Legally required clauses included by UKcorporator in the memorandum of association of companies limited by guarantee

For all companies limited by guarantee, UKcorporator will include the following clause in the memorandum of association in conformity with Table C of The Companies (Tables A to F) Regulations 1985:

Every member of the company undertakes to contribute such amount as may be required (not exceeding the amount referred to in Schedule 2) to the company's assets if it should be wound up while he, she or it is a member or within one year after he, she or it ceases to be a member, for payment of the company's debts and liabilities contracted before he, she or it ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.

The 'Schedule 2' referred to above will contain the monetary amount which you indicated earlier as the maximum contribution required by members in the event of a winding up.

Additionally, if you indicated earlier that you intend to apply for exemption from use of the word 'Limited' or 'Cyfyngedig' in the company name, UKcorporator will include the following clauses in the memorandum of association in conformity with section 30(3)(b) of the Companies Act 1985:

The income of the company, from wherever derived, shall be applied solely in promoting the abovementioned objects, and no distribution shall be made to its members in cash or otherwise.

If on the winding up of the company there remains any surplus after all its debts and liabilities have been satisfied, the surplus shall not be distributed among the members of the company, but shall be given or transferred to some other body (whether or not it is a member of the company) having objects similar to those of the company, or to another body the objects of which are the promotion of charity or anything incidental or conducive thereto.


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