Companies Act 2014 section 976

Restriction of section 32(1) in relation to a DAC limited by guarantee

Section 976 restricts the ability of a DAC limited by guarantee to amend its constitution by special resolution, permitting such amendment only in relation to the members' guarantee contribution amount.

• A DAC limited by guarantee cannot use the general power under section 32(1) to amend its constitution by special resolution.
• The only exception is where the amendment relates to the guarantee amount each member has committed to contribute on a winding up.
• This guarantee amount is the figure stated in the company's memorandum of association, as required by section 967(2)(f).
• All other amendments to the constitution of a DAC limited by guarantee fall outside the scope of section 32(1).