Memorandum (Company Limited By Guarantee)

Under the Companies Act 2006, a UK company must have both a memorandum of association and articles of association. You may wish to keep this alongside the company’s Articles of Association (Company Limited By Guarantee).

This memorandum of association is for a company limited by guarantee. A company limited by guarantee does not have shareholders or share capital. Instead, it has guarantors (often called “members”). Their personal liability is limited to their “guarantee” - an amount they agree to contribute towards the company’s liabilities if the company cannot pay its debts or is wound up. The guarantee amount is usually nominal (most commonly £1).

What does Memorandum (Company Limited By Guarantee) do?

The memorandum of association is a legal statement that:

• contains the names of the founding members (the subscribers)
• confirms the subscribers wish to form a company under the Companies Act 2006
• confirms they agree to become the company’s first members

The memorandum must be in a prescribed form and must be authenticated by each subscriber. It must be delivered to Companies House on incorporation and becomes a historical document of record that cannot be changed.

When should you use Memorandum (Company Limited By Guarantee)?

Many companies are incorporated digitally and a memorandum is generated automatically as part of the online incorporation process. This template is particularly useful if you want to apply by post. Where you are preparing an incorporation filing, you may also find Company Formation Checklist and CHF-IN01 - Application To Register A Company helpful.

Background

Before the Companies Act 2006 regime took effect, a company’s memorandum could also include provisions that are now found in the articles of association, including any restrictions on what the company could do (the objects clause). For companies formed before 1 October 2009, those restrictions are now treated as part of the articles, not the memorandum.

Economic Crime and Corporate Transparency Act 2023

The Economic Crime and Corporate Transparency Act 2023 requires the full forename and surname of each subscriber to be included in the memorandum of association, and this template has been updated accordingly.

Memorandum (Company Limited By Guarantee) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.