Charitable Company Limited by Guarantee formation through Coddan

You may know exactly whom your proposed charity will help, yet still need a person to turn those intentions into the right company documents and applications. Coddan helps customers establish a charitable company limited by guarantee, often called a charitable CLG or LBG, with practical assistance for the formation and charity-registration work they instruct.

A CLG has members who give a guarantee rather than shareholders with shares. Once incorporated, it has its own legal identity and can enter contracts and hold assets in its own name. For a charitable company, its purposes, governing rules and use of resources must also meet the applicable charity requirements.

Choose Coddan for the work behind the registration: discussing your organisation, preparing suitable formation documents, reviewing the information and helping with the agreed application stages. Our Companies House-integrated formation software provides convenient online access, while our team deals with questions that need human attention. We welcome UK and overseas customers.

Our formation-agent guide explains Coddan’s wider service. Here, the help is directed to customers establishing a company for exclusively charitable purposes.

An established formation agent with clearly defined responsibilities

Coddan has provided company-formation and business-support services since 2005. Customers can come to us with a straightforward application or an organisation that needs extra questions before the work is clear. Experience matters when the proposed articles, people and activities need to be considered together rather than entered into a form independently.

As your formation agent, we prepare and review the company information and documents within the service instructed, resolve outstanding questions with you and support the incorporation submission. For a charitable CLG, we also discuss the separately identifiable charity-registration work covered by the chosen service. You know who is handling the agreed preparation and whom to contact.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP). We have anti-money-laundering responsibilities when providing relevant company services. Our customer checks establish who is instructing us, the people and organisations involved and the purpose of the work. That gives the formation instruction an accountable provider behind it.

We are also registered with Companies House as an Authorised Corporate Service Provider (ACSP). When you instruct Companies House identity verification through Coddan, we review the evidence and submit the required confirmation when satisfied. This role is relevant to verified company identities; it does not make Coddan the charity regulator or give us power to grant charitable status.

The practical benefit is a provider that brings the agreed preparation, checks, documents and submissions together while explaining the separate decisions. Companies House decides incorporation, the charity regulator assesses charity registration and HMRC considers charitable tax recognition. See the official explanation of using an ACSP if you would like more detail about that role.

Tell us whom you will help and how your work will benefit them

Begin with the organisation you understand. Describe its intended beneficiaries, activities, location and sources of money. For example, an education project may provide classes, a relief organisation may distribute essentials, and a community charity may run services for people facing particular disadvantages. We need the actual proposal, not a collection of charitable-sounding words.

A charity must have exclusively charitable purposes and meet the applicable public-benefit requirement. The recognised purposes and legal tests depend on the jurisdiction. Being non-profit, using volunteers or promising to reinvest income does not on its own establish that the organisation is charitable.

Your purposes describe what the organisation exists to achieve. Activities describe how it will achieve that result. The articles should express the purposes appropriately, and the charity application should explain the activities and who benefits. Coddan can help prepare that information within the agreed service and identify questions that need further consideration.

If access will be restricted, charges will be made or members will receive particular benefits, explain the arrangements. A charging service is not automatically excluded from being charitable, but the public-benefit position needs to be properly understood. We will not assume that an association established principally for its own members is a charity merely because it has no shares.

Tell us about work overseas, grants to other organisations or services delivered by partners. These facts can affect the explanations and supporting information required. You do not need to decide the legal wording before speaking with us; equally, a regulator may require more evidence than an initial description.

The Charity Commission’s guidance on charitable purposes for England and Wales explains the distinction between purposes and activities. Coddan’s charitable-purpose company formation guide provides more detail about preparing a CLG for its intended work.

Check that a charitable company is the right choice before ordering

A charitable CLG can be useful where you want an organisation with its own legal identity and company arrangements for members and directors. The company continues when individual trustees change, and its contracts and assets can belong to the company itself. It must also meet company-law responsibilities alongside its charity obligations.

In England and Wales, a charitable incorporated organisation (CIO) is another incorporated charity option. A CIO comes into existence through Charity Commission registration and is not incorporated at Companies House. It may suit founders who want an incorporated charity without the separate Companies House filing obligations of a company.

A charitable CLG may suit an organisation that wants the company form, particular member and director arrangements or a structure consistent with its existing corporate relationships. A CIO may be more appropriate in other circumstances. The decision should follow the organisation’s work, people and administration needs, rather than the familiarity of one registration form.

Scotland has its own Scottish charitable incorporated organisation, or SCIO, route. It is different from the England and Wales CIO. A charitable trust or unincorporated association can also be appropriate for some organisations. Tell us where the charity will be based before choosing a service; the alternatives and registration arrangements are not identical across the UK.

If an organisation already exists, send its governing document and explain the reason for incorporating. A new company does not automatically take over an existing charity’s property, contracts, staff or charity registration. Transfers and any required consents need consideration separately. An already incorporated CLG may need charity-registration support rather than another formation.

We can discuss Coddan’s available services and explain when specialist advice is required. For the alternatives, use our CIO establishment guide and guide to charity structures. There is no need to buy a company formation before settling whether a company is appropriate.

Company incorporation, charity registration and HMRC recognition

These are three different processes. Incorporation creates the company and its company number. Charity registration records the organisation with the relevant charity regulator where required. HMRC recognition concerns eligibility for charitable tax reliefs. A Companies House certificate does not complete the other two processes.

England and Wales

The Charity Commission for England and Wales deals with charity registration. An ordinary charitable company generally must apply when its annual income is at least £5,000, subject to the rules for exempt and excepted charities. A CIO must register regardless of income because registration creates it. A company below the registration threshold can still have charity-law responsibilities and may seek HMRC recognition where eligible.

Scotland

The Scottish Charity Regulator, OSCR, assesses applications under the Scottish charity test. Scotland does not use the England and Wales £5,000 registration threshold. Registration with OSCR is needed to obtain Scottish charitable status. Tell us if the organisation will operate in Scotland as well as elsewhere: cross-border registration obligations may apply.

Northern Ireland

The Charity Commission for Northern Ireland, CCNI, has its own registration process. Organisations meeting the Northern Ireland charity criteria must register regardless of income. Applications are managed through invitations; a new organisation should follow the expression-of-intent arrangements. The Commission’s registration page currently displays a notice about paused invitations, so check its latest position before arranging a submission date.

Coddan discusses the relevant preparation and submission support for the jurisdiction concerned. The location of incorporation alone does not settle every charity-regulation question, particularly for organisations operating across borders.

Read the current guidance from the Charity Commission for England and Wales, OSCR and CCNI. HMRC recognition is explained separately below.

Members, directors, trustees and the people who control the company

A guarantee company has members, also called guarantors, who exercise company membership rights. Its directors manage the company. In a charitable company, the directors are normally also the charity trustees, with responsibilities under both company and charity law. The same person may be a member and director, but the two roles have different functions.

The company-law minimum is one member and at least one individual director. Choose a board that meets the articles and applicable charity requirements. It needs enough eligible people to make decisions, fulfil the meeting requirements and deal with conflicts.

Explain whether the trustees will be the only company members or whether there will be a wider voting membership. Decide how directors are appointed, how members join and leave and whether anyone has particular appointment or voting rights. A supporter, volunteer or beneficiary is not automatically a legal member of the company.

The guarantee is commonly £1 per member, payable in the relevant winding-up circumstances. It is not a share, a donation requirement or necessarily a subscription. We record the agreed amount consistently in the formation information and documents. Limited liability does not remove responsibility for a person’s own breach of duty or a separate personal guarantee.

The company also needs accurate people with significant control (PSC) information. Control can arise through more than 25% of voting rights, rights to appoint or remove a majority of directors or other significant influence. We need the actual rights and arrangements; neither every trustee nor every member is automatically a PSC.

Proposed trustees must be eligible under the relevant rules. In England and Wales, a charitable-company trustee can generally be 16 or over unless the articles require an older age; disqualification rules also apply. Tell us about any eligibility question before appointment. The Charity Commission trustee guidance explains these responsibilities for England and Wales.

Articles that protect the charity’s purposes, income and assets

The articles of association are the company’s rules. For a charitable company, they need to express its charitable purposes and provide suitable arrangements for membership, trustees, meetings, decisions and the use of money and property. Ordinary non-charitable guarantee-company articles should not simply be assumed to meet the charity’s needs.

Coddan prepares the governing documents included in the service you instruct, using the information about the proposed organisation. An appropriate charity model can provide a useful starting point. Where the arrangements require additional preparation or specialist legal advice, we explain that before treating the work as covered by a standard service.

Income and property must be applied for the charitable purposes. The articles should contain the appropriate restrictions on distributions and benefits, together with provisions for remaining assets on dissolution. The absence of shares alone does not supply those protections. Trustees also need suitable powers to carry out the work, such as entering contracts or employing staff.

Tell us if a founder, trustee, member or connected person is expected to receive payment, provide services or rent property to the charity. Trustee payments need proper legal authority and observance of the relevant rules. Reimbursement of reasonable expenses is different from paying someone for trustee duties or employment.

Conflicts of interest must be recognised and managed. A trustee’s financial interest or loyalty to another organisation may affect a decision. The company needs appropriate rules, and the people making decisions must follow them. A clause in the articles is not a blanket permission for every payment or transaction; regulator authority may be required.

We can ask the questions needed for the agreed documents and identify where specialist advice is necessary. Read the Charity Commission’s governing-document guidance and conflicts guidance for England and Wales. Scottish and Northern Ireland organisations must follow their own applicable rules.

24/7 online access with human help for UK and overseas customers

Coddan’s Companies House-integrated formation software provides an online route for eligible company applications. You supply the required formation information through the available ordering process, and our team prepares and reviews the agreed work before submission. The software supports filing; it does not decide whether your organisation satisfies charity law.

Our customer portal is available 24/7. You can start an order in the evening, at the weekend or from another time zone. That is useful when volunteers are fitting the work around employment or several founders need to gather information from different locations. A convenient online start can be combined with speaking to our team about the proposed organisation.

Human review and replies take place during working hours. Submission depends on the necessary information, checks, instructions and payment being in place. Companies House processes incorporation independently, and a charity regulator follows its own application procedures. Overnight portal access does not mean overnight staff review or immediate charity registration.

We serve overseas customers as well as those in the UK. Company directors do not have to live in the UK, but the company must have an appropriate registered office in its UK jurisdiction. Identity evidence, charity regulation and HMRC eligibility are separate matters. An overseas founder does not turn the proposed UK company into a registered foreign charity.

Tell us where the trustees and members live, where activities will take place and whether documents will be used abroad. We can explain the information needed for our service. Certification or legalisation is considered according to the recipient’s requirements, rather than added automatically to every overseas order.

If you need to discuss the service before ordering, contact Coddan. A short explanation is enough to start; you do not have to complete a charity application independently before asking us what assistance is available.

Separate customer checks from Companies House identity verification

Our anti-money-laundering customer checks establish the customer, authority to instruct, people involved and purpose of the services. We may request identity and address evidence and information about an existing organisation or the proposed company. A charitable purpose does not remove Coddan’s responsibility to complete the relevant checks.

Companies House identity verification is a separate requirement for relevant individual company roles. New individual directors must be verified before incorporation and their Personal Codes supplied with the application. Individual PSCs must also provide their verification details within the applicable period. A person who holds both roles needs the code connected to each role as required.

Charity-trustee declarations and eligibility checks are another matter: a Companies House Personal Code does not certify that someone is eligible to be a charity trustee. We distinguish the information needed for the company application from the declarations required by the charity regulator.

You may use the available direct Companies House verification service or instruct an ACSP. If you already have a valid Personal Code, tell us so it can be used where appropriate. Repeating verification is not normally necessary just because another company is being formed, although our own customer checks still apply.

The Credas process when you instruct Coddan verification

1. The individual completes the checks: follow the Credas instructions, provide the requested documents and complete the live facial check.
2. Coddan reviews the evidence: we consider the results and any additional information needed.
3. Coddan submits the confirmation: when satisfied, we manually submit it through our Companies House ACSP account.
4. Companies House issues the Personal Code: it sends the code to the individual’s supplied email address.

Credas does not automatically submit an approved identity to Companies House or issue the code. Read our identity verification guide. Applicable verification guidance and separately instructed verification are different services; check the accepted order for the work and charge agreed.

Review the name, documents and instructions before incorporation

Coddan reviews the company information and documents within the service instructed before the incorporation application is submitted. We consider the proposed name, jurisdiction, addresses, directors, members, guarantee, control information and articles. Questions raised at this stage can help prevent the registered company differing from the organisation you intended.

For example, the articles may describe a wider membership while the application only reflects the founders, or the proposed activities may be broader than the charitable purposes supplied. A name may contain a sensitive word requiring approval. Tell us about any intended use of “charity”, “charitable” or another restricted expression so the name requirements can be considered before filing.

If you want the company name to omit “Limited” or “Ltd”, discuss that separately. An eligible guarantee company can seek exemption from the usual suffix requirement, subject to the statutory conditions and suitable articles. The exemption is not charity registration and does not replace the charity regulator’s assessment.

Our formation software supports eligible electronic applications. Some documents or circumstances may require additional preparation or a different route. We explain the work available for your application instead of promising that every charitable proposal can be submitted in exactly the same way.

Identify the person authorised to approve the information and respond to questions. Give accurate details and tell us if the trustees have not yet agreed a matter. A complete application and settled instructions help the work move forward; unresolved membership, purpose or identity information can affect timing.

Companies House decides incorporation. Its certificate confirms that the company exists. Starting an online order is not the same as incorporation, and company registration is not the charity-registration outcome. If you have a funding or contract deadline, tell us early so we can discuss preparation and processing separately. Our charitable company formation guide explains the formation service in more detail.

Practical help with the agreed charity-registration application

Coddan provides charity-registration preparation and submission support within the selected service. Our existing services distinguish essential preparation from more developed assistance and jurisdiction-specific work. The scope should match the organisation’s current position, rather than assuming that every customer needs the same amount of help.

We can review the information supplied, prepare the supporting materials included in the service and help progress the relevant application stages. This can involve bringing together the purposes, activities, public-benefit explanation, governing document, people and financial information. We explain what you need to provide; you do not have to guess the regulator’s information requirements unaided.

You remain the source of the organisation’s facts. Tell us what has actually happened, which activities are proposed, how the work will be funded and what evidence is available. The application should describe the genuine organisation. A general promise to do good or a copied statement about another charity is not a substitute for your own information.

In England and Wales, income evidence and other supporting information are required where applicable. Scotland and Northern Ireland have their own application requirements. If the regulator asks a question, Coddan can assist with related preparation and correspondence where that work is covered by the instruction. Additional work is identified and agreed when necessary.

The charity regulator makes the registration decision. It may ask for clarification, further evidence or changes before reaching an outcome. Companies House ACSP registration does not authorise Coddan to approve the charity application or guarantee a completion date.

If a company or application already exists, send the current articles, company details and regulator correspondence. We can work from that position rather than require an unnecessary new incorporation. Compare the services on our charitable CLG and charity-registration page, then ask about any uncertain purpose, evidence or outstanding question before ordering.

HMRC recognition, Gift Aid and the charity’s tax position

Charity registration and HMRC recognition are separate. HMRC considers whether an organisation qualifies for charitable tax treatment. Among the requirements are exclusively charitable purposes, the charity being based in the UK, regulator registration where required and management by fit and proper persons. Incorporating the company does not complete that assessment.

Recognition can be relevant to claiming Gift Aid and other available reliefs. It does not mean every receipt, purchase or activity is tax-free. Gift Aid depends on its own donation and donor requirements, and other reliefs have conditions. A company number, charity registration number and HMRC charity reference identify different things.

Tell us if you need help preparing for HMRC recognition or progressing an application. Coddan’s charitable-purpose formation services include different levels of HMRC preparation or application support where selected. That work must be expressly covered by your instruction; a company-formation order or charity-registration service does not automatically include it.

For questions about the tax treatment of trading, payments, property, overseas activities or particular receipts, obtain appropriate tax advice. The company needs to respond to HMRC notices and meet the obligations that apply to its circumstances. A registered charity is not automatically excused from every Company Tax Return, VAT or employment-tax requirement.

Income-producing activity can be consistent with charitable purposes, but significant trading risks or non-charitable trading may require separate consideration. A trading subsidiary is not needed merely because the charity receives income. Explain the intended activity so the appropriate professional advice and any separate company work can be identified.

Keep official tax correspondence accessible and give the responsible people the information needed to deal with it. Our role is to undertake the agreed preparation or corporate support, while HMRC makes its own recognition and tax decisions. Read HMRC charitable recognition guidance and discuss the assistance you require before including it in your order.

Put the company and charity records into practical working order

After incorporation, the organisation needs more than a certificate stored in someone’s inbox. The trustees should be able to find the articles, understand their decision-making rules and keep the records needed for the company’s work. Coddan can discuss initial records and supporting documents according to the organisation’s actual requirements.

Keep the certificate, memorandum and articles accessible. The register of members remains a required company record and must be updated when legal membership changes. Local director, secretary and PSC registers are no longer mandatory, but the relevant Companies House information must still be maintained. A volunteer contact list is not necessarily the company member register.

Initial decisions can include banking authority, who will deal with correspondence, how spending is approved and who keeps membership and financial records. Record decisions and declared interests properly, following the articles. Coddan can help prepare agreed first minutes and records; digital or printed materials should suit the people who will use them.

The company must maintain an appropriate registered office in its UK jurisdiction and a monitored registered email address. You may use your own suitable address. Where wanted, Coddan offers registered-office locations in London, Manchester, Birmingham, Edinburgh and Belfast, with the location and correspondence arrangements confirmed for your order. A director service address has a separate function.

Under the agreed address service, scanned incoming post can be uploaded free of charge for portal access. Weekly Royal Mail forwarding is an alternative; postal charges and arrangements must be confirmed. Online access does not determine staff scanning hours or postal delivery times. See our CLG address-service guide.

Agree who will deal with company and charity reporting. Charitable companies have accounting requirements beyond a simple receipts-and-payments record; in England and Wales they must prepare accruals accounts. Arrange appropriate accounting help and check the requirements for your jurisdiction. Our post-incorporation guide explains the wider first steps, and official charitable-company accounts guidance explains the England and Wales rules.

A clear order, a written agreement and help as the charity develops

Your accepted order identifies the selected service and charges. It should make clear which company-formation, charity-registration, identity-verification, address or HMRC work you are instructing. You can choose an affordable service for a straightforward proposal or discuss additional preparation where the organisation needs it. The number of founders alone does not settle the level of support required.

A written service agreement is available. Ask Coddan to supply one referencing the accepted order, so the instructing customer, work and charges are recorded clearly. This can help trustees or a founding committee approve the instruction and share the same understanding of what will be provided.

If the company has not yet been formed, identify the person or existing organisation instructing Coddan. The proposed company does not already exist as a contracting party. Tell us who has authority to give instructions and approve the work.

Continuing company administration is agreed separately unless expressly included in your selected service. Coddan’s CLG secretarial services can help with relevant company records, filings and changes. The confirmation statement service deals with a particular Companies House filing; charity reporting and specialist accounting have their own requirements.

The trustees and directors remain responsible for the organisation. A change of trustee, address or voting rights can require action between annual filings, and some amendments need regulator consent. Tell us what has changed so we can discuss the company work required and distinguish it from specialist charity-law or tax advice.