Memorandum Of Association For Non Profit Organisation Template for England and Wales

A Memorandum of Association For Non Profit Organisation is the primary constitutional document you need to establish a charitable or non-profit company in England and Wales. This legally binding document sets out your organisation's fundamental structure, purposes, and operational framework, and must be filed with Companies House as part of your incorporation process under the Companies Act 2006.

When do you need this document?

You need this memorandum when establishing any charitable company limited by guarantee, community interest company, or other non-profit organisation that requires formal incorporation. This applies whether you're setting up a charity to provide community services, establishing an educational foundation, creating a sports club, or forming any organisation with exclusively charitable or community purposes. The document is also required when converting an existing unincorporated association into a company structure, or when establishing a subsidiary charity under an existing charitable organisation.

Key legal considerations

Your memorandum must clearly define your organisation's charitable or non-profit objects in language that complies with both company law and charitable purposes as defined in the Charities Act 2011. The liability clause must specify that members' liability is limited to a nominal guarantee amount, typically £1 or £10 per member. Critically, you must include provisions preventing the distribution of profits or assets to members, ensuring any surplus income is used exclusively for your stated charitable purposes. The dissolution clause must specify that remaining assets will transfer to similar charitable organisations, never to members personally. If seeking charitable status, your objects must fall within the thirteen recognised charitable purposes under the Charities Act 2011.

Legal requirements in England and Wales

Under the Companies Act 2006, your memorandum must state your company name, confirm your registered office is in England and Wales, and include your objects clause and liability statement. The company name must end with "Limited" unless you obtain exemption from Companies House for charitable companies. Companies House requires specific wording for charitable companies, and if you plan to register as a charity, the Charity Commission will review your memorandum to ensure compliance with charitable law. You must also ensure your objects are sufficiently detailed to satisfy both Companies House registration requirements and potential Charity Commission registration. The document must be signed by each founding member in the presence of a witness, and you'll need to file it alongside Form IN01 and your Articles of Association when incorporating.