Articles of association of a company limited by guarantee meaning

This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 (CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note: Unlimited companies) For details on other business vehicles, see Practice Note: Forms of business vehicle — fundamentals....

This Practice Note outlines the key features of a private company limited by shares. It also explains the principal differences from public companies limited by shares, and why this structure might be selected as the preferred business vehicle rather than another UK company form. What is a private company limited by shares? A private company limited by shares is a distinct legal person, separate from its members. Ownership rests with members through their shareholdings, while directors run the company in accordance with the Companies Act 2006 (CA 2006) and the company’s constitutional document, the articles of association. This is a widely adopted vehicle. The Companies House public register records over five million limited companies, of which more than 95% are private companies limited by shares. The other UK company types available under the CA 2006 are: public companies limited by shares—see Practice Note: Public companies limited by shares private companies limited by guarantee, which are primarily used by charities and other not-for-profit...

The RTM company Only a right to manage company can obtain and then use the right to manage. Such a company must be a private company limited by guarantee, and its objects must include the right to manage. In England, the form of the company’s articles is set by the RTM Companies (Model Articles) (England) Regulations 2009, SI 2009/2767; in Wales, by the RTM Companies (Model Articles) (Wales) Regulations 2011, SI 2011/2680 (together, the Articles Regulations). There is no requirement for the company’s name to contain the letters ‘RTM’ (Fairhold Mercury v HQ (Block 1) Action Management). The articles of association must also describe the premises with adequate precision...

Company number: [ insert company number ] [ Insert company name ] [ Limited OR PLC ] Minutes of a meeting of the board of directors (the Meeting ) of [ insert full name of company ] (the Company ) Held at [ insert place of meeting ] Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of any directors present, whether in person or by any remote means (provided such means are not specifically prohibited by the Company’s articles of association) [ by [ insert means of attendance for each director attending remotely ] ] ] In attendance: [ [ Insert name of anyone attending, whether physically or by any remote means, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] Apologies: ...

Part 1, interpretation and limitation of liability Unless the context requires otherwise, these articles use terms defined in the Companies Act 2006 (and any amending or subordinate legislation) and within these articles. Defined terms include: address; articles; bankruptcy (including similar overseas procedures); chair and chair of the meeting (articles 13 and 30); Companies Acts; director (including anyone acting as such); document (including electronic); electronic form/means and hard copy form; instrument; member; ordinary and special resolutions; eligible director; participate; proxy notice; relevant officer (non‑auditor officers of the company or any group undertaking, present or former); subsidiary; and writing (any visible representation, including electronic) The model articles are excluded. Unless otherwise stated, statutory expressions bear the meaning they had when these articles became binding. References to legislation include any modification, re‑enactment or replacement. Singular includes plural and vice versa; masculine includes feminine and neuter; persons include corporations Each member’s liability is limited to £1, payable on a winding up while a member or within one year of ceasing, towards:...

COMMONHOLD AND LEASEHOLD REFORM ACT 2002 NOTICE OF INVITATION TO PARTICIPATE IN RIGHT TO MANAGE To [ name and address ] (See Note 1 below) [ name of RTM company ] (“the company”), a private company limited by guarantee with its registered office at [ address of registered office ] and registration number [ number under Companies Act 2006 ], is empowered by its memorandum of association to obtain and exercise the right to manage [ name of premises to which notice relates ] (“the premises”). The company plans to assume the right to manage the premises. [ Either the company’s articles of association are enclosed with this notice; or the company’s articles may be inspected at [ address for inspection ] between [ specify times ]. (See Note 2 below) During the seven days beginning with the day after this notice is served, a copy of the articles may be ordered from [ specify address ] on payment of £[ specify fee ]. (See...