Company Limited by Guarantee formation in London through Coddan

Form your company limited by guarantee with Coddan and arrange a London registered office where you need one. We help customers prepare suitable articles, organise the people and company information, and submit the approved incorporation application. You can start online or speak with our team about the organisation you want to establish.

A company limited by guarantee, often called a CLG or LBG company, has members who promise a stated contribution in the relevant winding-up circumstances, rather than shareholders with shares. Clubs, associations, community organisations and residents’ companies commonly use this form. Charitable organisations can also use it with suitable governing rules and the relevant charity arrangements.

Choose Coddan for more than an address or an application form. We connect the intended membership, articles, registered details and documents within the service you instruct. Our Companies House-integrated formation software offers convenient access, and our team deals with questions that require human attention.

You may be based in London, elsewhere in the UK or overseas. The service follows the company you need, not your personal location. Our formation-agent guide explains Coddan’s wider work; this page connects that help to forming a CLG with London arrangements.

An established provider with people responsible for the agreed work

Coddan has provided company-formation and business-support services since 2005. Customers come to us with straightforward clubs and associations as well as organisations whose membership, purposes or documents need discussion. Experience is useful when the information must be understood together, rather than simply entered into separate boxes.

As your formation agent, we prepare and review the information and documents covered by the order, ask about unresolved points and support the incorporation submission. You know which provider is handling the work and whom to contact when an address, membership arrangement or proposed article needs explaining.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP). For its relevant anti-money-laundering responsibilities, Coddan carries out customer checks, establishes who is instructing it and seeks the information needed about the organisation and people involved. A London address does not remove those checks.

Coddan is also registered with Companies House as an Authorised Corporate Service Provider (ACSP). When you separately instruct our Companies House identity-verification service, we review the evidence and submit the verification confirmation through our ACSP account when satisfied. This is distinct from preparing the company’s incorporation information.

These roles describe actual responsibilities, not government endorsement of Coddan or your proposed company. Companies House decides incorporation; any charity regulator makes its own registration decision. The directors remain responsible for the company after it is formed.

The practical benefit is convenient online access backed by a team undertaking identifiable work. A simple, affordable formation may be enough where the arrangements are settled. If you need further preparation, Coddan explains the available service and additional charges before you agree. We identify legal or tax questions that need an appropriate adviser rather than describe incorporation as resolving every issue.

What forming a CLG in London means

London is a location within the England and Wales company-registration jurisdiction. There is no separate London incorporation register or London company-law status. A CLG formed with a London registered office is an England and Wales company, subject to the same incorporation and continuing requirements as other companies in that jurisdiction.

The distinction matters when selecting an address. An England and Wales company can maintain its registered office at an appropriate address in England or Wales. A company registered specifically in Wales needs a Welsh address. Scottish and Northern Irish companies need registered offices in their respective jurisdictions; a London service cannot replace those.

A London registered office gives the company an official correspondence address. It does not mean the directors live there or that the organisation conducts its activities there. A club may use hired facilities outside London, and an association may have members across the UK while maintaining a London registered office.

The address alone does not establish trading premises, operational presence, tax residence or banking eligibility. It does not provide a desk, meeting room or a staffed branch unless a separate service expressly supplies those facilities. Describe the address accurately when explaining the organisation to banks, funders or other recipients.

Tell us where the organisation will actually be managed and work, especially if its directors or activities are overseas. Incorporation creates a UK company, but tax, employment, permissions and reporting in other countries may require separate advice. A London postcode is not an answer to those questions.

If a CLG already exists, you may need a London address service rather than another incorporation. Provide its name and number so we can discuss the appropriate work. Our registered-office service for existing CLGs explains obtaining or changing an address, while official address guidance sets out the jurisdiction requirements.

Settle members, directors, guarantees and actual control

Begin with who will belong to the company and who will run it. Members exercise the rights given by the articles; directors manage the company. One individual can be both an initial member and director, although the organisation’s purposes and intended governance may call for a wider group.

A private CLG needs at least one member and one director, with at least one director being an individual. Individual directors must be at least 16, eligible to act and meet the applicable identity-verification requirements. A private company does not generally have to appoint a company secretary, although its articles or chosen arrangements may provide for one.

The guarantee is commonly £1, but the actual amount must be agreed and recorded. It is a potential member contribution associated with winding up, not the company’s operating budget or money raised by selling shares. The company needs funding for its activities independently of that guarantee.

Explain who can join, what voting rights members will have and how directors will be appointed. Donors, supporters, volunteers and customers are not automatically legal members. Different classes or appointment rights can affect both the articles and the control information supplied to Companies House.

For people with significant control (PSCs), consider the real rights and arrangements. In a company without shares, relevant tests include more than 25% of voting rights, the right to appoint or remove a majority of directors, and other significant influence or control. Do not identify every director as a PSC merely because they are a director, or assume that having no shareholders means having no PSCs.

Coddan works from the information you supply and can ask about rights that need clarification before filing. Corporate membership, unusual voting or control arrangements should be raised early. Read our formation requirements checklist and official PSC guidance for further detail.

Suitable articles for the organisation you intend to run

The articles are the company’s governing rules. They explain how members and directors make decisions and how the organisation is managed. Coddan helps select or prepare the appropriate formation documents within the service instructed, taking account of your intended activities and membership.

Model articles may be suitable for a straightforward CLG. You do not automatically need expensive bespoke drafting because the company is limited by guarantee or has a London address. Particular membership classes, admission or transfer rules, restricted purposes or special appointment rights may need additional preparation.

Explain what the company will do and whether its income must be retained for those purposes. The CLG form alone does not create every non-profit restriction or give a tax exemption. An ordinary company’s objects are unrestricted unless its articles restrict them; an objects clause and the activity description represented by a SIC code serve different functions.

A residents’ or property-management organisation may need membership arrangements connected with properties. A Right to Manage company has its own prescribed constitutional requirements, and incorporation does not itself acquire management rights. Send any relevant existing documents and explain the intended service before treating these as ordinary club formations.

If the company is intended to be charitable, tell Coddan before the articles are settled. Charitable purposes, public benefit, restrictions on income and assets, trustee arrangements and payments need the appropriate treatment. Company incorporation is separate from charity registration and HMRC recognition for charitable tax purposes. A London address does not change that distinction.

Some charities may find the England and Wales CIO structure more suitable; a CIO is created by Charity Commission registration rather than Companies House incorporation. Use our business objects and articles guide, charitable CLG guide or charity-structure comparison where relevant. Coddan can discuss the formation work without replacing specialist legal or tax advice.

Choose the London registered-office service that suits your company

Coddan supplies registered-office options in London EC3, W1W, Canary Wharf and Mayfair. Choose the available location for the practical correspondence service you need. We confirm the exact address, permission to use it, service period and terms before it is used in the incorporation application.

The registered office must be an appropriate physical address. Documents delivered there should come to the attention of someone acting for the company, and delivery must be capable of acknowledgement. A bare PO Box is not sufficient. Professional address arrangements must work in practice just as a company’s own address must.

You may use your own suitable address with permission. An organisation with reliable premises and someone to receive correspondence may not need to purchase an address service. If you use a home, consider that the registered office is publicly visible.

Different locations have their own service prices and terms. A formation package that includes one address does not automatically include a different London location. Confirm the first paid period and renewal position, rather than assuming the same service continues indefinitely.

For the wider locations and detailed address functions, read our CLG formation address guide. Tell us how the address will be used before publishing it; a registered-office service does not automatically cover commercial post, parcels or every director’s correspondence.

A London address backed by practical correspondence handling

An official address is useful only if important letters reach the people who can deal with them. Coddan receives incoming post under the agreed address service and provides free scanning and uploading to the client portal. This lets authorised customers read uploaded correspondence without travelling to London or waiting for the envelope to reach them.

Choose someone to monitor the post and pass it to the responsible person. A Companies House notice may need a director’s approval; an HMRC letter may need to reach the person dealing with accounts or tax. Receiving a scan is not the same as answering the notice or completing a filing.

Portal access is available 24/7, so you can read letters already uploaded when convenient. Our team receives, handles and scans correspondence during service hours. Online availability does not promise overnight scanning or a particular turnaround for each item.

If you prefer physical post, weekly Royal Mail forwarding can be arranged to your address. Confirm the destination, correspondence covered and forwarding charges. Free scanning and uploading do not mean free postage. Overseas customers should confirm the proposed forwarding arrangements before relying on them.

Weekly forwarding describes dispatch, not a guaranteed arrival day. Postal delivery takes additional time and depends on the destination and service. It does not extend a deadline on a company notice. Ask about any requirement for originals or special handling before the service begins; do not assume an urgent or tracked dispatch is included.

Keep your authorised contact and forwarding details current when directors or administrators change. The London registered office can remain while the people running the organisation change, provided the service is renewed and its conditions continue to be met. If a letter calls for work you want Coddan to undertake, agree that task separately. Our address and correspondence guide explains the arrangements in greater detail.

Keep director correspondence, company records and email distinct

The company’s registered office is not the only address question at formation. A director service address is the public correspondence address for that person’s company role. A trading address describes where activities take place. These can differ from the registered office and must not be presented as interchangeable.

Coddan offers director service-address arrangements in London and Aldershot. This can help a director avoid publishing their home as the service address. Companies House still needs the actual residential information, normally kept off the public register. The service does not erase an address already appearing in historical filings.

Confirm which directors and companies the arrangement covers, permission to use the address and the mail-handling and renewal terms. A company registered-office purchase does not automatically cover every director. For a new appointment or address change after incorporation, the service arrangement and relevant filing may need separate attention.

A single alternative inspection location (SAIL) is an optional place for specified company records to be held available for lawful inspection. Coddan provides London and Aldershot options, subject to the company’s jurisdiction and agreed records arrangements. A SAIL is not simply an extra forwarding address or a portal holding scanned post.

If records are to be held at a SAIL, agree which records Coddan will receive, how they will be updated and how inspection will be handled. The location and records held there require the appropriate Companies House notifications. See our CLG SAIL and records service.

The company also needs an appropriate registered email address, monitored by someone acting for it. Companies House does not publish that email. Buying a London address does not automatically provide or manage the email account. Decide who checks email, portal post and forwarded originals, and arrange a proper handover when the responsible people change.

Customer checks and Companies House identity verification

Coddan’s customer checks establish who is instructing us, their authority and the purpose of the service. We may need identity and address evidence and information about an existing organisation or the proposed company. These checks apply independently of the London address selected.

Companies House identity verification is a separate requirement. Relevant individual directors and PSCs must meet its rules. For a new company, verified individual directors’ Personal Codes are required for the incorporation filing. Individual PSCs also need their verification details supplied for their PSC roles within the applicable period.

If the same person is both a director and PSC, their verification must be connected to each role as required. A Personal Code identifies the individual; it is different from the company authentication code used for company filings. Keep both secure and supply them only through the appropriate arrangements.

You can use the available direct Companies House verification service or instruct an ACSP. Tell Coddan if someone already has a valid Personal Code. Verification generally does not need repeating just because another company is being formed, although Coddan’s own customer checks still apply.

When you instruct Coddan’s Credas verification service

1. You complete the check: follow the Credas link and provide the requested identity evidence and live facial check.
2. Coddan reviews the evidence: we consider the result and any further information needed.
3. Coddan confirms verification: when satisfied, we manually submit the confirmation 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 the confirmation or issue the code. Verification performed by Coddan is separately instructed unless expressly included in the accepted service. Read our identity-verification guide and the official requirements for each role.

Online formation with human review before submission

Our Companies House-integrated formation software supports eligible company applications. You can begin through the 24/7 customer portal, select the service and provide the requested details at a convenient time. Human review gives the online order a team behind it rather than leaving an unresolved company question to an automated form.

Prepare the proposed name, activities, intended articles, jurisdiction, registered office and email, directors, members, guarantee amounts and actual control information. Tell us about any existing association or charity, corporate member, particular voting rights or name approval that needs consideration.

Coddan reviews the information and documents covered by the instruction. A director’s details may need clarification, the chosen address may require confirmation, or the membership rules may not match the proposed articles. We ask you to resolve those points before submitting the approved application.

The company name must meet the rules. Sensitive words, a proposed connection with a public authority or exemption from the usual “Limited” suffix may require further information or particular conditions. Raise these choices before filing rather than assume every name can be registered by the same simple route.

Our team prepares and reviews work during service hours. Submission depends on complete instructions, the required checks and your approval. Companies House controls processing and incorporation; placing an order at night is not an immediate registration. Additional drafting or an application needing a different route can affect preparation time.

The company exists when Companies House registers it and issues its certificate. Paying or sending an application does not itself create it. If you have a deadline, explain it before ordering so we can discuss the work and available service without guaranteeing the outcome. Our guide to starting a CLG with Coddan explains the formation process and support.

Useful documents and first decisions for a working organisation

After successful incorporation, retain the certificate, memorandum, registered articles and relevant filed information. These show what was registered and provide the rules the company must follow. Coddan supplies the formation documents covered by the selected package; check their format and contents before ordering.

The next questions concern the company’s operation. Who will admit members, keep financial information, approve spending and deal with official correspondence? Explain those arrangements so the initial records reflect the organisation you actually intend to run.

The register of members remains a required company record. It records legal membership, not simply supporters or a mailing list. Local director, secretary and PSC registers are no longer mandatory, but the relevant Companies House information must still be maintained. Keep decision and accounting records as required.

Coddan can prepare agreed first minutes, member records and useful membership documents from the facts and decisions you approve. Membership certificates, where used, are not share certificates. Preparing a minute does not itself authorise a decision; directors and members must follow the articles and exercise their own authority.

Choose records the responsible people can use. Electronic documents may suit a committee spread across locations; printed constitutional documents or a bound set may be useful for meetings or presentation. A company seal is not a universal requirement. Record preparation and physical documents are included only where the chosen service expressly provides them.

If a bank, funder or overseas recipient asks for certified copies, notarisation, an apostille or translation, show us its requirements. The intended use determines the work; living overseas does not automatically make legalisation necessary. A London address and incorporation documents do not guarantee acceptance by a bank or other recipient. Our post-incorporation guide connects the documents with the company’s first practical steps.

A clear service agreement and help beyond incorporation

Your accepted order records the selected service and charges. Confirm the formation documents, any London address arrangement, paid period and renewal terms. Identity verification, alternative addresses, director coverage, records and later work need separate agreement unless expressly included. You need not buy continuing services merely because Coddan forms the company.

A written service agreement is available. Ask us to supply one referencing the accepted order, so the instructing customer, work and charges are recorded clearly. It can help a founding committee approve the instruction and understand what Coddan will provide.

Before incorporation, the proposed company does not exist as a contracting party. Identify the individual or existing organisation instructing Coddan and who has authority to approve the work. This keeps the service agreement distinct from the articles that will govern the new company.

After formation, maintain the registered office and email, member records and financial information. Accounts and confirmation statements are separate obligations, including where the company is dormant. Tax responsibilities depend on activity and circumstances; non-profit status or a London correspondence address does not remove them.

Coddan’s CLG secretarial services provide separately agreed help with records, changes and company administration. Our confirmation-statement service addresses that annual filing. You may want a particular task or continuing support; directors retain their responsibilities in either case.

For the current formation choices, visit our main CLG formation page. You can start online or ask the team about articles, addresses or a written agreement first.