Memorandum (Company Limited By Guarantee)

Both a memorandum of association and articles of association are required for a company formed in the UK under the Companies Act 2006. 

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, popularly called ‘members’. Their personal liability is limited to their ‘guarantee’: an amount they agree to contribute towards the company’s liabilities. This will only come into play if the company is unable to pay bills or is wound up. The guarantee amount is usually nominal, the most common figure being £1.

The memorandum of association is a legal statement that contains the names of the founding members and confirms that the subscribers wish to form a company under the Companies Act and agree to become its first members. The memorandum must be in a prescribed form and must be authenticated by each subscriber. It must be delivered to Companies House and becomes a historical document of record that cannot be changed. 

Note that before the Companies Act 2006 came into force, a company's memorandum included provisions that now fall within the articles of association. This included any restrictions on what a company could do (the objects clause). For companies formed before 1 October 2009 these restrictions are now treated as being part of the articles and not the memorandum.

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 the template has been updated accordingly.

Many companies will be incorporated digitally and the memorandum will be generated automatically as part of the online incorporation procedure. This template may be particularly useful for those wanting to apply by post.

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