Scottish Company Limited by Guarantee formation through Coddan

Establish your Scottish company limited by guarantee with Coddan’s online formation service and practical help from experienced people. We prepare the agreed company documents, review the information and submit the approved incorporation application. Where needed, we can also supply an Edinburgh registered office and the corresponding post-handling service.

A company limited by guarantee, often called a CLG or LBG company, has members who give a stated guarantee rather than shareholders with shares. Once incorporated, the company has its own legal identity and can hold assets, enter contracts and employ people in its own name.

Clubs, associations, community organisations and other membership bodies may use this form without seeking charitable status. A Scottish charitable company needs additional consideration of its purposes, governing restrictions and OSCR registration. Tell us what the organisation will do before selecting the documents or assuming that company formation completes its charity arrangements.

Coddan welcomes customers in Scotland, elsewhere in the UK and overseas. You do not need to travel to Edinburgh to instruct the service. Our formation-agent guide explains the provider behind the work; here, the preparation follows the requirements of a Scottish CLG.

Experienced people and clearly defined professional responsibilities

Coddan has provided formation and business-support services since 2005. A customer may know exactly how a club will operate, or may need help bringing the proposed membership, governing rules and application information together. We welcome that discussion before treating the proposal as a routine filing.

As your formation agent, Coddan prepares and reviews the information and documents included in the instruction, asks about gaps and supports the incorporation submission. For a Scottish company, that includes considering the stated jurisdiction and the Scottish registered-office arrangement alongside the people and articles.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP). Its relevant anti-money-laundering responsibilities require customer checks and an understanding of who is instructing the work, their authority and the organisation involved. An overseas founder or non-profit purpose does not remove those responsibilities.

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. We explain that service separately from the company’s incorporation application.

These are specific responsibilities, not government endorsements or authority to approve your company or charity. Companies House decides incorporation. OSCR, the Scottish Charity Regulator, decides Scottish charity registration. HMRC considers charitable tax recognition separately.

The customer benefit is an identifiable provider undertaking agreed work, with people available to discuss a question before submission. Keep the instruction proportionate: a simple, affordable formation may be sufficient for settled arrangements. Where more preparation or specialist advice is needed, we explain the available help and additional charges before you agree to it.

Choose Scottish incorporation with the registered office settled

A Scottish CLG is incorporated in the Scottish company-registration jurisdiction. It must maintain an appropriate registered office in Scotland. The place where a director lives, where a member joins from or where the organisation holds an event does not determine that jurisdiction.

A company with directors in England or overseas can be Scottish if it is incorporated in Scotland and meets the relevant requirements. Equally, an England and Wales company does not become Scottish merely because it begins working in Glasgow or appoints a Scottish director.

Coddan confirms the intended jurisdiction before preparing the application. If the organisation wants Scottish incorporation, provide a suitable Scottish registered office or select the available Edinburgh service. Our London, Manchester, Birmingham and Belfast registered-office options do not meet a Scottish company’s Scottish office requirement.

The registered office can move to another appropriate address within Scotland through the relevant Companies House filing. An ordinary address-change filing cannot move a Scottish company’s registered office into England and Wales or Northern Ireland. If changing the company’s legal arrangements is a genuine requirement, discuss the existing entity and obtain appropriate advice rather than treating it as a postal update.

The registered office is an official correspondence address, not necessarily the place where activities are carried out. An Edinburgh address service does not itself provide premises, a branch, tax residence or banking eligibility. Describe the organisation’s real management and operations accurately when dealing with banks, funders and authorities.

If a company already exists, send its name and number before ordering another formation. You may need a Scottish address change or company-record task instead. See Companies House incorporation guidance and our registered-office service for existing CLGs.

Prepare articles for your Scottish organisation’s actual work

The articles are the company’s governing rules. They explain how members and directors take decisions and the arrangements under which the company operates. Coddan helps select or prepare the suitable formation documents within the service you instruct, using your information about the intended organisation.

Model articles can suit a straightforward private CLG. Scottish incorporation does not automatically require expensive bespoke drafting. A club with ordinary membership and director arrangements may need a focused formation service, while particular voting classes, appointment rights or restrictions can call for additional preparation.

Explain what the company will do, whom it will serve and how money will be used. The CLG form alone does not impose every non-profit restriction or grant tax exemption. If income must be retained for specified purposes and assets restricted on closure, the governing document needs the appropriate provisions.

Objects describe the purposes where the articles restrict them. An ordinary company’s objects are unrestricted unless its articles restrict them. SIC codes describe activities for registered information; they do not replace the governing rules or establish charitable status.

Where Scottish charitable status is intended, consider OSCR’s requirements before the articles are finalised. The purposes, powers, asset restrictions and trustee arrangements must support the organisation’s intended charitable work. An ordinary club constitution should not be assumed suitable simply because the company will not have shareholders.

Tell us if an existing association’s activities, assets or contracts will move into the company. Incorporating does not automatically transfer them or replace its existing governing rules. Separate approvals, transfers or advice may be needed. Our objects and articles guide and charitable CLG formation guide explain relevant document choices.

Identify members, directors and the guarantee before filing

For a CLG, membership is a legal role rather than a general description of everyone connected with the organisation. Members exercise the rights given by the articles, while directors run the company. A supporter, donor, volunteer or customer is not automatically a company member.

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 satisfy the applicable Companies House identity-verification requirements.

The legal minimum is not necessarily the appropriate arrangement for your organisation. A membership body may want a wider group to appoint directors, and a charity must consider its trustee arrangements and governing requirements. Coddan asks about the intended organisation rather than assume that the fewest possible people are always sufficient.

Each member promises the guarantee recorded for them in the relevant winding-up circumstances. It is commonly £1, but the amount must be agreed and stated correctly. The guarantee is not share capital or the company’s operating budget. Funding for premises, insurance, staff or activities needs separate consideration.

Explain how further members will be admitted, when membership ends and whether rights differ between classes. The articles determine the procedures. If a corporate organisation will be a member, provide its details and identify who has authority to act for it.

A private company does not generally have to appoint a company secretary unless its articles require one. A support contact provided under a Coddan service is not automatically a formal secretary appointment. Our formation requirements checklist helps you collect the people and company information before submission.

Record the real voting and control arrangements

Coddan needs to understand who can make important company decisions. Tell us how members vote, who appoints directors and whether any person or organisation has particular powers. These facts affect the articles and the control information that must be provided to Companies House.

A CLG has no shares, but it can still have people with significant control (PSCs). Relevant tests include holding more than 25% of voting rights, having the right to appoint or remove a majority of directors, and other significant influence or control. The appropriate treatment of corporate organisations also needs consideration.

Do not assume every director is a PSC or that an organisation has no PSC because it is non-profit. An individual with special appointment rights may need to be identified even where the ordinary members have equal votes. A larger group of ordinary members may produce a different result.

Coddan reviews the control information within the instructed service and asks about unusual rights or inconsistent details. You supply the facts and explain arrangements outside the articles where relevant. If no registrable PSC is identified, the appropriate statement must still be made; the company cannot simply omit the question.

Individual PSC identity verification is separate from identifying who controls the company. Providing a Personal Code does not explain a person’s voting rights or establish that they should be recorded as a PSC. Both the underlying control information and the applicable verification details need attention.

Keep this information under review after formation. Admission or departure of members, changed voting rights or a new appointment power can affect control between annual filings. Agree any records or filing support you need with Coddan. Read official PSC guidance alongside our formation information when discussing the proposed arrangements.

An Edinburgh registered office, or your own suitable Scottish address

Coddan can supply an Edinburgh registered-office service for a Scottish CLG. It gives the company an official Scottish correspondence location where selected and agreed, without making one director’s home the public registered office.

You may instead use your own suitable Scottish address with permission. A club, association or other organisation with reliable premises and arrangements for official post may already have what it needs. Buying an address from Coddan is optional.

The office must be an appropriate physical address. Delivered documents should reach someone acting for the company, and delivery must be capable of acknowledgement. A bare PO Box is not sufficient. A professional provider’s service has to meet these requirements just as the company’s own address must.

Before using Coddan’s address, confirm the exact location, permission, correspondence arrangements, paid period and renewal terms. A selected formation package may include a stated address period; another service may require a separate order. Do not assume the formation fee covers indefinite use or every additional address facility.

The registered office is public. It does not necessarily describe the company’s trading premises, and the Edinburgh service does not automatically include commercial mail, parcels, desks or meeting facilities. Our CLG address-service guide explains the available locations and correspondence functions.

Keep post, director addresses, inspection records and email working

Under Coddan’s agreed address service, incoming post can be scanned and uploaded to the client portal free of charge. Authorised customers can read uploaded correspondence at a convenient time. Staff receive, handle and scan post during service hours; 24/7 portal access does not mean overnight scanning.

Alternatively, weekly Royal Mail forwarding can be arranged to your address. Confirm the destination, items covered and applicable forwarding charges. Free scanning does not mean free postage, and a weekly dispatch does not guarantee arrival on a particular day or extend a notice’s deadline.

A director’s service address is separate from the company’s registered office. Coddan offers director service-address arrangements in London and Aldershot, with the coverage and terms confirmed separately. That address need not follow the Scottish registered-office location rule. Companies House still requires the director’s actual residential information, normally kept off the public register.

A single alternative inspection location (SAIL) is different again: it is an optional place where specified company records are available for lawful inspection. A Scottish company’s SAIL must be in Scotland. Coddan’s London and Aldershot SAIL options do not meet that Scottish requirement. If you need an alternative Scottish inspection location, discuss the records and arrangements first; do not assume the Edinburgh postal service includes their custody or inspection.

The company also needs an appropriate registered email address monitored by someone acting for it. Companies House does not publish it. A registered-office purchase does not automatically supply or manage the email account.

Decide who checks email, portal correspondence and forwarded originals. Update authorised contacts when committee members change, and arrange required company filings separately. Receiving a letter is not an instruction for Coddan to answer it or file a return. See official address and email requirements and our SAIL and company-record guidance.

Customer checks and the Companies House Personal Code process

Coddan’s customer checks establish the instructing customer, authority and purpose of the service. We may request identity and address evidence and information about an existing organisation. Scottish incorporation does not create a different exemption from those applicable checks.

Companies House identity verification is a separate requirement. For a new company, relevant individual directors must be verified and their Personal Codes supplied for the registration filing. Individual PSCs must also provide verification details for their PSC roles within the applicable period.

A person who is both director and PSC needs the verification connected to each role as required. A Personal Code identifies an individual; it differs from the company authentication code used for company filings. Keep the information secure and provide it through the appropriate arrangements.

You can use the available direct Companies House verification service or instruct an ACSP. Tell us if a relevant person already has a valid Personal Code. They do not normally need to repeat verification simply because a Scottish company is being formed, although Coddan’s customer checks remain separate.

When Coddan verification is separately instructed

1. The individual completes Credas: follow the link, 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 the confirmation or issue the code. A code also does not certify eligibility to be a Scottish charity trustee. Read our identity-verification service guide and official role and timing guidance. Check the accepted order for any separately charged verification work.

24/7 online access with human review and Companies House submission

Coddan’s Companies House-integrated formation software supports eligible Scottish company applications. You can begin through the 24/7 customer portal, select the service and provide the requested information when convenient. We welcome founders based in Scotland, elsewhere in the UK and overseas.

Bring together the proposed name, activities, articles, Scottish registered office, registered email, members, guarantees, directors and control details. Tell us about particular appointment rights, corporate members, an existing association or intended charitable status before the documents are finalised.

Our team reviews the information and prepares the work covered by the instruction during working hours. We may ask about missing director details, address permission or a membership rule that does not match the proposed articles. Human review lets you explain a non-standard arrangement instead of relying on assumptions in an online form.

The company name must satisfy the rules. Sensitive words, a claimed public-authority connection or exemption from “Limited” may require additional evidence or governing provisions. Explain these choices early. Some applications or documents may need a different submission route or further preparation.

You approve the company details and complete the required checks before the application is submitted. Starting an order at night does not mean the team is reviewing it immediately. Companies House controls processing and the incorporation decision; the portal is not a promise of instant approval.

The company comes into existence when Companies House registers it and issues its incorporation certificate. If a grant, contract or operational deadline matters, tell us before ordering. We can discuss the preparation and available service without guaranteeing a registration date. Our CLG formation service guide explains the online service and the work behind it.

Scottish charitable companies, OSCR and the SCIO alternative

If charitable status is intended, tell Coddan before the company is incorporated. Companies House incorporation, OSCR charity registration and HMRC recognition for charitable tax purposes are separate processes. A company number is not a Scottish charity number or an HMRC charity reference.

OSCR assesses the Scottish charity test: the organisation must have only charitable purposes and provide public benefit in achieving them. Its governing document must restrict assets to charitable use, and other statutory conditions apply. Being non-profit or promising to help the community does not settle the test.

Explain the beneficiaries, activities, funding, access restrictions and any private benefits. Do not wait for an England and Wales income threshold before addressing Scottish charity registration. The Scottish rules govern representing the organisation as a charity in Scotland. Read OSCR’s charity-test guidance and its registration guidance.

Coddan provides Scottish charitable-company formation and essential OSCR preparation and submission support under the relevant agreed service. This includes preparation of the applicable registration information and supporting documentation within scope. You provide the facts, trustee declarations and approvals; assistance with additional regulator questions follows the work agreed. We do not guarantee OSCR’s decision.

A Scottish Charitable Incorporated Organisation (SCIO) may be more suitable where an incorporated charity registered through OSCR fits the organisation better than a company. It is not incorporated at Companies House and is distinct from an England and Wales CIO. A Scottish CLG order should not be treated as a SCIO application; settle the structure before ordering.

If a charity or company already exists, send its documents and any OSCR correspondence. A transfer or change of legal form may require separate steps and advice, not another ordinary company formation. Cross-border activities can create additional registration questions.

HMRC recognition for Gift Aid or other charitable tax relief must also be considered separately. Recognition and particular reliefs have conditions; OSCR registration does not make every receipt or purchase tax-free. Our charitable CLG and registration service explains the Scottish assistance available, and HMRC guidance explains charitable tax recognition.

Receive useful documents and put the Scottish company into working order

After incorporation, retain the certificate, memorandum, registered articles and relevant filed information. These identify the company and provide the rules for its members and directors. Coddan supplies the formation documentation included in the selected service; check the actual documents and delivery format before ordering.

The first practical questions concern how the company will operate. Who approves spending, deals with correspondence, admits members and keeps financial records? Record authorised decisions and follow the articles. A private CLG does not universally have to hold an AGM; check its own governing rules.

The register of members remains required and should reflect legal membership. Local director, secretary and PSC registers are no longer mandatory, but the relevant Companies House information must remain current. Decision and accounting records have their own requirements.

Agree where inspection records will be kept. A registered-office service does not automatically include custody and maintenance of every record. If the company uses a SAIL, it must be Scottish and the appropriate notifications must be made. An online document copy alone does not settle lawful inspection arrangements.

Coddan can prepare agreed first minutes, member records and relevant membership documents from the information and decisions you approve. Membership certificates are not share certificates. Electronic, printed or combined materials should suit the people who will use them; printed bundles and company seals are not universal formation requirements.

A bank, funder or overseas recipient may ask for specific evidence, certified copies or legalised documents. Show us its requirements before ordering further documentary work. Overseas residence alone does not make notarisation or an apostille compulsory, and registration does not guarantee banking or funding.

Keep financial records from the outset and identify the applicable tax and reporting obligations. Scottish charitable companies also have OSCR duties alongside Companies House filings. Our post-incorporation guide explains the company’s first steps; initial record preparation and continuing services follow the accepted order.

A written agreement and continuing support on clear terms

Your accepted order identifies the selected services and charges. Confirm the company-formation documents, Scottish address arrangements, any verification work and any Scottish charity-registration support. Additional records, alternative facilities and later filings are separately agreed unless expressly included.

A written service agreement is available. Ask Coddan to supply one referencing the accepted order, so the customer, work and charges are recorded clearly. It can help a founding committee approve the instruction and give everyone the same understanding of what is being provided.

Before incorporation, the proposed company does not already exist as a contracting party. Identify the person or existing organisation instructing Coddan and who has authority to approve the work. The service agreement is separate from the articles governing the company after registration.

Directors remain responsible for maintaining the office and registered email, company information, member records and financial records. Annual accounts and confirmation statements are separate obligations, including where the company is dormant. Tax duties depend on its activity and circumstances; charity duties apply separately where relevant.

Coddan’s CLG secretarial services can provide focused or continuing help with company records, changes, minutes and filings. The confirmation-statement service concerns a particular company filing; it does not replace accounts or OSCR reporting. Agree accounting, tax or charity-reporting work separately where needed.

Use our Scottish CLG formation page for the existing Scottish service, or explore the main CLG formation guide. Confirm the selected order and any renewal charges with Coddan before payment.