Non-charitable Company Limited by Guarantee formation through Coddan

A club, membership association or community organisation can need a company of its own without becoming a charity. A company limited by guarantee, often called a CLG or LBG, gives the organisation a separate legal identity. It has members who promise a stated contribution if it is wound up, rather than shareholders with shares.

Coddan helps you turn the proposed organisation into a registered company with suitable formation information and governing documents. You can start through our online portal, ask our team about your circumstances and choose an affordable service appropriate to the work required. We welcome both UK and overseas customers.

The benefit of instructing Coddan is having an established formation provider carry out the agreed work, with human review behind the online application. We consider what the organisation will do, who will control it and whether the proposed arrangements need further discussion before filing. A straightforward club and an association with several membership classes may need different attention.

For a wider explanation of the provider you are instructing, visit why choose Coddan as your formation agent. Ask us how the available services fit your ordinary, non-charitable guarantee company.

An experienced formation agent with TCSP and ACSP responsibilities

Coddan has provided company-formation and business-support services since 2005. That experience is useful when a customer has a practical question: can the same person be a director and member, how should a committee become a board, or what happens when new members join? Our team can explain the formation requirements and identify matters that need a different service or specialist advice.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP). This role carries anti-money-laundering responsibilities when we form companies and provide relevant company services. We must understand who is instructing us, who is involved and the purpose of the proposed organisation. For you, that means dealing with an identified provider that checks the instructions it accepts, rather than simply passing an unchecked order onwards.

We are also registered with Companies House as an Authorised Corporate Service Provider (ACSP). This registration allows us to undertake Companies House identity verification under the applicable requirements. Where you instruct that service, Coddan reviews the evidence and takes responsibility for the verification confirmation it submits.

Our formation work brings these responsibilities together: prepare the agreed application, review the information, resolve questions with the customer and submit through the appropriate route. TCSP supervision concerns our customer-check obligations; ACSP registration concerns specific Companies House responsibilities. Neither description is a guarantee that a proposed company will be accepted.

You can read Companies House guidance on using an ACSP and HMRC guidance on trust or company service providers. If you are comparing services, ask what work the provider will actually undertake and what documents you will receive.

Start with what your non-charitable organisation needs

Tell us what the organisation will do, who it will serve and how it will receive money. A sports club funded by subscriptions, a trade association representing members and a community group charging for activities can all have different operating arrangements. Describing the real activity helps us discuss the appropriate formation service and documents.

A non-charitable CLG is incorporated at Companies House. It does not gain charitable status or automatic tax exemptions simply because it has no shares, describes itself as non-profit or intends to reinvest its surplus. If the aim is to establish a charity, tell us before ordering so the charitable-company or other appropriate route can be considered separately.

For an organisation that intends to keep its income for its work, the articles should deal properly with how profits and assets may be used. You may also need rules about membership, director payments, conflicts of interest or what happens to remaining assets on closure. These decisions should reflect the organisation's purposes and any funding conditions you expect to accept.

Incorporation allows the company to enter contracts and hold assets in its own name. It does not automatically transfer an existing club's bank account, lease, property or agreements into the new company. Tell us if an unincorporated organisation already exists: its committee may need to approve the move, and transfers or third-party consent may require separately arranged advice.

A CLG is also different from a community interest company, a charitable incorporated organisation or a right to manage company. Ask before ordering if any of those descriptions applies. For the wider choices, see our guide to starting a non-profit company and non-profit registration guide. Coddan can help you identify the formation work to discuss without treating every organisation as the same case.

Start online at any time, with help from our team

Our Companies House-integrated formation software provides an online route for supplying the information needed for an eligible company application. It connects the formation process with electronic submission to Companies House, while Coddan undertakes the agreed preparation and review. You can start online if your requirements are straightforward or contact us first if a point needs discussing.

The customer portal is available 24/7. That is useful if committee members have daytime jobs, you are working on the application in the evening or the people involved live in different time zones. Online access lets you work at a convenient time; it does not mean Coddan staff review applications throughout the night or that Companies House makes decisions immediately.

Human review takes place during our working hours. Submission depends on having the required information, completed checks, appropriate instructions and any necessary payment. Companies House then processes the application through its own systems and working arrangements. An incomplete application or a question about the name, people or articles can affect the time needed.

Overseas customers can instruct Coddan to form a UK CLG. Directors do not have to live in the UK, but the company needs an appropriate registered office in its UK jurisdiction. We will explain the information and evidence required for the people involved. Company formation does not itself provide a visa, permission to work in the UK or guaranteed access to a bank account.

If you are unsure which service to select, send a short description of the organisation and your questions through our contact page. It is easier to discuss an unusual membership rule or overseas document before submitting an order than to discover afterwards that the proposed arrangements need different work.

Agree the members, directors, guarantee and control arrangements

A CLG needs at least one member, also called a guarantor, and at least one individual director. The same individual can hold both roles. An individual director must be at least 16 and eligible to act. The articles may require more people or particular appointment arrangements, so the legal minimum is not always the right arrangement for your organisation.

Members and directors have different jobs. Members exercise the rights given by the articles, including voting on relevant company decisions. Directors manage the company's affairs and carry legal responsibilities. A club may call its directors the committee, but the people appointed as company directors still have directors' duties.

The guarantee is the amount each member undertakes to contribute in the circumstances stated in the company's constitution if the company is wound up. A figure of £1 is common. It is not a share, an investment value or necessarily the annual membership subscription. Explain the intended amount so the formation information and articles agree. Limited liability does not remove liability arising from a separate personal guarantee or a director's own misconduct.

We also need to understand who controls the company. People with significant control, known as PSCs, can include someone holding more than 25% of the voting rights or rights to appoint or remove a majority of directors. Other control arrangements can matter too. A person is not automatically a PSC merely because they are a member or director, and a company with no individual PSC must still give the appropriate information.

Tell us about different voting classes, vetoes, appointment rights or a corporate member. We can then ask for the information relevant to the proposed arrangement. Keep the distinction between ordinary club membership and legal company membership clear. Our formation requirements guide gives the detailed checklist, while Companies House PSC guidance explains the control tests.

Customer checks and Companies House identity verification

Coddan's customer checks and Companies House identity verification serve different purposes. Our anti-money-laundering checks help us establish who is instructing us, who is involved in the organisation and the reason for the service. We may request identity and address evidence, information about the organisation or further explanation where necessary.

Companies House identity verification establishes an individual's verified identity for relevant company roles. New individual directors must be verified before incorporation and their Personal Codes supplied with the application. PSCs have their own requirements for providing verification details. Someone who is both a director and a PSC must ensure the code is connected to both roles as required.

You can verify directly through the available Companies House service or instruct an ACSP. If you already have a valid Companies House Personal Code, tell us. You do not normally need to repeat verification simply because you are forming another company, although Coddan still has to complete the customer checks applicable to its own service.

How Coddan uses Credas when you instruct verification

1. You complete the checks. The individual follows the Credas instructions, provides the requested identity evidence and completes the required live facial check.
2. Coddan reviews the evidence. Our team considers the results and any further information needed to satisfy the Companies House verification requirements.
3. Coddan submits the confirmation. When satisfied, we manually submit the verification confirmation through our Companies House ACSP account.
4. Companies House issues the Personal Code. It sends the code to the individual's email address supplied for verification. Keep that address accurate and accessible.

Credas supports the checks; it does not automatically send an approved identity straight to Companies House or issue the Personal Code. Our identity verification guide explains the service. Guidance about verification and a separately instructed verification service are different: confirm the work and charge in your accepted order. The official verification guidance explains the requirements for each role.

Suitable articles for the way your organisation will work

The articles of association are the company's governing rules. They should help the members and directors make decisions, admit members, appoint directors and deal with changes. A document that can be filed is not necessarily sufficient for every arrangement a club or association intends to use.

Tell Coddan how you want membership to work. Will all company members vote? Will organisations as well as individuals join? How will members leave, and who appoints the directors? If your club has junior, social or non-voting participants, decide whether they are to be company members or simply users of its activities. The formation documents need to reflect that distinction.

For a straightforward non-charitable CLG, suitable standard provisions may be sufficient. More specific membership classes, appointment rights or restrictions may need separately agreed document preparation or professional advice. We discuss the document service required rather than assuming that every customer needs bespoke articles or that one standard document fits every organisation.

A company's objects are unrestricted unless its articles specifically restrict them. You can nevertheless choose defined purposes where that is appropriate for the organisation. The description of activities used for a SIC code, which classifies the company's work at Companies House, is not a substitute for a restriction in the articles. See our guide to objects and articles for the distinction.

If you intend to reinvest all surplus, restrict distributions or direct remaining assets to another organisation on closure, raise those requirements before the documents are settled. Likewise, tell us about proposed payments to directors or members so the relevant authority and conflicts can be considered. Calling the company non-profit does not settle those questions.

The memorandum records the initial members' agreement to form the company. The articles govern its continuing operation. Coddan prepares the agreed formation documents using the instructions supplied; where specialist legal advice is needed, we explain that requirement before treating it as part of a standard service.

Human review before the application goes to Companies House

Before submitting the agreed application, Coddan reviews the information for the formation service instructed. This includes the proposed company name, jurisdiction, addresses, people involved, guarantee and governing documents. We look for missing information and points that need clarification with you.

For example, the application may name one person as the sole member while the instructions describe a committee with equal voting rights. A proposed company name may suggest charitable status that the customer does not intend to seek. A director's details may differ from the details used for identity verification. Asking about such points before submission helps avoid registering arrangements the customer did not intend.

Give us the authority to proceed and accurate details for each person. Tell us if someone is acting on behalf of an existing club, another organisation or an overseas member. Where several people are involved, agree who will provide instructions and respond to questions. That makes it easier to resolve outstanding matters without contradictory answers.

Our integrated software supports eligible electronic applications. Less standard circumstances can require additional preparation or a different filing route. We explain what is needed when reviewing the proposed work. Online ordering is convenient, but the application must still meet the registrar's requirements.

Companies House decides whether to incorporate the company. A certificate of incorporation confirms that registration has taken place; starting an order or receiving a payment acknowledgement does not. Wait for confirmation before representing the organisation as an incorporated company or entering an agreement on that basis.

If you have a deadline for a meeting, contract or funding application, tell us early. We can discuss the service available and the information required, while keeping preparation time separate from Companies House processing. Our guide to forming a guarantee company with Coddan provides further information about starting the application.

An address and correspondence arrangement that works for you

Your company needs an appropriate registered office where official correspondence can reach it and delivery can be acknowledged. The address must be in the jurisdiction where the company is registered: England and Wales, Wales where applicable, Scotland or Northern Ireland. A company registered in Scotland cannot use a London address as its registered office.

You may use your own suitable address. Buying an address service is a choice, not a condition of forming a CLG through Coddan. Consider who will receive letters, what happens when a volunteer moves and whether you want a home address shown publicly. The company also needs a registered email address that is monitored; this email is not published on the public register.

Where an address service is wanted, Coddan offers registered-office options in London EC3, W1W, Canary Wharf and Mayfair, together with Manchester, Birmingham, Edinburgh and Belfast. Availability, the chosen location and the service arrangements are confirmed for your order. These services can support a new formation or an already registered CLG.

A director's service address is for that person's official correspondence and is a different function from the company's registered office. A SAIL, or single alternative inspection location, is an optional place for keeping specified company records available for inspection and must meet its own requirements. Coddan offers director service-address and SAIL arrangements in London and Aldershot; the location must suit the purpose and, for SAIL, the company's jurisdiction.

Under our agreed address-service arrangements, clients can access scanned incoming post through the portal, with scanning and uploading provided free of charge. Weekly Royal Mail forwarding is an alternative; confirm the forwarding arrangement and postal charges. Portal access does not set staff scanning hours or postal delivery times.

Read our formation address-service guide when choosing an address. The CLG secretarial address page explains ongoing address administration for an existing company.

Useful documents and a company ready for its first decisions

After incorporation, you need to be able to find and use the company's documents. The certificate confirms the registered company; the memorandum identifies the initial agreement to form it; the articles set out its rules. Check the registered name, number and details when the formation is complete, and keep accessible copies for the people responsible for the organisation.

The formation documents are also a starting point for a bank-account application, a landlord's enquiries or another organisation checking your status. Each recipient sets its own requirements. Incorporation does not guarantee a bank account, and an overseas recipient may request certified or legalised documents. Tell us what the documents are needed for so any additional work can be agreed.

A CLG must maintain its register of members. It records legal company membership and needs updating when members join or leave. A list of people attending activities or paying club subscriptions may not be the same list. Decide who will administer membership and keep the register available at the appropriate location.

Local registers of directors, secretaries and PSCs are no longer mandatory under the current rules, but the relevant Companies House information must still be kept up to date. The member register remains a company responsibility. This makes it important to distinguish the company's own records from information filed on the public register.

Early decisions may include banking authority, arrangements for official mail, admission of further members, financial record keeping and approval of the company's operating arrangements. Record decisions properly and follow the articles. A private CLG does not universally have to hold an AGM; its own articles and circumstances determine the meeting arrangements.

Coddan can provide agreed help with initial records, first decisions and useful supporting documents. Digital copies, printed documents and further record preparation depend on the service selected; confirm your deliverables rather than assuming every item is included. Our post-incorporation guide explains how the registered company becomes a working organisation.

Clear instructions, a written agreement and continuing support

Your accepted order identifies the selected formation service and charges. It should also make clear any separately instructed verification, address, document or ongoing work. A simple formation can remain a simple purchase; you do not have to take continuing services merely because you form the company through Coddan.

A written service agreement is available if you would like one. It gives a clear record of who is instructing Coddan, the work agreed and the charges, with reference to the accepted order. This can be useful when a committee needs to approve an instruction or several people want the same understanding of the service. Ask us to supply it for the work you intend to order.

Where the company has not yet been incorporated, identify the person or existing organisation placing the instruction. The proposed company does not already exist as a contracting party. Tell us who is authorised to instruct and pay so the records reflect the actual arrangement.

After formation, the directors remain responsible for running the company and meeting its obligations. Annual accounts and confirmation statements continue to matter, including when the company is dormant. HMRC requirements depend on the company's activity and circumstances; non-charitable or non-profit descriptions do not themselves remove tax obligations. Arrange appropriate accounting advice where needed.

Coddan's CLG secretarial services hub explains separately agreed help with company administration, records and changes. For a particular annual filing, see CLG confirmation statement support. We can discuss appropriate continuing work and any renewal arrangements without treating formation as an automatic instruction for all later services.

A volunteer handover, new director or change in member voting rights can create work between annual filings. Tell us what has changed and what assistance you need. Keeping help available from the provider that formed the company can make it easier to explain its history, while the scope and charge for each further service remain clear.

Choose the help you need and take the next step

You may be ready to register a straightforward club company, or you may still need to settle who will be a legal member and how directors will be appointed. Coddan welcomes both. Start with the work your organisation needs and select the service that covers it, adding separately agreed help only where it is useful.

Before contacting us, a short description is enough to begin the conversation: the organisation's activities, the proposed name, the people who will be members and directors, where it will be registered and any unusual voting or payment arrangements. Tell us about an existing club or association whose affairs will move into the new company.

For a simple online formation, use the available service choices on our main CLG formation page. If you need to discuss the proposed company, documents or written agreement first, contact Coddan. Our team can explain the work and charges before you proceed.