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Articles of Association (Company Limited By Guarantee)

CO.CF.08

The Articles of Association for a Private Company Limited by Guarantee set out the legal framework for running a company of this type. Unlike a company limited by shares, a company limited by guarantee does not issue shares or have shareholders. Instead, it has members who agree to contribute a set amount (a guarantee) toward the company’s debts if it is wound up.

This type of company structure is commonly used for non-profit organisations, charities, clubs, and associations, where profits (often called "surpluses") are reinvested into the organisation rather than distributed as dividends. Members typically have equal voting rights and elect a board of directors to oversee the company's operations.

What does this Articles of Association template include?

These Articles of Association (Company Limited by Guarantee) comply with the Companies Act 2006 and the Model Articles. It provides a structured legal framework covering:

  • Membership rules and voting rights
  • Board of directors' powers and responsibilities
  • Rules on financial management and surplus reinvestment
  • Decision-making processes and governance
  • Provisions for amending the articles as required

If a company does not create its own customised articles, the default Model Articles will apply. However, businesses and organisations are free to amend, exclude, or adapt certain provisions, provided they comply with the Companies Act 2006. For existing companies, any conflicting provisions in their current articles will be overridden by the Companies Act 2006.

Who should use this document?

This template is ideal for:

  • Non-profit organisations seeking a formal governance structure
  • Charities and community groups looking to establish a legal framework
  • Membership-based organisations such as clubs, trade associations, and co-operatives
  • Businesses operating without shareholders, where profit distribution is not the primary goal

How to use this template

This Articles of Association (Company Limited by Guarantee) template is provided in an open format, allowing users to enter key details in the highlighted fields or modify the wording to suit their specific company structure and legal requirements.

What are the benefits of subscribing to Corporate Documents to download this Articles of Association template?

Companies and non-profits often need governance documents tailored to their structure. Subscription to Corporate Documents provides access to professionally drafted, up-to-date templates that help establish a clear legal framework, ensure compliance with the Companies Act 2006, and maintain operational stability.

Articles of Association (Company Limited By Guarantee) is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.

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