Set up a limited by guarantee company
In this article:
Companies limited by guarantee are widely used for charities, sports associations, social enterprises, etc. Most limited by guarantee companies are non-profit meaning they do not distribute any profits to their members but rather use them for the company. In a limited by guarantee company there are no shareholders, instead, they are called members. Generally, the members have ultimate control over the company.
When registering a limited by guarantee company, you'll need:
- a company name
- a UK registered office
- at least one director
- at least one member
- written rules of how the company is run, objectives including a "non-profit distribution clause" - known as articles of association
- details of people with significant control (PSC)
- your standard industry classification (SIC code)
Once the company is registered, you’ll get a ‘Certificate of Incorporation’. This confirms the company legally exists and shows the company number and date of formation.
A limited by guarantee is responsible to:
- file a confirmation statement to Companies House at least once every 12 months
- file annual accounts to Companies House and HMRC (no share capital is shown on the balance sheet)
- file tax returns to HMRC every year
- report any company changes to Companies House and, in some cases, HMRC
How to register
You can set up your company online within 1 day via Company Formation MadeSimple. You can download our standard M&A's and customise them to suit your company objects or you can upload your own.
Alternatively, you can register your company with Companies House.
Registering a charity
When setting up a charity, there are specific rules. Click here for further information.
This article is a general overview, and we do not offer professional advice. If you need professional advice, please speak to an accountant or business advisor.