Limited by Guarantee - Membership Application

These notes are particularly designed for the situation where a club is incorporated but can be adapted.

Name of Company is a company limited by guarantee. This means that it does not have shares or shareholders, but instead it has members. Its day-to-day management is carried out by the directors, but by becoming a member you will be entitled to do the following things:

  • attend and vote at general meetings; normally there will be one meeting per year, called the Annual General Meeting or AGM, and you will be given at least three weeks' notice of the place and time of the meeting. We may also need to call other general meetings in exceptional circumstances
  • receive the annual accounts of the company
  • to elect directors by voting at the meeting
  • to vote on any fundamental changes to the nature of the company, its name, its purposes, or what happens to its profits.

You will not be entitled to receive any dividend or other income from the company.

If the company makes a profit this will be retained to help pay for the company's activities in the following years. If the company is wound up you will not receive any money from the company because its constitution requires that it should be paid to another similar organisation or to a charity.

The constitution is made up of the Memorandum and the Articles and the rules. The Memorandum sets out what the company can do and why it exists. The Articles deal with the holding of meetings, the admission of members, the election of directors and other rules relating to the running of the company - these rules may be inspected at the registered office.

You will not be liable for any debts of the company by becoming a member and you will not be liable if someone brings an action against the company. This is because like most other companies it is a limited company, which means your liability as a member is limited. If the company is wound up then you will have to pay no more than £1 to the company. This is the amount that you 'guarantee' or promise to pay to the company by becoming a member, as set out in the Memorandum.

To become a member, the procedure is as follows:

To the Board of Company Name

I, name of address

wish to become a member of Company, subject to the provisions of the Memorandum and Articles of Association of the Company and to the Rules. I agree to pay to the company an amount of £1 if the company is wound up while I am a member or for up to 12 months after I have left the Company.

(If appropriate:) I agree to pay a subscription of amount on date, and to pay any membership fee levied in accordance with the Company's Rules.

Signed:

Dated: