The Companies Act: Companies Limited by Guarantee

What has happened?

The Companies Act 2014 (the “Act”) which consolidates all old legislation into 25 parts and over 1400 sections, was enacted on 23 December 2014 and commenced 1 June 2015
The Act is structured in two volumes:

• parts 1 to 15 - model private company limited by shares; and
• parts 16 to 25 - all other companies.

A Company Limited by Guarantee (CLG)

The CLG is a company most commonly used for charities, social clubs and property management.

The CLG will have a constitution which will be in the form of a Memorandum and Articles of Association. It will continue to have an objects clause. The Memorandum and Articles of Association of a CLG registered before the commencement of the relevant provisions of the Act, shall continue in force save to the extent that they are inconsistent with the mandatory provisions of the Act.

Generally, the law relating to a private company limited by shares will apply to a CLG with certain exceptions and some additional provisions which are set out over nine chapters in Part 18 of the Act:

1. preliminary and definitions;
2. incorporation and consequential matters;
3. share capital;
4. corporate governance;
5. financial statements, annual return and audit;
6. liability of contributories in winding up;
7. examinerships;
8. investigations; and
9. public offers of securities.

Hereinafter, we set out a short synopsis of some of the principle matters for a CLG to be aware of.