ARMA as a company limited by guarantee
ARMA was, until 2006, an unincorporated association. This status placed significant personal liabilities on members of the Executive, and, in the context of our increased number of residential events, made it extremely difficult to set up credit agreements with conference venues, leading to potential cashflow difficulties.
Having taken advice from our accountants and our solicitors, the Executive Committee recommended to members that the Association become a company limited by guarantee, a status which goes a long way to resolving the problems faced by the unincorporated association. A guarantee company provides ARMA with corporate status and offers:
- protection for the Executive Committee and other members, who are involved in the running of the Association and its activities on a voluntary basis;
- a clear legal, separate identity for ARMA;
- retention of a democratic structure, with day to day business run by the Executive Committee; and
- transparency through the submission of annual accounts and reports to Companies House.
This type of company is commonly used by charitable companies. It does not issue shares but members will have all the voting and other rights as if they were shareholders. Instead of paying £1 as a nominal amount for a share, a member may be required to contribute up to £1 if the company is wound up. This is the "guarantee" element.
A motion was approved by the Association in a Special General Meeting on 25th May 2006 to dissolve the (unincorporated) Association and transfer its assets to the new Company. The Company was incorporated on 31st May 2006, and its registration number is 05833769.
The Memorandum and Articles of the new Company reflect the original constitution of the Association as closely as possible.
All prospective members of ARMA are asked you to join the company, by agreeing to the statement below:
Application to join ARMA's guarantee company
I apply to become a member of The Association of Research Managers and Administrators subject to the Memorandum and Articles of Association. In the event of the Association being wound up I agree to contribute up to £1 to the assets of the Association.
If you have any question about the company's legal status, please contact the Chief Executive.