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Companies limited by guarantee

A guide to the incorporation and structure of a company limited by guarantee (CLG) and the managerial and administrative functions. Includes information about newer types of entities that use the CLG structure such as community interest companies (CICs) and academy trusts.

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Companies limited by guarantee

Susan Wallace
ICSA Publishing Ltd, 2013

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1. Introduction and legal framework

Chapter 1 discusses the legal framework for CLGs and the type of organisations best suited to its structures.

2. Incorporation formalities

Chapter 2 outlines the incorporation formalities for CLGs and includes sections on community interest companies and academy trusts.

3. Directors/trustees

Chapter 3 discusses the appointment of directors and their duties and responsibilities. It also covers charity trustees and governors of academies.

4. Members

Chapter 4 looks at membership of CLGs and factors to consider.

5. Continuing statutory and compliance obligations

Chapter 5 looks at maintaining statutory registers and annual filing obligations. It includes academy accounts and additional filing obligations for CICs.

6. Meetings

Chapter 6 covers meetings and includes board meetings, meetings of governors and academy trusts, CIC directors' meetings, members' general meetings and Annual General Meetings.

7. Case study: Presdales School Academy Trust

Chapter 7 details the conversion of Presdales School to an academy in 2012 and addresses practical issues relating to its directors and continuing obligations.

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By its nature, this guide cannot be comprehensive and while every effort has been made to ensure the accuracy of this work, neither the author nor the publisher can accept responsibility for any loss arising to anyone relying solely on the information contained herein.

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All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.


The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.