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Register a company limited by guarantee
A company with members rather than shareholders, where each member guarantees a nominal amount — usually £1 — instead of buying shares.
Who it is for. Clubs, societies, membership bodies, sports associations, residents' associations, trade bodies and most charities: organisations where any surplus is reinvested rather than paid out to owners.
What Companies House needs
- At least one director
- At least one member, who gives a guarantee — commonly £1
- The amount of that guarantee stated at incorporation
- A registered office in the jurisdiction of registration
- Articles suited to a membership body; the model guarantee articles rarely fit without amendment
What this form gets wrong most often
- There are no shares, so there is nothing to sell
- Members cannot take value out and cannot pass "ownership" to anyone. That permanence is exactly why funders and regulators like the form.
- The articles do the real work
- Membership classes, how members join and leave, voting, and what happens to assets on winding up. Model articles are a starting point, not an answer.
- Charity status is separate
- Incorporating a company limited by guarantee does not make it a charity. That is a second application, to the Charity Commission or the relevant regulator, against the public benefit test.
What has to be filed afterwards
- Confirmation statement every year
- Annual accounts, and a corporation tax return unless the company is registered as a charity and exempt
- Identity verification for directors and people with significant control
- Charity regulator filings as well, where the company is a registered charity
Questions
Is a company limited by guarantee automatically a charity?
Can it make a profit?
Can it drop "Limited" from its name?
Company limited by guarantee
£39.99 + VAT
plus £100 Companies House fee- Name ends in
- Limited, or exemption from using "Limited" where it qualifies
- Jurisdictions
- England & Wales, Scotland, Northern Ireland
Full price list on the pricing page. Companies House sets and collects its own fee.
Other structures
Company limited by guarantee enquiry
Tell us who is involved and what the organisation is meant to do. If a different structure fits better, we will say so before you pay for this one.
Company limited by guarantee
Tell us what you are trying to do and we will reply with what is involved. No obligation, and we will say so plainly if what you need is not something we do.