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Memorandum Of Association For Company Limited By Guarantee Template for Canada

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Key Requirements PROMPT example:

Memorandum Of Association For Company Limited By Guarantee

"I need a Memorandum of Association for a Company Limited by Guarantee for a professional engineering association to be incorporated in March 2025, with specific provisions for maintaining professional standards and a guarantee amount of $100 per member."

Document background
The Memorandum of Association For Company Limited By Guarantee is a crucial incorporation document used when establishing a non-profit organization under Canadian federal law. It is typically employed when founding organizations that operate for public benefit rather than profit, such as charities, professional associations, or community organizations. The document must comply with the Canada Not-for-profit Corporations Act and includes essential information about the organization's purposes, the guarantee amount that members commit to contribute if the company is wound up, governance structure, and membership rights. This type of incorporation is particularly suitable for organizations that want to ensure their assets and income are used solely for their stated objectives and where members seek limited liability protection while maintaining a non-share capital structure.
Suggested Sections

1. Company Name and Jurisdiction: States the official name of the company and confirms incorporation under Canadian federal law

2. Registered Office: Specifies the location of the company's registered office within Canada

3. Objects and Powers: Details the non-profit purposes and activities of the company, and its powers to carry out these objectives

4. Member Liability: Establishes the nature of the guarantee and the amount each member undertakes to contribute in the event of winding up

5. Non-Profit Declaration: Explicit statement that the company operates on a non-profit basis with no distribution of profits to members

6. Membership: Defines classes of membership, eligibility criteria, and rights of members

7. Directors: Establishes the governance structure, including minimum and maximum number of directors

8. Meetings: Basic provisions for member and director meetings

9. Dissolution: Provisions for winding up and distribution of assets upon dissolution

Optional Sections

1. Additional Objects: Detailed supplementary objectives for organizations with complex or multiple purposes

2. Special Provisions: Additional provisions required for specific tax status or regulatory compliance

3. Branch Offices: Provisions for establishing and managing branch offices, if contemplated

4. Language of Operation: Required for organizations operating in Quebec or offering bilingual services

5. Specific Powers: Detailed enumeration of specific powers needed for unique organizational activities

Suggested Schedules

1. Schedule A - Initial Directors: List of first directors with their addresses and occupations

2. Schedule B - Initial Members: List of founding members with their contact information

3. Schedule C - Form of Guarantee: Detailed terms of the member guarantee commitment

4. Schedule D - Special Provisions: Any special provisions required by regulators or tax authorities

5. Appendix 1 - Interpretation Rules: Detailed rules for interpreting the memorandum's provisions

Authors

Alex Denne

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

Relevant legal definitions






























Clauses





















Relevant Industries

Non-Profit Organizations

Charities

Educational Institutions

Professional Associations

Religious Organizations

Cultural Organizations

Sports Associations

Community Service Organizations

Research Institutions

Environmental Organizations

Social Enterprises

Industry Associations

Healthcare Organizations

Relevant Teams

Legal

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Risk Management

Finance

Operations

Administration

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Company Secretary

Non-Profit Executive Director

Governance Manager

Risk Manager

Corporate Affairs Director

Legal Administrator

Board Chairman

Chief Financial Officer

Operations Director

Industries








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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