Companies Act 2014 section 1194

Directors

Section 1194 establishes the minimum number of directors required for a company limited by guarantee (CLG) and clarifies that sole-director provisions do not apply to such companies.

• A CLG must have at least 2 directors at all times.
• The sole-director rules found in Parts 1 to 14 of the Companies Act 2014 do not apply to a CLG.
• This minimum requirement of 2 directors was retained for all company types other than the new model private company (LTD), following a recommendation by the Company Law Review Group (CLRG).
• Even if unforeseen circumstances reduce a CLG's board to a single director, the company cannot rely on the sole-director provisions available to other company types.