Memorandum & Articles of Association - Limited Company (Under Guarantee) - Model

The model Memorandum & Articles of Association for a Limited Company (under Guarantee) serves for a voluntary organisation registering both under the Charities Act and Companies Acts.  The author prior to the current legislation originally wrote this model but modified.

It should be born in mind that the Charities Act 2011 was a consolidation Act, which brought together various Acts, including Charities act 1993 and Charities Act 2006. This did not alter the law, per say, but brought existing legislation together in one law. 

We strongly commend that local support and development organisations are incorporated as a company, as well as having charitable status. Unlike unincorporated organisations, a company has a separate legal existence from its members. This means that the company can employ staff, own property, enter into contracts, and sue or be sued in the courts, rather than individual management committee members being personally responsible for these functions.

It is recommended that any voluntary organisation considering this process should view this template in terms of the specialist clauses, (particularly in the Articles of `association), that are also contained within, (used by the author for both a international youth hostel exchange project and adapted successfully for a eco-regeneration group), and take guidance from with a umbrella body geared to provide such specialist support or alternatively a company such as Jordans Limited who have decades of experience is helping voluntary organisations in this regard.