Companies Act 2014 section 1177

Supplemental provisions in relation to constitution and continuance in force of existing memorandum and articles

Section 1177 sets out the rules governing the articles of association of a company limited by guarantee (CLG), including how optional and mandatory provisions of the Act interact with those articles, and how the memorandum and articles of pre-existing guarantee companies continue in force.

• A CLG's articles may contain its own regulations, or may simply adopt the provisions of the Companies Act 2014, provided they state the proposed number of members
• Where the articles do not exclude or modify an optional provision of the Act, that optional provision automatically applies to the CLG
• For CLGs registered before the commencement of this section, existing memorandums and articles continue in force but must yield to any mandatory provision of the Act
• Any references in pre-existing memorandums or articles to provisions of the prior Companies Acts are to be read as references to the corresponding provisions of the 2014 Act

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