The Company Limited By Guarantee Memorandum Of Association is a crucial incorporation document required when establishing a non-profit or charitable organization in England and Wales. Since the Companies Act 2006, it has become a simpler document that captures the company's state at formation, while most operational provisions now reside in the Articles of Association. It must specify the company's name, registered office jurisdiction, the nature of members' liability, and the guarantee amount. This structure is particularly suitable for organizations that reinvest profits rather than distributing them to members, such as charities, professional associations, and educational institutions.
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1. Subscriber Statement: Statement of intention to form a company and become members
2. Company Name: The proposed name of the company
3. Registered Office: Statement that registered office will be in England and Wales
4. Liability Statement: Statement that liability of members is limited by guarantee
5. Guarantee Amount: Amount each member undertakes to contribute if company is wound up
1. Objects Clause: Company's purposes - required for charities, optional for other companies. Include when company has specific purposes or charitable status
2. Restrictions on Distribution: Limitations on profit distribution - include for non-profit or charitable companies
1. Subscriber Information Schedule: Details of initial subscribers including names, addresses and signatures
2. Witness Details Schedule: Information about witnesses to subscriber signatures including names, addresses and occupations
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