Memorandum - Charity Company Limited By Guarantee
Under the Companies Act 2006, a UK company must have both a memorandum of association and articles of association.
This Memorandum - Charity Company Limited By Guarantee is for a charity company limited by guarantee. A company limited by guarantee does not have shareholders or share capital. Instead, it has guarantors (often called members). Each member’s personal liability is limited to the amount of their guarantee, which is the sum 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 (commonly £1).
What Does Memorandum - Charity Company Limited By Guarantee Do?
It contains the names of the subscribers (founding members) and confirms that they wish to form a company under the Companies Act 2006 and agree to become its first members.
The memorandum must be in the prescribed form and authenticated by each subscriber. It must be delivered to Companies House on incorporation. Once the company is incorporated, the memorandum becomes a historical record that cannot be changed.
What Does Memorandum - Charity Company Limited By Guarantee Cover?
- The names of the subscribers (founding members)
- Confirmation the subscribers wish to form a company under the Companies Act 2006 and agree to become its first members
- Confirmation the memorandum is in the prescribed form required by the Companies Act 2006 (there is no charity law requirement to add further content)
When Should You Use Memorandum - Charity Company Limited By Guarantee?
Many companies are incorporated digitally and the memorandum is generated automatically as part of the online incorporation process. This memorandum may be useful if you want to apply by post.
Companies Formed Before 1 October 2009
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.
ECCTA 2023: Subscriber Names
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 document reflects that requirement.
Choose the right version
Use this memorandum if you are incorporating a charity company limited by guarantee (so the company has guarantors/members, not shareholders and share capital). If you are forming a different type of company, use the relevant memorandum instead:
You will also need the company’s articles of association on incorporation. See: Charity Articles of Association - Private Company Limited By Guarantee
Key Filing Point
The memorandum must be delivered to Companies House on incorporation.
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