Companies Act 2014 section 1176

The form of a CLG's constitution

Section 1176 sets out the required form and content of the constitution of a company limited by guarantee (CLG), including what must appear in the memorandum of association and how the document must be executed.

• A CLG's constitution consists of a memorandum of association and articles of association combined in a single printed document
• The memorandum must state the company's name, objects, guarantee status, members' limited liability, and each member's undertaking to contribute a specified maximum amount if the company is wound up
• The constitution must follow the model form in Schedule 10 and be signed by each subscriber before a witness or authenticated under section 888
• Any subsequent amendment to the memorandum affecting the required particulars must be reflected in the memorandum as it then stands