The Company Limited By Guarantee Memorandum Of Association is a crucial incorporation document required when establishing a non-profit or charitable organization in Australia. This document is mandated by the Corporations Act 2001 (Cth) and must be submitted to ASIC as part of the company registration process. It is particularly suited for organizations that do not distribute profits to members and where members' liability is limited to a specified guarantee amount. The memorandum contains essential information about the company's purpose, structure, and governance framework, including objects clauses, powers, and member liability provisions. It forms part of the company's constitution and serves as a reference point for stakeholders, regulators, and the public regarding the organization's fundamental characteristics and operational parameters.
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1. Company Name and Type: Specifies the company name and confirms its status as a company limited by guarantee
2. Objects: Details the primary purposes and objectives for which the company is established
3. Powers: Outlines the legal powers of the company to carry out its objects
4. Income and Property: Establishes restrictions on use of company income and property, particularly regarding distributions to members
5. Liability of Members: States the limited liability nature and specifies the guarantee amount
6. Winding Up: Provisions for dissolution and distribution of surplus assets
7. Amendments to Memorandum: Process for modifying the memorandum
8. Initial Members: Lists the founding members who subscribe to the memorandum
1. Not-for-profit Clause: Required if the company will operate as a non-profit entity or seek registration as a charity
2. Charitable Purposes: Required if the company will seek registration as a charity, defining specific charitable purposes
3. International Operations: Required if the company will operate outside Australia, detailing international scope and compliance
4. Special Governance Requirements: Additional governance provisions required by specific regulators or funding bodies
5. Religious Purposes: Special provisions for organizations with religious purposes
6. Educational Purposes: Specific provisions for educational institutions
1. Schedule 1: Initial Members: Detailed information about founding members including names, addresses, and signatures
2. Schedule 2: Amount of Guarantee: Specific details of the guarantee amount and any conditions attached
3. Schedule 3: Initial Directors: Details of the first directors of the company
4. Appendix A: Specific Objects: Detailed list of specific activities and objectives of the company
5. Appendix B: Governance Structure: Detailed outline of governance arrangements and organizational structure
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