UK CLG formation for overseas residents, with people to help

You can instruct Coddan to form a UK company limited by guarantee while living outside the UK. Whether you are establishing a club, association, community organisation or charitable company, we help bring together the people, documents and application information needed for the agreed registration work.

A Company Limited by Guarantee, also called a CLG or LBG company, has guarantor-members rather than shareholders holding shares. Incorporation gives it a separate legal identity. The company can enter contracts and hold assets in its own name, while its members exercise the rights set out in its articles.

Overseas customers often need more than a place to enter a company name. You may want to discuss the right UK jurisdiction, correspondence arrangements, suitable articles or how a committee in different countries will make decisions. Coddan offers a simple online starting point and experienced people to ask.

Read why customers choose Coddan as their formation agent for our wider service. This page explains the practical arrangements for founders and organisations based abroad.

An established formation agent with clear responsibilities

Coddan has provided company-formation and business-support services since 2005. Our formation work involves understanding your instructions, reviewing the supplied information, preparing the agreed documents and submitting the approved incorporation application. You can discuss a straightforward order or explain circumstances that do not fit an ordinary form.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP) for anti-money-laundering purposes. Relevant services carry customer-check responsibilities: we establish who instructs us, their authority, the organisation’s control and the purpose of the work. This is particularly important when several people or an existing overseas organisation are involved.

We are also registered with Companies House as an Authorised Corporate Service Provider (ACSP). Where its identity-verification service is instructed, Coddan reviews the evidence and submits the verification confirmation when satisfied. That role is different from preparing the company’s articles or conducting our own customer checks.

The benefit is an identifiable provider behind the accepted work, with people to answer preparation questions and clear responsibility for the agreed documents and submissions. These registrations are not government endorsements or authority to provide legal, tax or insolvency advice. You can retain your own advisers alongside our company services.

You can check the Companies House formation-agent list and ACSP list before instructing us.

Choose England and Wales, Scotland or Northern Ireland

The company’s registration jurisdiction determines where its registered office must be maintained. It is not decided by a director’s nationality, home country or the location of every activity. Tell Coddan where the organisation intends to operate and why it wants a particular UK registration.

A routine registered-office change cannot move the company between these jurisdictions. Charitable proposals also need the relevant regulator and genuine circumstances considered; choosing a postcode does not settle charity eligibility. An existing foreign organisation does not become this new UK company simply because its founders instruct formation.

Overseas directors, guarantors and the information we need

A private CLG needs at least one member and one director, with at least one director being an individual. The same person can hold both roles. Individual directors must be at least 16, eligible to act and meet the applicable identity-verification requirements.

Directors do not have to live in the UK. There is no general company-law UK-residence requirement for guarantor-members either. The articles can impose membership conditions, and charitable trustee appointments require separate consideration. The smallest possible board is not necessarily suitable for a charity or a membership organisation.

Provide the proposed directors’ and members’ required particulars, their actual roles and agreed guarantees. For a corporate member, identify the organisation and who is authorised to act for it. We also need the proposed name, jurisdiction, activities, office, registered email and relevant control information. Our formation requirements checklist helps you gather the details.

A director’s home address and service address are different. Supply accurate residential information where required; using a correspondence service does not remove that requirement. We explain the appropriate collection arrangements for confidential information rather than ask you to attach identity documents to an initial enquiry.

Tell us who can approve the formation instruction. Before incorporation, the proposed company does not yet exist as a contracting party. Identify the individual or existing organisation ordering the service.

Prepare the purpose, articles, guarantees and control information together

Explain what the organisation will do, whom it serves and how decisions will be made. A club with a wider voting membership needs different consideration from a company controlled by a small founding group. Coddan prepares the agreed company documents around the intended arrangements.

The articles govern membership, director appointments, meetings and decisions. Suitable standard articles may be enough for an ordinary non-charitable CLG. Particular voting classes, appointment powers or charitable restrictions may need additional preparation. A private CLG is not universally required to hold an annual general meeting; its own rules matter.

Each member undertakes the stated guarantee in the relevant winding-up circumstances. The amount is commonly £1, but must be agreed and recorded correctly. It is not share capital, a subscription or the organisation’s operating budget. Being limited by guarantee does not automatically impose non-profit restrictions or confer tax exemption.

A CLG can have people with significant control (PSCs) despite having no shares. Relevant rights include more than 25% of voting rights, appointment or removal of a majority of directors, and other significant influence or control. Explain the real arrangements; a founder, director or member is not automatically a PSC merely because of that title.

Our objects and articles guide explains the constitutional choices. Sensitive name words and an exemption from “Limited” have separate requirements and should be raised before filing.

Charitable companies: three separate decisions

Company incorporation, charity registration and HMRC recognition for charitable tax purposes are separate. Tell us before formation if charitable status is intended. Exclusively charitable purposes, public benefit, restrictions on income and assets, eligible trustees and appropriate decision-making need consideration alongside the company application.

In England and Wales, ordinary charitable companies generally register with the Charity Commission when annual income reaches £5,000, subject to exempt and excepted charity rules. Eligible trustees may live abroad, but the governing document and effective participation matter. Plan meetings, approvals, conflicts and supervision of overseas activities. The Commission’s overseas-trustee guidance explains these questions.

In Scotland, OSCR applies the Scottish charity test and a separate connection requirement. It must refuse applicants with no or only a negligible connection to Scotland. Do not assume an Edinburgh mail address alone establishes a sufficient connection. Describe where the organisation is managed, its premises and activities; see OSCR’s guidance on where a charity is based.

In Northern Ireland, qualifying independent institutions governed by Northern Ireland law follow CCNI’s registration arrangements, including the Expression of Intent and call-forward process. Check current invitation arrangements; do not import the England and Wales income threshold. CCNI explains its current process.

HMRC separately requires qualifying UK-based charitable organisations and fit-and-proper management. Overseas residence does not automatically determine eligibility or relief. Coddan offers agreed charitable-company preparation and registration support; confirm the jurisdiction and application work included. A CIO or Scottish SCIO may fit better, but neither is incorporated at Companies House.

Keep the UK address and correspondence arrangements working

Your company needs an appropriate physical registered office in its incorporation jurisdiction and an appropriate registered email address. Official post and email must reach someone acting for the company; office delivery must be capable of acknowledgement. The office is public, while Companies House does not publish the registered email.

Coddan can supply London EC3, W1W, Canary Wharf and Mayfair registered-office options, plus Manchester, Birmingham, Edinburgh and Belfast. You may use your own suitable address. Confirm the exact service, permission, paid period and renewal terms before it is used.

Director service-address options are available in London and Aldershot. Member/guarantor correspondence addresses can also be arranged there and in Edinburgh and Belfast. A member’s required address record is not the same as a director’s Companies House service-address filing; the actual use and recorded information need agreement.

A single alternative inspection location (SAIL) concerns specified records and lawful inspection, not merely forwarding mail. Our London and Aldershot SAIL arrangements cannot satisfy a Scottish or Northern Irish company’s requirement for a records location in its own jurisdiction. Do not assume an Edinburgh or Belfast postal service includes SAIL custody.

An address does not itself provide occupied premises, banking eligibility or immigration rights. Tax residence and obligations require separate assessment. Read Coddan’s address-service arrangements and our SAIL and records guidance.

Customer checks and Companies House identity verification

Coddan’s anti-money-laundering customer checks establish the customer, authority, relevant control and purpose of the work. An existing overseas organisation or intermediary may need to provide supporting information. A Companies House Personal Code does not replace these checks.

Companies House identity verification is a separate process. New individual directors must be verified before incorporation and supply their Personal Codes for the application. Individual PSCs must provide verification details for their PSC roles within the applicable period. A person holding both roles must address both, rather than assume the director filing completes everything.

When you separately instruct Coddan’s verification service, the individual receives a Credas link by email or SMS and completes the requested identity-document checks and liveness selfie. Coddan reviews the evidence and manually submits the verification confirmation through its ACSP account when satisfied. Companies House issues the Personal Code. Credas does not automatically send our confirmation or issue that code.

Accepted evidence depends on the documents and circumstances. Tell us the issuing country before ordering if unsure. Additional evidence or clarification may be needed; we do not guarantee a successful result.

If already verified, tell us about the valid Personal Code; another formation does not normally require repeat verification. Keep it secure and distinguish it from the company authentication code. See our verification service for the separately instructed work.

Work remotely, with 24/7 access and human review

Coddan’s Companies House-integrated formation software supports electronic submission of suitable company applications. The customer portal is available 24/7, so you can start an order from another time zone without waiting for our office to open.

Our team reviews and replies during working hours. Online access does not mean overnight human review, immediate submission or instant incorporation. You supply the information and approvals, we prepare the accepted work, and Companies House makes its own registration decision.

Nominate a reliable contact who can collect answers from the proposed directors and members. Explain when different people can respond and who can approve changes. If an online question does not fit the organisation, ask rather than choose an answer merely to finish the form.

Under an agreed address service, incoming post is scanned and uploaded free of charge, with 24/7 access to available scans. Alternatively, weekly Royal Mail forwarding can be arranged to your nominated address. Charges and terms are agreed separately; free scanning does not mean free postage.

Staff scanning activity, portal availability and postal delivery are different. Someone in your organisation must read correspondence and act on it. Receiving or uploading a notice does not instruct Coddan to respond or file a document. General business correspondence-address use is a separate service, not an automatic facility of every official address.

Approve the documents before the application is submitted

Once the required information is available, Coddan prepares and reviews the company application and documents covered by your order. We consider the name, jurisdiction, articles, members, guarantees, directors, addresses, registered email and control information together.

Human review gives you a chance to resolve an inconsistency before it appears in the registered company. For example, an overseas association may want appointment rights not reflected in the proposed articles, or the intended charity activities may need a clearer explanation. Missing information can require further questions.

You approve the particulars and complete the required checks before submission. Some names, documents or circumstances need additional preparation or a different filing route. We explain the available work rather than promise that every application can follow an identical quick process.

The company comes into existence when Companies House registers it and issues the certificate of incorporation. Ordering, paying and submitting are earlier stages. The registrar can raise questions or reject an application; Coddan cannot guarantee acceptance or a completion date.

Tell us early about a grant, contract or other deadline. Incorporation does not transfer an existing foreign organisation’s contracts or assets, complete charity registration or secure a bank account. Our guide to starting a CLG with Coddan explains the company service and the preparation behind submission.

Receive the documents and put the company into working order

After successful incorporation, retain the certificate, memorandum, registered articles and relevant filed information. Coddan supplies the formation materials covered by your order in the agreed format. They identify the registered company and provide the rules its members and directors will use.

The next questions are practical: who can sign, approve spending, admit members, keep financial records and deal with official correspondence? The authorised people make those decisions under the articles. Coddan can prepare agreed initial minutes, member records and membership documents from the facts and decisions you approve.

The register of members remains required, with lawful inspection arrangements at the registered office or notified SAIL. It is not simply a supporters’ mailing list. Separate local statutory registers of directors, residential addresses, secretaries and PSCs are no longer mandatory, but the relevant Companies House information must remain current.

Use electronic, printed or combined records according to how the organisation works. A team spread across countries may need accessible copies, while a particular recipient may need an original. Membership certificates are not share certificates; a seal or bound presentation set is not universally required.

Start financial records promptly and identify the first company, tax and any charity-reporting obligations. Our post-incorporation guide explains the next steps. Initial organisation work and later administration should be agreed by task, not assumed from the certificate alone.

Prepare documents for overseas use only where required

A bank, funder, public authority or other recipient outside the UK may ask for evidence of the company and the people authorised to act. Obtain its written requirements before ordering further document work. The destination, document and intended use determine what is appropriate.

You may need an official Companies House document, a certified copy, notarisation, an apostille, consular legalisation or translation. These are different processes. An apostille concerns the authentication of the relevant signature or seal; it does not prove that every statement in a company document is correct.

Coddan can discuss the available company-document authentication services, preparation and delivery for the requested documents. Show us the recipient’s instructions, destination country and whether it needs originals. We confirm the available work, charges and external stages before you proceed.

Do not order every option simply because a director lives abroad. Many ordinary formation documents need no additional authentication for the organisation’s own use. A power of attorney or disputed authority may need specialist legal preparation rather than a standard certificate.

Notaries, government authorities and receiving institutions control their own requirements and decisions. No service guarantees overseas acceptance, banking access or a particular delivery date. Certification and delivery are also separate from transferring an existing organisation’s activities, contracts or assets to the UK company.

Second-year administration: agree the continuing work

Your CLG continues after its first anniversary, whether its directors live in the UK or abroad. Coddan can provide separately agreed second-year administration: a defined filing, address renewal, record update or continuing service suited to the organisation. Formation does not automatically buy the next year’s work.

Review what is already in place before choosing support. Check the current directors, legal members, voting and control information, registered office, email, inspection records and outstanding correspondence. Tell us about changes, missing records and approaching deadlines. Keep the people authorised to instruct and approve work current.

The confirmation-statement cycle, financial year, address-service period and tax accounting period do not necessarily coincide. First accounts are usually due twenty-one months after incorporation, subject to the detailed rules; later accounts follow their own timetable. Dormant companies normally still need Companies House accounts and confirmation statements.

HMRC work is separate. Where active and within Corporation Tax, notify HMRC within three months of the start of the tax accounting period. Corporation Tax payment is usually due nine months and one day after that period ends, with a required Company Tax Return generally due within twelve months. Receiving a UTR or filing accounts at Companies House does not complete those tasks.

Charitable companies also have regulator reporting and restricted-asset responsibilities. Overseas activities or management can create obligations in another country; obtain appropriate tax and legal advice rather than assume non-profit wording removes them.

Use CLG secretarial services and ongoing maintenance support to discuss the work required. Agree accounts preparation, tax and charity reporting separately. Directors retain their statutory responsibilities; reminders, monitoring and a formal company-secretary appointment apply only where expressly agreed.

Agree the service and speak with Coddan

Tell us what the organisation will do, where its people live, the intended UK jurisdiction and which arrangements are already settled. You can ask about a simple formation or explain a charitable proposal, overseas document request or second-year administration need.

A written service agreement is available. It can identify the instructing customer, accepted work, responsibilities and documents, referring to the accepted order for charges and inclusions. Confirm who supplies information, approves the prepared work and receives the completed materials.

Keep formation, verification, address services, additional documents and continuing administration clearly identified. Check paid service periods and renewal arrangements rather than assume every order includes the same combination. You may continue using your own accountant or legal adviser.