Company Limited by Guarantee (CLG) in Ireland, for charities, clubs and management companies
A CLG has members instead of shareholders and no share capital. It is the usual structure when the point of the company is a purpose, not a profit: a charity, a sports club, a trade association or a residents' management company. Here is how it works and what each version needs.
At a glance
What a CLG is
If a CLG is wound up, each member contributes the amount they guaranteed, commonly €1, with the figure set by the constitution. It is generally set up so that any surplus is reinvested in its purpose rather than paid out to members.
A good fit for
- Charities, societies and sports or social clubs
- Trade associations and NGOs
- Residential owners' management companies
The rules that shape a CLG
The standard CLG and its two common variations.
Charitable status
Applying for charitable status is a separate step with Revenue and the Charities Regulator. The constitution needs specific clauses and the company can have no beneficial owners. Typically at least three unrelated directors and three unrelated members are expected. Setting up a company guide
Name ending
Must end in Company Limited by Guarantee or CLG. Some bodies promoting education, charity, art, science, religion or commerce can apply to drop it. Check company naming rules
Directors and members
At least two directors and one member. Directors can also be members.
Owners' management company
A development of five or more residential units needs Multi-Unit Developments Act provisions in its constitution. Usually one member per unit, one vote each.
No profit paid out
Members do not receive dividends. Surplus stays in the company for its purpose.
Filing
An annual return every year. Financial statements and audit depend on size and on whether it is a charity. Annual returns & accounts help
How to register it
Most of the work is in the preparation, so a clean filing goes through without fuss.
CLG or LTD?
| CLG | LTD | |
|---|---|---|
| Owners | Members, no shares | Shareholders |
| Liability | The guaranteed sum, usually €1 | Any unpaid share capital |
| Profits | Not distributed | Dividends possible |
| Investors | Cannot issue shares | Can issue shares |
| Minimum directors | 2 | 1 |
General guide only. Your own facts can change the answer, so ask us before you file. Compare all company structures
What you take on once it's registered
Three things to put in the diary on day one.
Questions about CLG companies in Ireland
Can a CLG make a profit?
A CLG can trade and earn a surplus, but it is generally set up so that surplus is reinvested in its purpose and not paid out to members.
How many directors does a CLG need?
At least two, plus one member. Directors can also be members. Company secretarial services.
Do I need a CLG to get charitable status?
A company seeking charitable status is normally set up as a CLG with specific clauses in its constitution. Charitable status is then applied for separately.
What is an owners' management company?
A company that runs the common areas of a residential development. If the development has five or more units, its constitution needs Multi-Unit Developments Act provisions.
Ready to register your CLG?
Tell us whether it is a charity, a club or a management company. We'll prepare the right constitution and file it for you.
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