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:

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.

Legal responsibilities

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.

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