A company limited by guarantee has members instead of shareholders. This article gives a general overview of what "rights" members hold, and where to find or set this up in Inform Direct.
1. Members of a guarantee company do not hold shares, and typically do not receive dividends — instead, they usually agree to contribute a nominal guaranteed amount (often £1) if the company is wound up while they are a member.
2. Voting and membership rights are set out in the company's Articles of Association, not a shareholder agreement — check the specific articles adopted at incorporation, as guarantee companies often use bespoke or modified model articles.
3. In Inform Direct, guarantee companies are recorded with Members in place of shareholders, with their guaranteed amount recorded instead of a shareholding.
Generic Membership Class Rights
- Voting Rights:
Members of this class shall have the right to attend and vote at all general meetings of the company. Each member is entitled to one vote per membership. - Right to Receive Notices:
Members of this class shall be entitled to receive notice of, and to attend, speak, and vote at, all general meetings and to receive copies of the annual accounts and reports of the company. - Participation in Surpluses/Dividends:
Members of this class shall be entitled to participate equally in any surplus assets of the company on a winding up and/or to any dividends or distributions declared by the company (if applicable). - Right to Elect and Be Elected:
Members of this class are eligible to stand for election as a director or to nominate other eligible members, subject to the company's articles. - Transferability:
Membership of this class is [transferable / non-transferable] as defined in the company’s articles of association or membership rules. - Additional Rights/Limitations:
The rights of this class are subject to any additional provisions set out in the company’s articles of association or as decided by special resolution.
Example summary for most companies or associations:
"Members of this class are entitled to receive notice of, attend, and vote at all general meetings of the company, receive the company’s annual accounts, and share equally in any surplus on winding up. All other rights are as set out in the articles of association."
Note: Always review your own articles of association or constitution to ensure these rights are consistent with the company’s specific rules or any legal/regulatory requirements.
Note: this is general guidance — the specific rights attached to membership depend on the company's own articles, so seek professional advice for your specific circumstances.