Companies Act 2014 section 1209

Application of section 198 in relation to a CLG

Section 1209 modifies the rules on registering and supplying copies of certain resolutions and agreements when applied to a company limited by guarantee (CLG).

• Section 198, which governs the registration of certain resolutions and agreements and requires companies to supply copies of them, is applied to CLGs with specific modifications.
• A replacement paragraph is introduced for paragraph (c) of subsection (4), tailored to the membership class structure of a CLG rather than a share-based structure.
• Under the replacement paragraph, resolutions or agreements agreed to by all members of a particular class of membership are treated as effective even without a special majority, and resolutions that effectively bind all members of a class are valid even if not every member agreed.
• Paragraphs (d), (e), and (g) through (k) of subsection (4) are removed entirely, as they relate to share capital provisions that are not relevant to a CLG.