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Company Limited By Guarantee Memorandum Of Association Template for United States

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Key Requirements PROMPT example:

Company Limited By Guarantee Memorandum Of Association

"I need a Company Limited By Guarantee Memorandum Of Association for establishing a national educational non-profit organization with 12 founding members, each providing a $5,000 guarantee, with specific provisions for educational research and development activities."

Document background
The Company Limited By Guarantee Memorandum Of Association serves as the constitutional foundation for non-profit organizations operating without share capital. While more common in Commonwealth jurisdictions, this structure has been adapted for use in the United States, particularly for charitable, educational, and social welfare organizations. The document outlines the organization's objectives, member guarantees, and governance structure, ensuring compliance with both federal and state-specific non-profit regulations. It's particularly useful when establishing organizations that require member commitments without share capital, providing a framework for limited liability while maintaining non-profit status.
Suggested Sections

1. Name Clause: States the name of the company and any restrictions on name changes

2. Registered Office: Specifies the location of the registered office

3. Objects Clause: Defines the purpose and scope of the company's activities

4. Liability Clause: States the nature of members' liability and guarantee amount

5. Membership Declaration: Details of initial members and their guarantee commitments

Optional Sections

1. Asset Lock Provisions: Used when the organization wants to ensure assets are permanently dedicated to non-profit purposes

2. Specific Purpose Statement: Detailed when organization has very specific charitable or social purposes

3. Dissolution Provisions: Special provisions for asset distribution upon dissolution

Suggested Schedules

1. Initial Members List: Details of founding members including names, addresses, and guarantee amounts

2. Statement of Initial Directors: Names and details of first directors

3. Objects Schedule: Detailed listing of charitable or social objects if extensive

4. Powers Schedule: Detailed listing of powers granted to achieve objects

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses






























Industries

State Corporation Laws: Each state's specific corporation laws that govern business entities, including the Model Business Corporation Act where adopted. These determine the fundamental requirements for incorporation and operation.

Internal Revenue Code: Federal tax regulations, particularly sections relating to non-profit organizations and their tax treatment under US law.

Securities Exchange Act: Federal securities regulations that may apply to the organization's activities, especially if issuing any form of securities or memberships.

501(c) Requirements: Specific requirements under the Internal Revenue Code for organizations seeking non-profit status, including operational and structural requirements.

State Non-Profit Laws: State-specific regulations governing non-profit entities, including operational requirements and restrictions.

State Charitable Organization Regulations: Specific state laws governing charitable organizations, including registration and reporting requirements.

State Fundraising Laws: State-specific regulations governing fundraising activities and solicitation of contributions.

Governance Requirements: State-specific requirements for organizational structure, board composition, and governance procedures.

Fiduciary Duty Regulations: Laws governing the fiduciary responsibilities of directors and officers to the organization.

Directors' Liability Provisions: Laws and regulations concerning the liability and protection of directors in their official capacity.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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