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Memorandum Of Association For Private Company Limited By Guarantee

CO.CD.02.07
Every company must be run in accordance with its Memorandum of Association which express its purpose and powers showing its external status.

The Memorandum of Association covers key matters such as the company name, whether the company is a public company or private company, its domicile, its objects and its share capital. The objects clauses defines the business activities of the company.

This type of company is commonly used for a club or an association. This will have limited liability - the liability of its members being limited to the amount each member undertakes to contribute to the assets of the company in the event of its being wound up, normally £1.

No shares are issued. This type of limited company has members. The members agree to contribute a membership fee or subscription, normally have equal voting rights and elect a board of directors. Any profits (often known as "surpluses") are not distributed as dividends, but may be used to support the activities for which the club is formed.

Changes to each of these provisions of the Memorandum of Association generally require special procedures and must also be notified to the Companies Registry. Changes to the objects in the Memorandum of Association can be made in the same way as changes to the Articles of Association.

Forming a Private Company by Guarantee follows the same procedures as a Private Company by Shares.

This template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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