Companies Act 2014
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The form of a CLG's constitution | ||
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1176. (1) Subject to subsection (3), the constitution of a CLG shall be in the form of a memorandum of association and articles of association which together are referred to in this Part as a “constitution”. | ||
(2) The memorandum of association of a CLG shall state— | ||
(a) its name, | ||
(b) that it is a company limited by guarantee registered under this Part, | ||
(c) its objects, | ||
(d) that the liability of its members is limited, and | ||
(e) that each member undertakes that, if the company is wound up while he or she is a member, or within one year after the date on which he or she ceases to be a member, he or she will contribute to the assets of the company such amount as may be required for— | ||
(i) payment of the debts and liabilities of the company contracted before he or she ceases to be a member, | ||
(ii) payment of the costs, charges and expenses of winding up, and | ||
(iii) adjustment of the rights of contributories among themselves, not exceeding an amount specified in the memorandum. | ||
(3) The constitution of a CLG shall— | ||
(a) be in accordance with the form set out in Schedule 10 or as near thereto as circumstances permit, | ||
(b) be printed in an entire format, that is to say the memorandum and articles shall be contained in the one document, being a document either in legible form or (as long as it is capable of being reproduced in legible form) in non-legible form, and | ||
(c) either— | ||
(i) be signed by each subscriber in the presence of at least one witness who shall attest the signature, or | ||
(ii) be authenticated in the manner referred to in section 888 . | ||
(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting a matter referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment. |