I have a query about setting up a not for profit company / a company limited by guarantee. From the information I can find online, it appears that there either needs to be seven directors on a board or else seven subscribers.

My query is how much control do these directors/ subscribers then have over the company and decisions made? The company we are planning on will have two of us as partners with ltd liability. Ideally, we would like to register as a not for profit company as we plan to put profits back into the company and development of our cause/ to effect change but are totally confused as to how to to about it.

Any advice gratefully received!


dbran's picture

Hi Sarah A company limited by

Hi Sarah

A company limited by guarantee must have at least 7 subscribers. The amount of directors that are required will depend on the company's memorandun and articles but by law a minimum of 2 are required.

The subscribers to the memorandum of association are effectively the names of the individuals who subscribed to forming the company. They sign their names to the memorandum and articles of association and are the original members of the company.

The rules of who is or is not a member afterwards is set out in the articles and memorandum of the company. A member of the company can attend and vote at the annual general meeting of the company and usually guarantees to pay up set amount eg. €1 in the event of the company becoming inslolvent and having to be liquidated. At the AGM they meet and pass resolutions decide on varios things including the election of the directord of the company for that year. Other then ths they are not involved in the day to day running of the company and have no other powers.

A director of the company is involved in the day to day running of the company and is elected by the members of the company atthe AGM. There must be at least 2 directors by law but this minmum may be increased by the company's articles and memorandum of association.

I hope this helps


David Branigan