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This Constitution is a foundational document establishing the rules for governance for companies limited by guarantee. The purpose of this document is to facilitate members of a CLG in identifying and codifying the objectives of the Company and the rules by which the Company will be governed.
A company limited by guarantee (CLG) is a corporate structure adopted by not for profit organisations, such as charities, sports clubs, trade associations and other social groups. It permits the establishment a separate legal entity through which not for profit organisations can conduct their affairs and pursue their objectives, while receiving the benefit of corporate protections (limited liability). However, there are no shareholders, only members. Instead of shareholders investing with a view to make a profit, members contribute a small financial amount (a few euro) and remain liable for only that limited amount in the event the company is wound up.
CLGs are commonly used for organisations involved in the promotion of arts, charitable purposes, eduction, religion or sports. It is a convenient mechanism which allows groups of people to organise and 'conduct business' to achieve their objectives. But making a profit does not enter the equation.
The 2014 Companies Act imposes a set of mandatory provisions to be included in the CLG's constitution. This document contains all those mandatory provisions and various optional provisions. The user will have a choice about what provisions to include and/or how to define them so as to best meet the needs of their particular organisation.
How to Use this Document:
This document should be filled out by the founding members of the CLG. The founding members are the Company's first directors. In choosing between options presented, the users should consider the particular needs of their Company, the sector within which it will operate and how it may best be governed with a view to reaching its objectives.
Many of the optional provisions included in this document relate to the management of key offices within the Company, such as directors, secretary etc. How these roles are governed very much depends on the size and nature of the Company.
This document is written according to the requirements of the Companies Act 2014.
It also incorporates some requirements imposed and recommendations offered by the Revenue Commission in respect of the company's tax and financial accounting responsibilities.
In the event that the CLG is a charity, key requirements for governance imposed by the Charities Act 2009 are also included.
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Other names for the document: Constitution for CLG, Constitution for a Charity, Constitution for a Non Profit Organisation, Constitution for an NGO, Company Limited by Guarantee Constitution