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Company Limited By Guarantee Memorandum Of Association Template for England and Wales

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Key Requirements PROMPT example:

Company Limited By Guarantee Memorandum Of Association

"I need a Company Limited By Guarantee Memorandum Of Association for a new educational charity being established in Wales, with a £10 guarantee amount per member and five founding trustees who will serve as initial subscribers."

Document background
The Company Limited By Guarantee Memorandum Of Association is a crucial incorporation document required when establishing a non-profit or charitable organization in England and Wales. Since the Companies Act 2006, it has become a simpler document that captures the company's state at formation, while most operational provisions now reside in the Articles of Association. It must specify the company's name, registered office jurisdiction, the nature of members' liability, and the guarantee amount. This structure is particularly suitable for organizations that reinvest profits rather than distributing them to members, such as charities, professional associations, and educational institutions.
Suggested Sections

1. Subscriber Statement: Statement of intention to form a company and become members

2. Company Name: The proposed name of the company

3. Registered Office: Statement that registered office will be in England and Wales

4. Liability Statement: Statement that liability of members is limited by guarantee

5. Guarantee Amount: Amount each member undertakes to contribute if company is wound up

Optional Sections

1. Objects Clause: Company's purposes - required for charities, optional for other companies. Include when company has specific purposes or charitable status

2. Restrictions on Distribution: Limitations on profit distribution - include for non-profit or charitable companies

Suggested Schedules

1. Subscriber Information Schedule: Details of initial subscribers including names, addresses and signatures

2. Witness Details Schedule: Information about witnesses to subscriber signatures including names, addresses and occupations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company formation, registration, and constitutional documents (particularly sections 7-9 and 17-38)

Companies (Registration) Regulations 2008: Secondary legislation detailing specific requirements for company registration and formation procedures

Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015: Regulations governing company naming conventions and disclosure requirements

Charities Act 2011: Relevant if the company limited by guarantee is to be established as a charitable organization

Companies (Model Articles) Regulations 2008: Provides standard template articles that can be adopted or modified for companies limited by guarantee

Insolvency Act 1986: Contains provisions regarding members' liability in case of company insolvency

Companies House Guidance: Official regulatory guidance on company incorporation and naming requirements

Charity Commission Guidance: Regulatory guidance on governing documents for charitable organizations (if applicable)

Modern Memorandum Requirements: Post-2009 simplified format focusing on company incorporation snapshot rather than ongoing constitutional provisions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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