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Companies Limited by Guarantee: Membership Certificates and accompanying templates

February 2015

A company limited by guarantee is a widely used business vehicle for many not for profit organisations such as charities, clubs and housing associations. A private company limited by guarantee means the members of the company financially back it up to an agreed amount. Whilst companies limited by guarantee are similar to private companies limited by shares, they do not have a share capital or any shareholders, but members who control the company.

Whether a company limited by guarantee issues a membership certificate is a matter of preference: there is no legal requirement to do so, unlike a company limited by shares which must issue share certificates to its shareholders. However many companies will have a provision in their articles stipulating that membership certificates must be issued and the content of them. In addition from a practical perspective, many companies find it useful to issue membership certificates as evidence that a person is entitled to be entered in the register of members.

With this in mind we have supplemented our existing offering of constitutional documents for companies limited by guarantee, by adding the following templates for both a general company limited by guarantee as well as a charitable company limited by guarantee:

Membership Certificate;

Application to become a Member; and

Acceptance of Application to become a Member.

If you are thinking of incorporating a new company limited by guarantee or are already incorporated as such, these new templates are designed to assist you in the administration of your organisation.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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