In short: £290 forms a UK private company limited by guarantee, including VAT and the £100 Companies House fee. The company has no shares: each member promises a small fixed sum (usually £1) if the company is wound up. You get the certificate of incorporation, articles of association, registers, identity verification by us as a Companies House ACSP and HMRC registration. Most companies are registered within 24 hours of us receiving your details.
What's included
- The £100 government fee Companies House charges to register a new company. It's already included in our price — there's nothing extra to pay.
- We check your proposed name against the Companies House register and the naming rules, and suggest alternatives if it's taken or needs approval.
- The official certificate from Companies House proving your company exists, with its name, number and date of incorporation.
- The memorandum records who founded the company; the articles are the company's rulebook — how directors make decisions, how shares work and more.
- The legal records every company must keep: members (shareholders), directors, people with significant control and more. We set them up for you.
- Statement of guarantee for the first members
- Every director and person with significant control must verify their identity with Companies House. As an Authorised Corporate Service Provider (ACSP) we can do it for you remotely and give you your personal code.
- A six-character code from Companies House that works like your company's signature for online filings. Keep it safe.
- We register your new company with HMRC for Corporation Tax, so you're set up to pay tax on profits from the start.
- Track your order, fill in company details, download your documents and message our team in one place — and ask us questions for as long as you're a client.
- The legally required checks on the people behind a company (UK Money Laundering Regulations). We complete them as part of your order.
- Lifetime email and phone support
What a company limited by guarantee is
A company limited by guarantee is a private limited company that has members instead of shareholders. It has no share capital. Each member promises to pay a fixed amount — usually £1 — towards the company's debts if it is wound up while they are a member or, under standard articles, within a year of leaving. That promise is the guarantee, and it is the most a member can be asked to pay.
Because there are no shares, there are no dividends to shareholders in the usual way. Most guarantee companies have articles that say any surplus must be used for the organisation's purpose, not paid out to members.
Who it suits
- Sports clubs, social clubs and members' associations
- Community groups, residents' groups and social enterprises
- Trade bodies and professional associations
- Organisations planning to apply for charity status later (see our Charitable Company Limited by Guarantee service)
If you plan to make a profit for owners or raise investment by selling shares, a company limited by shares is usually the better choice — see company formation.
How it works
- Check your company name and pay online.
- Complete the company details form in your client account: directors, first members, people with significant control, registered office and what the organisation does.
- We verify the identity of each director and person with significant control remotely, as a Companies House ACSP, and give each person their personal code. Anyone who prefers can verify through GOV.UK One Login instead.
- We submit the application with articles suitable for a guarantee company.
- When Companies House registers the company, your documents appear in your account and arrive by email.
What you need to provide
- The proposed company name
- Full name, date of birth, nationality, country of residence and service address for each director
- The name and address of each first member (members can also be directors)
- Details of anyone with significant control — for example a member with more than 25% of the votes, or the right to appoint most of the directors
- A UK registered office address in the same nation as the company (England and Wales, Scotland, or Northern Ireland)
- A short description of what the organisation will do
- A registered email address for Companies House to contact the company
Running the company after registration
A company limited by guarantee has the same filing duties as any other private limited company:
- A confirmation statement at least once every 12 months (Companies House fee £50 online). Our confirmation statement service can file it for you.
- Annual accounts: the first are due 21 months after incorporation, then 9 months after each year end.
- Keeping the register of members up to date as people join and leave.
Not-for-profit status does not mean tax-free. A guarantee company may still have to pay Corporation Tax on some of its income, depending on what it does and where its money comes from. HMRC decides this case by case, so speak to an accountant about your situation.
Common mistakes
- Choosing this structure for a business that wants investors. Guarantee companies cannot issue shares, so they cannot sell a stake to investors.
- Assuming the company is a charity. It is not a charity unless it has charitable purposes and is registered with the right regulator.
- Using standard articles that do not fit. If you need membership classes, special voting rules or an asset lock, consider bespoke articles.
- Forgetting the register of members. It is a legal record, and it shows who has given the guarantee.
Frequently asked questions
What does 'limited by guarantee' mean?
Each member promises to pay a fixed sum, usually £1, if the company is wound up and cannot pay its debts. That is the limit of their liability. The company has no shares.
Can a company limited by guarantee make a profit?
Yes, it can make a surplus. Most guarantee companies' articles require that surplus to be used for the organisation's purpose rather than paid out to members.
Is a company limited by guarantee a charity?
Not automatically. It becomes a charity only if its purposes are charitable and it registers with OSCR in Scotland or, above £5,000 income, with the Charity Commission in England and Wales. See our charity formation service.
How many members and directors do I need?
At least one member and at least one director, who must be a person aged 16 or over. The same person can be both, and they can live anywhere in the world.
Does a guarantee company pay Corporation Tax?
It may. Being not-for-profit does not automatically mean no tax. It depends on the company's income and activities, so ask an accountant for advice on your situation.
Can I change a company limited by guarantee to one limited by shares later?
Not directly — there is no simple conversion route from a guarantee company to a company limited by shares. If you might need shareholders later, choose the structure carefully now or ask us for advice.
Related services
Charitable Company Limited by Guarantee
A guarantee company with charitable purposes, set up ready for you to apply to OSCR or the Charity Commission.
Limited by Guarantee with Bespoke Articles
A guarantee company with articles drafted around how your organisation actually works.
Registered Office Address
Use our Edinburgh or central London address as your company's official registered office, with mail scanning.
Confirmation Statement Filing
We check your company details and file your annual confirmation statement (CS01) with Companies House.