Companies Act 2014 section 1185

Supplemental provisions in relation to section 1184

Section 1185 sets out the supplemental rules that apply when a company limited by guarantee (CLG) alters its objects clause by special resolution, including notice requirements, court restrictions, and filing obligations with the Registrar.

• Where a court order restricts changes to a CLG's constitution, the company cannot make alterations in breach of that order without the court's permission
• Debenture holders entitled to object to changes in the CLG's objects must receive at least 10 days' notice of any meeting or written resolution proposing such changes
• CLGs permitted to omit "company limited by guarantee" from their name must also give notice to the Registrar of any proposed alteration to their objects
• After passing a resolution altering its objects, the CLG must file the amended memorandum and any related court orders with the Registrar within specified timeframes, or face a category 4 offence

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