Companies Act 2014 section 1297

Particular requirements for re-registration of company as a CLG

Section 1297 sets out the particular requirements that must be met when a company wishes to re-register as a company limited by guarantee (CLG), including the need for unanimous member assent, delivery of prescribed forms to the Registrar, and conditions relating to allotted share capital.

• All members must assent to the re-registration, and the prescribed assent form signed by or on behalf of every member must be delivered to the Registrar
• A director or secretary must confirm that signatories represent the entire membership and that anyone signing on behalf of a member was lawfully authorised to do so
• If any amount has been paid up on the allotted share capital, or its nominal value exceeds the aggregate guarantee liability of members on a winding up, court approval and directions on how to treat the share capital are required
• For unlimited companies, the special resolution must include a statement that members' liability in the resultant CLG will be limited as set out in the constitutional alterations made by that resolution