Companies Act 2014 section 1186

Restriction of section 32(1) in relation to CLGs

Section 1186 restricts the ability of a Company Limited by Guarantee (CLG) to amend its constitution by special resolution, permitting such amendment only in relation to the members' guarantee amount.

• The general power to amend a company's constitution by special resolution (under section 32(1)) does not apply to CLGs.
• The only amendment a CLG may make by special resolution is a change to the guarantee amount specified in its memorandum.
• The guarantee amount is the sum each member undertakes to contribute if the CLG is wound up.
• Any other changes to a CLG's constitution cannot be made using the section 32(1) special resolution procedure.