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Objects and powers. A company limited by guarantee is just a limited company, but with the obvious difference to the usual company entity of there being no share capital. 7 Who can be a member of a guarantee company. Model articles of association. ... Directors and Company Secretary Division 1—Directors’ Powers and Responsibilities . Cessation, transfer or expulsion of membership. It is possible that your members are the same as your directors. A CLBG shall be authorized to give a fixed salary and allowance to the directors which must be set out in the constitution. A private company limited by shares is much the same as a company limited by guarantee. 4 How to form a company limited by guarantee. By-laws and rules. Index to the articles ... for their services to the company as directors, and (b) for any other service which they undertake for the company. 2. Companies limited by guarantee are registered at Companies House and are run by directors, in much the same way as a limited company. Requirement as to constitution 13. In the event of insolvency, the same processes as a normal business are used – i.e. The Directors also enjoy limited liability, provided that they have not acted negligently, or fraudulently, and have not allowed the guarantee company to continue trading when it was insolvent (this is known as "wrongful trading"). When a director is replaced their COMPANIES LIMITED BY GUARANTEE This Model Articles of Association is the Model Articles prescribed in Schedule 3 of the Companies (Model Articles) Notice (Cap. Unlike any other company at the point of incorporation and subject to section 45(1) CA 2016, a company limited by guarantee shall be The company’s members are guarantors rather than shareholders. Fixed salary and allowance of directors 12. A Company Limited by Guarantee without a Share capital (CLG) is usually used in circumstances that require a separate legal entity and corporate protection in organisations such as charities, trade associations, societies, sports clubs and social clubs.This company type is appropriate for non-profit companies or NGO’s (non-governmental organisations). limited or PLC companies; they would be shareholders). Not for profit and not for distribution clauses. This form of company entity is often used by charities, but not all companies limited by guarantee are charitable in nature. Memorandum of association. Both types of company will be registered at Companies House, and will have to register their accounts and submit annual returns, and both will also have directors running the company. Model articles for private companies limited by guarantee. Members of the company are those persons or entities which hold an interest in the company (in companies with share capital, e.g. 6 Constitution. 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