Companies Act 2016 · Updated to 31 Jan 2025 · Part II · Formation and Administration of Companies
38. Company limited by guarantee shall have a constitution
Feedback & supportA company limited by guarantee shall have a constitution.
The constitution of a company limited by guarantee shall be signed by the person intending to incorporate such a company and lodged with the Registrar at the time the company is incorporated.
The constitution shall state—
that the company is a company limited by guarantee;
the objects of the company;
the capacity, rights, powers and privileges of the company;
the number of members with which the company proposed to be incorporated;
matters contemplated by this Act to be included in the constitution; and
any other matters as the company wishes to include in its constitution.
Any provision in the constitution of a company limited by guarantee that purports to divide the company’s undertaking into shares or interests is a provision for a share capital and shall be void.
Any provision in the constitution of a company limited by guarantee that purports to give any person a right to participate in the divisible profits of the company shall be void.
A constitution lodged with the Registrar under this section shall be binding on the company and its members to the same extent as if it was signed by each member and contained covenants on each member to observe all provisions in the constitution.
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