Articles of Association - Private Co Ltd by Guarantee

This Articles of Association-Private Company Limited By Guarantee are the prescribed Model Articles provided by the Companies Act 2006.

Articles of Association are the rules governing the internal affairs of a company. All registered companies must have articles of association.

Unless a company creates its own articles excluding or amending the model articles, then the new model articles for that type of company will apply by default. However, companies are free to adopt, vary or exclude some or all of the model articles, subject to the provisions of the Companies Act 2006. In the case of 1985 Act incorporated companies, in so far as their articles are inconsistent with the CA 2006, the requirements of the CA 2006 will override those articles.

The procedure to form a Private Company Limited by Guarantee is the same as that to form a Private Company Limited by Shares. The only distinction is that for a Private Company Limited by Guarantee no shares are issued and instead this type of limited company has members. The members agree to contribute a membership fee or subscription, normally have equal voting rights and elect a board of directors. Any profits (often known as "surpluses") are not distributed as dividends, but may be used to support the activities for which the company is formed.

This template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

This document can also be found in Starting Up, in the Company Formation Documents Subfolder, entitled Articles of Association (Company Limited By Guarantee).

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