Memorandum For Private 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 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). Each member’s personal liability is limited to the amount of their guarantee, being 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 For Private Company Limited By Guarantee do?
It records the subscribers’ agreement to form the company under the Companies Act 2006 and to become its first members. The memorandum must be in the prescribed form, authenticated by each subscriber, and delivered to Companies House on incorporation.
Once the company is incorporated, the memorandum becomes a historical record and cannot be changed.
What does Memorandum For Private Company Limited By Guarantee cover?
- The names of the founding members (the subscribers)
- Confirmation that the subscribers wish to form a company under the Companies Act 2006 and agree to become its first members
- The prescribed-form statements required on incorporation, authenticated by each subscriber
When should you use Memorandum For Private 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 where the company is limited by guarantee (no share capital). If you are forming a private company limited by shares, or a charity company limited by guarantee, use the relevant memorandum instead:
You will also need the company’s articles of association on incorporation. See: Articles of Association (Private Company Limited By Guarantee).
These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006 and, where relevant, the Economic Crime and Corporate Transparency Act 2023.
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