Articles of Association - Private Co Ltd by Guarantee
These Articles of Association - Private Co Ltd by Guarantee are the prescribed Model Articles under the Companies Act 2006. They are intended for a private company limited by guarantee.
Articles of association are the rules governing the internal affairs of a company. All registered companies must have articles of association.
What does Articles of Association - Private Co Ltd by Guarantee do?
It provides the default constitutional rules for a private company limited by guarantee. Unless a company adopts bespoke articles that exclude or amend the model articles, the model articles for that company type will apply by default.
When should you use Articles of Association - Private Co Ltd by Guarantee?
- You are forming a private company limited by guarantee and want to use the prescribed model articles under the Companies Act 2006.
- You do not need modified or bespoke articles and are content for the model form to apply as the company’s constitution.
Companies formed before 1 October 2009 / Background
Unless a company creates its own articles excluding or amending the model articles, the model articles for that type of company will apply by default. Companies are free to adopt, vary or exclude some or all of the model articles, subject to the Companies Act 2006.
For companies incorporated under the Companies Act 1985, where their articles are inconsistent with the Companies Act 2006, the requirements of the Companies Act 2006 override those articles.
Choose the right version
Use this document if you need the model articles for a private company limited by guarantee. If your company is limited by shares, you should use the equivalent model articles for a private company limited by shares instead.
What else you may need
The procedure to form a private company limited by guarantee is broadly the same as for a private company limited by shares, but there are key structural differences.
- A private company limited by guarantee does not issue shares and has members rather than shareholders.
- Members agree to contribute a membership fee or subscription.
- Members normally have equal voting rights and elect a board of directors.
- Any profits (often called “surpluses”) are not distributed as dividends, but may be used to support the activities for which the company is formed.
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