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

A Company Limited By Guarantee Memorandum Of Association is your organisation's founding constitutional document under English and Welsh company law. Following reforms introduced by the Companies Act 2006, this document has been streamlined to capture essential formation details while operational governance provisions are now contained in your Articles of Association. You'll need this memorandum to formally incorporate any non-profit organisation, charity, or membership-based entity that operates without share capital.

When do you need this document?

You require this memorandum when establishing charitable organisations, professional associations, trade unions, sports clubs, educational institutions, or community interest companies. Unlike companies limited by shares, your organisation won't issue share capital but instead relies on members who guarantee to contribute a specified amount if the company faces insolvency. This structure suits organisations focused on charitable, educational, or community purposes rather than profit distribution. You'll also need this document when converting from an unincorporated association to gain limited liability protection and formal legal status.

Key legal considerations

Your memorandum must include specific mandatory statements to comply with Companies Act 2006 requirements. The subscriber statement demonstrates your intention to form the company and become founding members, while witnesses must authenticate subscriber signatures. Your company name must be unique and comply with naming regulations, particularly if seeking charitable status. The liability limitation clause is crucial—it confirms members' liability is restricted to their guarantee amount rather than unlimited personal liability. Consider your guarantee amount carefully; while £1 is common, larger amounts may provide greater creditor protection but increase member risk. Remember that this document, once filed, becomes publicly accessible through Companies House and establishes your organisation's legal foundation.

Legal requirements in England and Wales

Under the Companies Act 2006, your memorandum must state the company name, confirm the registered office will be situated in England and Wales, include the liability limitation statement, and specify each member's guarantee amount. You need at least one subscriber who will become the first member, plus independent witnesses for signatures. Companies House requires the memorandum alongside Form IN01 and your Articles of Association for incorporation. If establishing a charity, you'll also need Charity Commission registration under the Charities Act 2011. The document must be signed by all subscribers in the presence of witnesses, and electronic signatures are not permitted for incorporation purposes. Following successful registration, Companies House will issue a Certificate of Incorporation confirming your organisation's legal existence.