This is a copy of the 'model' Articles of Association commonly used when setting up a limited liability company (limited by guarantee) in the UK. A copy of the model Articles of Association is also available from the Companies House website. We provide it here, as a formatted Word document, to make it easy to edit when creating amended Articles.
Articles for Companies limited by guarantee
A company limited by guarantee is the type of not-for-profit company commonly used to set up a club or an association. Companies limited by guarantee do not have shares and its members are guarantors rather than shareholders. Limitation of liability takes the form of a guarantee from its members to pay a nominal sum in the event of the company being wound up while they are a member or within one year of their ceasing to be a member. The amount of money that is guaranteed can be as little as £1 and is stated within the Company's Articles of Association. 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.
Articles for companies limited by guarantee cover:
- Liability of members
- Directors' powers and responsibilities
- Decision-making by directors
- Appointment of directors
- Members – becoming and ceasing to be a member
- Organisation of general meetings
- Voting at general meetings
- Administrative arrangements
- Directors' indemnity.