ComplianceSME

Ireland · The DAC, the guarantee company, unlimited companies and re-registration

The company limited by guarantee: formation, the objects clause, membership and financial statements

the Companies Act 2014 · sections 1176 to 1181, 1183 to 1185, 1191, 1194 to 1197, 1199, 1201, 1203, 1216 and 1220

Where the problem is

A CLG has a registered number of members, and exceeding it is a filing event. Where a CLG has increased the number of its members beyond the registered number, it must deliver particulars of the increase to the Registrar within 15 days after the date on which the increase was resolved on or took place (section 1199(4)). Membership organisations that recruit continuously often pass the registered number without noticing.

Altering the objects follows the same pattern as the other types with an objects clause, and the periods are the same. Notice of the meeting at which the special resolution is to be proposed must be given to any debenture holders with the entitlement section 1185(3) describes, the written resolution route requires notice of not less than 10 days (section 1185(4)), and an application under section 1184 must be made within 21 days after the date on which the resolution was passed (section 1184(5)).

What the Companies Act 2014 requires

The constitution of a CLG is in the form of a memorandum of association and articles of association, subject to section 1176(3) (section 1176(1)). Sections 1177 to 1181 govern formation, the name and the guarantee undertaking, which is the undertaking each member gives to contribute to the assets of the company on a winding up. Sections 1183 to 1185 and 1191 govern prohibited provisions, capacity, the alteration of the objects and offers of securities.

Sections 1194 to 1197, 1199, 1201, 1203, 1216 and 1220 govern the directors, the membership, the register of members and the financial statements of a CLG. The directors must convene an extraordinary general meeting on the requisition of the members section 1203 identifies, which is the CLG version of the general requisition right.

The tool that solves it

Files 158, 159 and 160 of the IE-COMPANY package cover this situation. File 158 works through formation, the constitution and the name. File 159 works through prohibited provisions, capacity, the objects clause and offers of securities. File 160 works through the directors, membership, the register of members and the financial statements, including the 15-day filing where the registered number of members is exceeded.

This situation is covered by these files from the pack IE-COMPANY

Files for this situation

Free · this situation only

The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.

You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.

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The free system

Free · with a free account

The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account and runs inside your own Claude account. It holds 215 working files, the training file, the reference file in four volumes, the regulation analysis, the final review with the gap analysis, and the report assembly. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.

The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.

The system runs in your own Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.

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ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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