Companies Limited by Guarantee – opportunity for more structure

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The Companies Act 2014 allows CLGs an opportunity to reconsider their constituent documents.  In so many cases the 1963 Act memorandum and articles were silent on the replacement of deceased guarantors, and nobody was quite clear who the members of the entity were. 

The new Act provides an opportunity to recast the constitution documents to set out exactly who the guarantors are, and there need be only two under the new Act.  You can also use the opportunity to set out how to appoint and remove directors and who the members are. 

Clubs might consider having a category of “ordinary member” and then a limited number of “company law members” who are appointed at the AGM from the “ordinary members”.  This keeps a limit on the number of persons who have to be given formal notice of the AGM and provided with financial statements.  The “ordinary members” can simply be informed of meetings by circular or by an advertisement in the local paper, which could mean a substantial cost saving for some entities.

Contact Brian Dignam Director OSK for further details on Companies Act 2014 or in relation to audit and accounting services or call 01 439 4200

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