Incorporated Bodies

Company limited by guarantee

For charities, community and voluntary groups wishing to incorporate, the most commonly used structure is as a Company Limited by Guarantee (CLG). 

A company has a separate legal existence, therefore:

  • the company owns any property or assets
  • it is the company which may sue and be sued in respect of the business of the company
  • the company continues to trade irrespective of director or management changes until the company is wound up
  • there is limited liability-should the company fail, the members liability is limited to the amount of capital contributed by them (in a CLG typically €1 as there are no shares)
  • the personal assets of directors/shareholders cannot be seized to pay off company debts.

It may be appropriate to establish a company where some or all of the following apply:

  • The unincorporated association has grown in size and organisational activity;
  • The organisation is to be quite large;
  • It will employ staff;
  • It will deliver charitable services under contractual agreements;
  • It will regularly enter into contracts; and
  • It will be an owner of freehold or leasehold land or other property.

Disadvantages include the costs associated with forming and maintaining the company and compliance with company legislation, which can be onerous in terms of administration. Company members control the company, but elect officers known as ‘directors’ who govern the company.

This legal form is governed by the Companies Acts 2014, which commenced June 1st 2015.  A transition period for existing companies will end November 30th 2016.

The Wheel has prepared an Information Sheet on The Companies Act 2014 which is free to download here and contains more information on the Company Limited by Guarantee

The Companies Act 2014 

Please see the Companies Registration Office and Office of the Director of Corporate Enforcement for more information.