Constitution for a Company Limited by Guarantee - Form Pro · IE-law
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CONSTITUTION
OF
________ COMPANY LIMITED BY GUARANTEE
Company Registration Number: ________
Date of Incorporation: ________
(A company limited by guarantee not having a share capital, incorporated pursuant to Part 18 of the Companies Act 2014)
§ 1. NAME
1.1. The name of the company is ________ Company Limited by Guarantee ("the Company").
1.2. The Company is a company limited by guarantee not having a share capital, formed and registered under Part 18 of the Companies Act 2014 ("the Act").
§ 2. CHARITABLE MAIN OBJECT
2.1. The Company is established for charitable purposes only within the meaning of section 3 of the Charities Act 2009 and for the public benefit.
2.2. The main object for which the Company is established is as follows:
________
('the Main Object').
2.3. The objects set out in any sub-clause of this clause shall not, except where the context expressly so requires, be restrictively construed but the widest interpretation shall be given thereto. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely by reference to the order in which they occur. The Company shall have full power to exercise all or any of such objects in any part of the world.
§ 3. POWERS IN FURTHERANCE OF THE MAIN OBJECT
3.1. In furtherance of the Main Object, and not otherwise, the Company shall have the following powers, which shall be exercised only in such manner as is consistent with the requirements of the Charities Act 2009 and the Act:
(a) to provide and promote education and training in the following sector: ________;
(b) to promote high standards of professionalism and good practice in that sector;
(c) to advocate at national, regional, local or international level for the interests of the following group: ________;
(d) to organise and stage events for the purposes of furthering the Main Object, which events may include: ________;
(e) to enter into contracts with Government, government agencies, local, national, regional or international bodies, companies or firms where such contracts facilitate the Main Object;
(f) to raise funds and invite and receive contributions from any person by way of subscription, donation, grant or otherwise, provided that the Company shall not undertake any substantial permanent trading activities in raising funds for the Main Object;
(g) to acquire, take on lease or hire any property, and to maintain, improve, mortgage, charge or dispose of all or any part of the property and rights of the Company;
(h) to build, alter or maintain any building, property or structure necessary or conducive to the attainment of the Main Object;
(i) to accumulate capital for any purpose in furtherance of the Main Object, provided that where it is intended to accumulate funds for a period in excess of 2 (two) years prior permission shall be obtained from the Revenue Commissioners;
(j) to make payment to any person in respect of services provided to the Company in accordance with section 89 of the Charities Act 2009;
(k) to borrow and raise money in such manner as the Company shall think fit for the purposes of the Main Object;
(l) to make rules and regulations governing the conduct of members, including codes of conduct, a code of ethics, a disciplinary procedure and a complaints procedure;
(m) to do all such other lawful things as are incidental or conducive to the attainment of the Main Object.
§ 4. APPLICATION OF INCOME AND PROPERTY
4.1. The income and property of the Company shall be applied solely towards the promotion of the Main Object.
4.2. No portion of the income or property of the Company shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Company.
4.3. No director shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Company in respect of services as a director, save as expressly permitted by clause 4.4 and section 89 of the Charities Act 2009.
4.4. Nothing herein shall prevent payment in good faith by the Company of: (a) reasonable and proper out-of-pocket expenses incurred by a director; and (b) remuneration to any member or officer of the Company (not being a director acting as such) for services actually rendered, in accordance with section 89 of the Charities Act 2009.
§ 5. LIABILITY OF MEMBERS
5.1. The liability of the members is limited.
5.2. Every member undertakes to contribute to the assets of the Company, in the event of its being wound up while he or she is a member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding ________.
§ 6. WINDING UP AND DISTRIBUTION OF ASSETS
6.1. If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company.
6.3. Final accounts shall be prepared and submitted to the Revenue Commissioners and, where appropriate, to the Charities Regulatory Authority, identifying and valuing the assets transferred, the recipient or recipients thereof and the terms of such transfer.
§ 7. ALTERATION OF THE CONSTITUTION
7.1. The provisions of this Constitution relating to its charitable nature, the application of its income and property, and the distribution of assets on winding up, shall not be altered without the prior written approval of the Charities Regulatory Authority and the Revenue Commissioners.
7.2. Subject to clause 7.1, this Constitution may be altered or added to by special resolution. Any such alteration or addition shall be as valid as if originally contained herein.
7.3. A special resolution requires the affirmative vote of not less than 75% (seventy-five per cent) of the votes cast by such members as, being entitled to do so, vote in person or by proxy at a general meeting of which not less than the requisite notice has been duly given.
ARTICLES (REGULATIONS) OF THE COMPANY
§ 8. INTERPRETATION
8.1. The optional provisions of the Act relating to companies limited by guarantee shall apply to the Company save to the extent that they are excluded, modified or supplemented by this Constitution.
8.2. In this Constitution, unless the context otherwise requires:
(a) "the Act" means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;
(b) "the Company" means ________ Company Limited by Guarantee;
(c) "the directors" means the directors for the time being of the Company or the directors present at a duly convened meeting of the Board at which a quorum is present;
(d) "the Board" means the board of directors of the Company;
(e) "secretary" means any person appointed to perform the duties of secretary of the Company;
(f) "the Office" means the registered office for the time being of the Company;
(g) "member" means a person admitted to membership in accordance with § 9 and entered in the register of members;
(h) words importing the singular include the plural and vice versa, and words importing one gender include every gender;
(i) expressions referring to writing include printing, lithography, photography and electronic means of representing or reproducing words in a visible form;
(j) unless the contrary intention appears, words and expressions used herein bear the same meaning as in the Act.
§ 9. MEMBERSHIP
1. Eligibility
9.1.1. In order to be eligible for membership a person must:
(a) be at least ________ years of age;
(b) reside in or have a connection with the following geographical area: ________;
(c) have obtained or be in the process of obtaining the following educational requirements: ________.
2. Categories of membership
9.2.1. The Company shall have the following categories of membership:
(a) ________;
(b) ________.
3. Application process
9.3.1. Every application for membership shall be made in writing on the application form prescribed by the Company and delivered to the Office at: ________.
9.3.2. An application shall contain: full name; address; date of birth; a consent to be bound by this Constitution and the rules of the Company; an undertaking to uphold and further the Main Object; consent to the processing of personal data in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018; a statement of the applicant's level of education; and the following additional information: ________.
9.3.3. Applications shall be considered and determined by the Board.
9.3.4. An applicant who satisfies the eligibility criteria shall be approved for membership by the Board.
9.3.5. A person becomes a member upon payment of the annual subscription fee and entry in the register of members.
9.3.6. The annual subscription fee shall be determined by the Board having regard to the category of membership.
9.3.7. The Company shall maintain at the Office an accurate and up-to-date register of members in accordance with the Act, and a member shall enjoy no rights or privileges of membership until entered therein.
4. Conditions of membership
9.4.1. Members are bound by this Constitution and shall observe the rules of the Company as made from time to time in general or board meetings, including the Complaints and Disciplinary Procedure and the Code of Ethics.
5. Maximum number of members
9.5.1. The number of members with which the Company proposes to be registered is ________, but the Board may from time to time register an increase in members.
9.5.2. Where the number of members is increased beyond the registered number, notice of the increase shall be given to the Registrar of Companies within 15 (fifteen) days in accordance with the Act.
6. Cessation of membership
9.6.1. Membership is not transferable save in the following circumstances: ________.
9.6.2. Membership shall cease automatically on the death of a member or on a member being adjudicated bankrupt.
9.6.3. A member may resign by notice in writing delivered to the Office.
9.6.4. The directors may, by a resolution passed by a two-thirds majority, require a member to resign by serving notice of termination, where: (a) the member has failed to pay the annual subscription within 60 (sixty) days after it falls due; or (b) the member refuses to observe the rules of the Company. The member shall be afforded a fair opportunity to be heard before any such resolution is passed.
7. Rights of members
9.7.1. Every member shall be entitled to one equal vote at general meetings.
9.7.2. Every member shall be entitled to stand for any office of the Company, subject to satisfying the relevant eligibility requirements.
§ 10. GENERAL MEETINGS
1. General
10.1.1. General meetings may be held within or outside the State and may be held at two or more venues simultaneously by use of any technology that provides members as a whole with a reasonable opportunity to participate, in accordance with section 176 of the Act.
10.1.2. All general meetings other than annual general meetings are referred to as Extraordinary General Meetings (EGM).
2. Annual General Meeting
10.2.1. The Company shall in each year hold a general meeting as its Annual General Meeting (AGM) in accordance with section 175 of the Act.
10.2.2. Not more than ________ months shall elapse between the date of one AGM and the next.
3. Extraordinary General Meetings
10.3.1. The Board may convene an EGM, and shall convene one on a requisition made in accordance with section 178 of the Act by members holding not less than 25% (twenty-five per cent) of the voting rights.
4. Notice of general meetings
10.4.1. Notice of every general meeting shall be given to: every member; the statutory auditors (unless the Company has availed of the audit exemption under section 360 or 365 of the Act); the secretary; and the directors.
10.4.2. Notice may be given by electronic means in accordance with section 218 of the Act, by registered post to the registered address of the member, by leaving it at that address, or by hand delivery.
10.4.3. Notice shall be deemed served: if sent by registered post, at the time of delivery; if left at an address, at the time it is left; if served otherwise than electronically, 24 hours after dispatch (or, if posted on a Friday, 72 hours, and if posted on a Saturday or Sunday, 48 hours after dispatch); and if served electronically, 12 (twelve) hours after sending, without prejudice to section 181(3) of the Act.
10.4.4. In accordance with sections 181 and 191 of the Act, the period of notice shall be: not less than 21 (twenty-one) days for an AGM; not less than 21 (twenty-one) days for an EGM at which a special resolution is to be proposed; and not less than 7 (seven) days in the case of any other EGM.
10.4.5. A meeting shall, notwithstanding that it is called by shorter notice, be deemed duly called if so agreed by all the members entitled to attend and vote, the statutory auditors (where applicable), the secretary and the directors.
10.4.6. The notice shall specify: the time, date and place of the meeting (or, if held by electronic means, the relevant access details); the general nature of the business; the text or substance of any proposed special resolution; and a statement that a member entitled to attend and vote may appoint a proxy, who need not be a member, using the form set out in section 184 of the Act.
10.4.7. In computing the period of notice, neither the day of service nor the day of the meeting shall be counted.
10.4.8. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.
5. Quorum
10.5.1. The quorum for a general meeting is 30% (thirty per cent) of the members for the time being registered, present in person or by proxy.
10.5.2. No business shall be transacted at any general meeting unless a quorum is present at the time the meeting proceeds to business.
10.5.3. If a quorum is not present within 45 (forty-five) minutes of the appointed time, the meeting shall stand adjourned to such time, date and place as the Board may determine.
10.5.4. If at the adjourned meeting a quorum is not present within 45 (forty-five) minutes of the appointed time, the members then present shall be a quorum.
§ 11. PROXIES
11.1. A member entitled to attend and vote may appoint a proxy to attend, speak and vote on his or her behalf.
11.2. A proxy enjoys the same rights as the appointing member to speak and to vote on a show of hands and on a poll.
11.3. The instrument appointing a proxy shall be in writing, executed under the hand of the appointor or, in the case of an electronic communication, authenticated in such manner as the directors may approve, and delivered to the Company.
11.4. The proxy instrument may be delivered: by registered post to the Office so as to be received not less than 48 hours before the meeting; by electronic means not less than 48 hours before the meeting; or by hand delivery to the Office.
11.5. In accordance with section 184 of the Act, the proxy instrument shall state: the name and, if applicable, membership number of the member; the name of the proxy; the date(s) of the meeting(s) for which the appointment is made; the manner in which the proxy is to vote on each resolution; the signature of the member; and the date of execution.
11.6. The proxy instrument shall include a statement substantially in the following form:
"I (name of member) appoint (name of proxy) as my proxy to attend, speak and vote on my behalf at the general meeting of the Company to be held on (date) and at any adjournment thereof. The proxy shall vote as follows: Resolution 1: For / Against / Abstain; Resolution 2: For / Against / Abstain."
§ 12. CONDUCT OF MEETINGS, VOTING AND RESOLUTIONS
1. Conduct of general meetings
12.1.1. The chairperson of the Board shall preside at every general meeting.
12.1.2. If there is no chairperson, or if the chairperson is not present within 15 (fifteen) minutes of the appointed time or is unwilling to act, the directors present shall elect one of their number to be chairperson.
12.1.3. If no director is willing to act, or no director is present within 15 (fifteen) minutes, the members present and entitled to vote shall choose one of their number to be chairperson.
12.1.4. The chairperson may, with the consent of any meeting at which a quorum is present, and shall if so directed, adjourn the meeting from time to time and from place to place.
12.1.5. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
12.1.6. Where a meeting is adjourned for 14 (fourteen) days or more, not less than 7 (seven) clear days' notice of the adjourned meeting shall be given.
12.1.7. Save as aforesaid, it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
12.1.8. The chairperson shall be responsible for the orderly conduct of the meeting in accordance with the agenda and this Constitution, and his or her ruling on any question of procedure or order shall be final and binding.
12.1.9. The chairperson may invite persons who are not members to attend and speak where he or she considers it appropriate, but such persons shall not be entitled to vote.
2. Voting
12.2.1. Every resolution shall be decided on a show of hands unless a poll is demanded in accordance with section 189 of the Act.
12.2.2. The chairperson shall declare the result of the vote and the declaration, and an entry to that effect in the minutes, shall be conclusive evidence of the result.
12.2.3. Every member and proxy shall have one vote, and all votes shall be equal.
12.2.4. Any objection to the validity of a vote must be raised at the meeting at which the vote is tendered, and the chairperson's decision thereon shall be final and conclusive.
3. Minutes
12.3.1. Minutes of each general meeting shall be recorded.
12.3.2. The minutes shall record the business transacted, the terms of resolutions considered and the results of any votes.
12.3.3. The minutes shall be reviewed by the Board and, when accepted as accurate, signed by the chairperson.
12.3.4. The minutes of every general meeting shall be retained as evidence of the proceedings in accordance with section 199 of the Act.
§ 13. RESOLUTIONS
13.1. These Articles may be amended only by special resolution requiring the affirmative vote of not less than 75% (seventy-five per cent) of the members entitled to vote, subject to § 7.
§ 14. DIRECTORS
1. Number and register
14.1.1. The Company shall have not fewer than ________ directors and, in any event, not fewer than two directors as required by section 1198 of the Act.
14.1.2. The Company shall have not more than ________ directors.
14.1.3. The Company shall keep a register of its directors and secretaries containing the particulars required by section 149 of the Act.
2. Eligibility
14.2.1. Every director shall be at least 18 years of age and shall satisfy the qualifications for office under the Act.
14.2.2. A person need not be a member to be appointed a director, but on appointment shall become a member.
3. Appointment
14.3.1. No director shall be appointed without his or her prior written consent in accordance with section 144(4) of the Act.
14.3.2. The first directors are the persons named as such in the statement delivered under section 21 of the Act.
14.3.3. Subsequent directors shall be appointed by the members in general meeting. The Board may fill a casual vacancy by co-option until the next AGM, at which the co-opted director may stand for election.
14.3.4. A director may, with the approval of a majority of the directors, appoint an alternate director in accordance with section 165 of the Act.
4. Removal
14.4.1. The Company may by ordinary resolution remove a director before the expiration of his or her term, and may by ordinary resolution appoint another person in his or her place, in accordance with section 146 of the Act.
14.4.2. Extended notice of any such resolution shall be given to the Company, and the director concerned shall be entitled to be heard at the meeting.
14.4.3. The Company shall give its members not less than 21 (twenty-one) days' notice of any such resolution, by advertisement in a daily newspaper circulating in the district of the Office, by email, or by registered post to members entitled to vote.
14.4.4. The power of removal is without prejudice to any claim the director may have for damages for breach of any contract of service.
5. Vacation of office
14.5.1. The office of a director shall be vacated where the director resigns by notice in writing to the Office, having given not less than ________ days' notice.
14.5.2. The office shall be vacated where the director becomes of unsound mind or otherwise incapable of acting.
14.5.3. The office shall be vacated where the director is adjudicated bankrupt and has not obtained a certificate of discharge.
14.5.4. The office shall be vacated where the director is convicted of an indictable offence and sentenced to a term of imprisonment.
14.5.5. The office shall be vacated where the director becomes subject to a disqualification or restriction order within the meaning of Chapter 4 of Part 14 of the Act.
14.5.6. The office shall be vacated where the director is absent from meetings of the directors for a continuous period of more than 6 (six) months without the consent of the other directors.
6. Rotation and re-election
14.6.1. Directors shall be elected at the AGM.
14.6.2. A director may be re-elected, serving for a maximum of ________ consecutive years.
14.6.3. At each AGM, one-third of the directors for the time being, or, if their number is not three or a multiple of three, the number nearest to one-third, shall retire from office.
14.6.4. The directors to retire shall be those longest in office since their last election; as between those appointed on the same day, retirement shall be determined by lot unless they otherwise agree.
14.6.5. A retiring director shall be eligible for re-election.
14.6.6. A retiring director offering himself or herself for re-election shall be deemed re-elected unless at the meeting it is expressly resolved not to fill the vacated office or a resolution for his or her re-election is put and lost.
§ 15. POWERS AND DUTIES OF DIRECTORS
1. Powers
15.1.1. The business of the Company shall be managed by the directors, who may exercise all such powers of the Company as are not by the Act or this Constitution required to be exercised by the Company in general meeting.
15.1.2. The directors shall pay all expenses incurred in registering and promoting the Company and in conducting its business.
15.1.3. The directors may exercise all the borrowing powers of the Company and may mortgage or charge its property in furtherance of the Main Object.
15.1.4. The directors may delegate any of their powers to such person, persons or committee as they think fit, provided that any such delegate shall conform to any regulations imposed by the directors.
2. Limitations
15.2.1. The powers of the directors are subject to this Constitution, the Act, and any directions given by special resolution of the members which are consistent with this Constitution and the law.
15.2.2. No such direction given under section 158(1) of the Act shall invalidate any prior act of the directors which would have been valid had the direction not been given.
3. Directors' duties
15.3.1. Each director shall comply with the fiduciary duties set out in section 228 of the Act, including the duty to act in good faith in what the director considers to be the interests of the Company.
15.3.2. Each director shall act honestly and responsibly in relation to the conduct of the affairs of the Company.
15.3.3. Each director shall act in accordance with this Constitution and the law and exercise his or her powers only for purposes allowed by law.
15.3.4. No director shall use the property of the Company, or any information or opportunity acquired by virtue of his or her office, for his or her own benefit or that of any third party, save with the prior approval of the members by resolution in general meeting.
4. Remuneration of directors
15.4.1. No director shall be remunerated for the performance of directorial duties or for service on any committee of directors.
15.4.2. A director may be remunerated for other (professional) services rendered to the Company outside his or her directorial duties, provided the conditions of section 89 of the Charities Act 2009 are satisfied.
15.4.3. A director may be reimbursed reasonable and proper out-of-pocket expenses incurred in the performance of his or her duties, and shall take all reasonable steps to keep such costs to a minimum.
5. Proceedings of directors
15.5.1. The directors may meet for the dispatch of business, and may adjourn and otherwise regulate their meetings as they think fit.
15.5.2. Questions arising at any meeting shall be decided by a majority of votes; in the case of an equality of votes the chairperson shall have a second or casting vote.
15.5.3. A director may, and the secretary on the requisition of a director shall, summon a meeting of the directors on reasonable notice to all directors.
15.5.4. The quorum for a meeting of directors is ________.
15.5.5. The directors shall elect a chairperson of their meetings, who shall hold office for a maximum period of 24 (twenty-four) months.
15.5.6. The directors may establish committees consisting of such members, directors and other persons as they think fit, including committees for: the investigation of disciplinary matters; the investigation of disputes between members; and the admission of new members.
15.5.7. Meetings of the directors or of committees may be held in person or, where technology permits, by electronic means, and a participant so participating shall be deemed present, counted in the quorum and entitled to vote.
15.5.8. A director who is in any way interested in a contract or proposed contract with the Company shall declare the nature of his or her interest in accordance with section 231 of the Act.
6. Minutes of directors' proceedings
15.6.1. Minutes of all meetings of directors and committees shall record: the names of those present; appointments of officers; all resolutions; and the business transacted.
15.6.2. Minutes shall be entered in the books of the Company as soon as the meeting concludes.
§ 16. COMPANY SECRETARY
16.1. The Company shall have a secretary, who may be one of the directors.
16.2. The secretary shall be appointed by the directors for a term of 24 (twenty-four) months and on such terms as to remuneration as the directors determine.
16.3. The directors shall ensure that the secretary has the requisite skills and resources to discharge his or her statutory and other duties in accordance with section 129 of the Act.
16.4. The directors may remove the secretary where they determine that the secretary is no longer fit for office, on the following grounds: ________.
16.5. The Company shall keep a register of its directors and secretaries containing the particulars required by section 149 of the Act.
§ 17. ACCOUNTS AND FINANCIAL STATEMENTS
1. Accounting records
17.1.1. The Company shall keep adequate accounting records in accordance with section 281 and 282 of the Act, being records that are sufficient to correctly record and explain its transactions, to enable its financial position to be determined with reasonable accuracy, and to enable its statutory financial statements to be prepared and audited.
17.1.2. The accounting records shall record all sums received and expended, the assets and liabilities of the Company, all goods purchased and sold, statements of stock, and all services provided and purchased, in accordance with the Act.
17.1.3. The accounting records shall be kept on a continuous and consistent basis with entries made at regular intervals, and in any event not less frequently than monthly.
17.1.4. The Company shall keep its accounting records at the Office at: ________.
2. Financial statements
17.2.1. The directors shall cause statutory financial statements to be prepared in accordance with sections 290 to 293 of the Act and a directors' report in accordance with section 325 of the Act.
17.2.2. For the purposes of section 338(5) of the Act, the members agree that the statutory financial statements may be treated as having been sent where members can access them through a website, and notice may be given in accordance with section 218 of the Act.
17.2.3. The accounting records shall be available in an official language of the State for inspection at all reasonable times by the officers and other persons entitled under the Act.
3. Audit
17.3.1. The Company shall appoint statutory auditors whose duties shall be governed by Part 6 of the Act, unless the Company is entitled to and chooses to avail itself of the audit exemption under section 360 or 365 of the Act, subject to compliance with the requirements applicable to charitable companies.
§ 18. THE SEAL AND AUTHENTICATION OF DOCUMENTS
18.1. The Company may have a common seal which shall be used only by the authority of the directors, and every instrument to which the seal is affixed shall be signed by a director and countersigned by the secretary or a second director, or by such other person as the directors may appoint, in accordance with section 43 of the Act.
§ 19. NOTICES
19.1. Any notice required to be given by the Company to a member may be given in accordance with section 218 of the Act and the provisions of § 10.4 above.
§ 20. INDEMNITY
20.2. Any provision purporting to exempt or indemnify an officer against any liability which by law would otherwise attach to him or her in respect of negligence, default, breach of duty or breach of trust shall be void to the extent prohibited by section 235 of the Act.
SUBSCRIBERS TO THIS CONSTITUTION
We, the several persons whose names, addresses and descriptions are subscribed below, wish to be formed into a company in pursuance of this Constitution, and we agree to be members of the Company.
Names, addresses and descriptions of subscribers:
________
________
Dated: ________
Witness to the above signature(s):
Name: ________
Address: ________
Occupation: ________
Signature: ________
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