Companies Act 2014 section 1174

Way of forming a CLG

Section 1174 sets out the ways in which a company limited by guarantee (CLG) may be formed, including by fresh registration, re-registration, merger or division.

• A CLG may be formed for any lawful purpose by any person or persons who subscribe to a constitution and comply with the relevant registration requirements.
• A significant change introduced by this section is that a CLG may now be formed with just one member, rather than the previous requirement of seven.
• A company that is not already a CLG can become one through re-registration, a merger of two or more companies, or the division of an existing company.
• The certificate of incorporation issued to a CLG must clearly state that the company is a company limited by guarantee.

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