no charge for office overheads or third party disbursements
  • okCareful and thorough consideration of your circumstances and your consequent likely practical and legal requirements
  • okProvision of options that you may not have considered with availability for discussion
  • okHelp and advice woven into the fabric of our service so that you can make the best decisions
© 2000 - 2024 Net Lawman Limited.
All rights reserved