Companies Act 2014 section 1180

Power to dispense with "company limited by guarantee" or Irish equivalent in name of charitable and other companies

Section 1180 sets out the conditions under which a company limited by guarantee (CLG) may omit the words "company limited by guarantee" (or the Irish equivalent) from its name, and the consequences of failing to comply with those conditions.

  • A CLG whose objects promote commerce, art, science, education, religion, charity or other prescribed purposes may omit "company limited by guarantee" from its name, provided its constitution requires profits to be applied to those objects, prohibits distributions to members, and requires assets on winding up to be transferred to a similarly qualifying company
  • The exemption is obtained by a director or secretary delivering a prescribed-form statement to the Registrar confirming compliance; the Registrar will refuse registration or a name change omitting the words unless this statement has been filed
  • If the Registrar finds that an exempt CLG has carried on non-qualifying business, applied profits other than to its objects, or made distributions to members, the Registrar may direct it to restore "company limited by guarantee" to its name, and the company cannot subsequently drop those words without the Registrar's approval
  • Contravening the prohibition on altering the constitution so as to lose compliance, or failing to follow the Registrar's direction to change the company name, is a category 3 offence

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