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Ireland · The DAC, the guarantee company, unlimited companies and re-registration

The company limited by guarantee: formation, the objects clause, membership and financial statements

the Companies Act 2014 · sections 1176 to 1181, 1183 to 1185, 1191, 1194 to 1197, 1199, 1201, 1203, 1216 and 1220

A company limited by guarantee must report any increase in members beyond its registered number within 15 days

A CLG has a registered number of members, and exceeding it is a filing event. Where a CLG has increased the number of its members beyond the registered number, it must deliver particulars of the increase to the Registrar within 15 days after the date on which the increase was resolved on or took place (section 1199(4)). Membership organisations that recruit continuously often pass the registered number without noticing.

Altering the objects follows the same pattern as the other types with an objects clause, and the periods are the same. Notice of the meeting at which the special resolution is to be proposed must be given to any debenture holders with the entitlement section 1185(3) describes, the written resolution route requires notice of not less than 10 days (section 1185(4)), and an application under section 1184 must be made within 21 days after the date on which the resolution was passed (section 1184(5)).

Sections 1176 to 1220 of the Companies Act set out how a company limited by guarantee is formed and run

The constitution of a CLG is in the form of a memorandum of association and articles of association, subject to section 1176(3) (section 1176(1)). Sections 1177 to 1181 govern formation, the name and the guarantee undertaking, which is the undertaking each member gives to contribute to the assets of the company on a winding up. Sections 1183 to 1185 and 1191 govern prohibited provisions, capacity, the alteration of the objects and offers of securities.

Sections 1194 to 1197, 1199, 1201, 1203, 1216 and 1220 govern the directors, the membership, the register of members and the financial statements of a CLG. The directors must convene an extraordinary general meeting on the requisition of the members section 1203 identifies, which is the CLG version of the general requisition right.

The system generates your ComplianceSME company passport and then walks you through the working files

Working files 158, 159 and 160 of the IE-COMPANY agent toolkit cover this situation. Working file 158 works through formation, the constitution and the name. Working file 159 works through prohibited provisions, capacity, the objects clause and offers of securities. Working file 160 works through the directors, membership, the register of members and the financial statements, including the 15-day filing where the registered number of members is exceeded.

Free, with a free account

The working files above open from your ComplianceSME account at no charge, and so does the rest of the Companies Act 2014 toolkit: 215 working files across the 75 situations a company registered in Ireland can be in. Working file 1 runs first and builds the company passport; after that you open each working file as its situation arises.

A working file runs in Claude. You ask the ComplianceSME connector for it in a dedicated premium seat on the Claude Team plan. It asks one question at a time, then returns the document the Companies Act 2014 names, citing the Act's section at every step. Nothing is downloaded and nothing is installed.

The report stays yours, ready for a bank, an insurer, a customer or an inspector. Your dashboard shows every working file and its state.

Open this working file

ComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

Other company types continue with the DAC, the guarantee company, unlimited companies and re-registration

The Irish library holds all 75 situations →