We use cookies on this website, you can read about cookies and GDPR Privacy Policy here
Coddan CPM Ltd. – Company Registration Agent in the UK

Follow a practical route from defining your community-focused organisation to establishing the appropriate CIC limited-by-guarantee structure, preparing the required information and completing incorporation.

Step 1
Define Community Purpose
Step 2
Assess CIC Structure
Step 3
Establish Governance Requirements
Step 4
Prepare Formation Information
Step 5
Complete CIC Incorporation
Step 6
Establish Ongoing Compliance
Companies Registry's e-Services Portal Non-For-Profit Companies Secretarial Services for CLGs Community Interest Company Limited by Guarantee Formation with Company Secretarial Support

Community Interest Company Limited by Guarantee Formation with Company Secretarial Support

CIC Limited by Guarantee Formation

Establish a Community Interest Company Limited by Guarantee

Establishing a Community Interest Company (CIC) limited by guarantee starts with the organisation you are trying to create — its community purpose, activities, people and intended way of operating.

You provide the practical facts about the proposed organisation. Coddan can then translate those circumstances into the appropriate CIC limited-by-guarantee establishment framework, prepare the relevant company and CIC material, consider the membership, governance and company-secretarial position, and implement the appropriate registration route.

The page gives you more than one way to proceed. You can recognise which level of CIC-LBG establishment fits the organisation, compare the four establishment models, see the professional support Coddan can provide where it is genuinely needed, or follow the complete establishment journey in greater depth.

1

Start with the organisation

Explain what you are trying to establish, who or what community it is intended to benefit and what you expect the organisation to become.

2

Describe the purpose and activities

Tell us what the organisation intends to achieve and what it will actually do. You do not need to translate those facts into CIC terminology yourself.

3

Recognise the establishment model

A straightforward CIC, a membership or governance-sensitive organisation, a fuller corporate establishment and a CIC with particular circumstances require different levels of professional treatment.

4

Coddan translates and supports

Coddan brings the facts together, implements the appropriate CIC limited-by-guarantee establishment route and can provide additional corporate, governance or compliance support where the organisation actually requires it.


Start Your Business Today: Fast Formation Services to Meet All Compliance Standards
£249.00
+VAT

Essential Formation™

Recommended for

1
package

Buy Now Essential CIC-LBG Essential Formation — £249. Including the £115 Companies House CIC registration fee · A straightforward professional starting point
CIC-LBG Essential Formation is designed for organisations that already know they want to establish a Community Interest Company limited by guarantee and whose intended structure is relatively straightforward. You provide information about the organisation, its community purpose, activities, directors and members or guarantors; Coddan reviews the information, prepares the CIC and company formation material within the package scope and implements the incorporation application.

Essential CIC-LBG Formation for a Straightforward Organisation
The formation is designed for a relatively straightforward Community Interest Company limited by guarantee where the intended directors, members or guarantors and governance arrangements are already reasonably clear. Coddan professionally reviews the information supplied, prepares the CIC establishment information and relevant company formation material, prepares the community-interest statement and implements the incorporation application using the appropriate standard CIC-LBG constitutional framework. Following successful registration, you receive the core digital establishment documentation for the newly incorporated CIC.
Included:
• Review of the proposed CIC and formation information
• Practical community-purpose and activities information
• Preparation of the CIC establishment information
• CIC36/community-interest statement preparation
• Appropriate standard CIC-LBG constitutional framework
• Incorporation preparation and Companies House submission
• £115 Companies House CIC registration fee
• Digital certificate of incorporation
• Digital memorandum and articles
• Digital establishment documents within the package scope
Transparent pricing: The package is £249 including the £115 Companies House CIC registration fee. The remaining amount covers Coddan's professional service for preparing and implementing the straightforward CIC-LBG formation route. Need something else? Additional professional services can be considered separately where your circumstances require them.



£329.00
+VAT

Governance Formation™

Recommended for

2
package

Buy Now Recommended Choice CIC-LBG Governance Formation — £329. Including the £115 Companies House CIC registration fee · Establish your CIC with its membership and governance arrangements professionally considered.
CIC-LBG Governance Formation is designed for organisations where the relationship between directors, members or guarantors and the intended governance arrangements needs greater professional consideration before incorporation. You provide information about your organisation and the people involved; Coddan reviews how those people are intended to participate, considers the membership and governance arrangements and professionally translates them into the appropriate CIC limited-by-guarantee formation and constitutional framework.

Professional CIC-LBG Membership and Governance Formation
This package provides everything appropriate from CIC-LBG Essential Formation, together with a more developed professional review of the relationship between the proposed directors, members or guarantors and the intended governance arrangements. Coddan considers who is intended to participate as members or guarantors, whether the directors and members are the same people or whether there will be a wider membership, and how those relationships should be reflected within the appropriate CIC-LBG constitutional framework.
Included:
• Everything appropriate from CIC-LBG Essential Formation
• Professional review of the proposed directors and members/guarantors relationship
• Assessment of the intended membership arrangement
• Review of the intended governance arrangements
• Consideration of how members are intended to participate in decision-making
• Selection and preparation of the appropriate CIC-LBG constitutional framework
• Initial governance implementation documents within the defined package scope
• Appropriate digital corporate record
• CIC-LBG incorporation preparation and Companies House submission
£115 Companies House CIC registration fee
Transparent pricing: The package is £329 including the £115 Companies House CIC registration fee. The package provides additional professional consideration of the organisation's membership and governance arrangements where these require more than a straightforward formation treatment.



£449.99
+VAT

Complete Establishment™

Recommended for

3
package

Buy Now Complete Establishment CIC-LBG Complete Corporate Establishment — £449. Including the £115 Companies House CIC registration fee · Establish your CIC with its initial corporate and governance framework in place.
CIC-LBG Complete Corporate Establishment is designed for organisations that want more than incorporation and want their Community Interest Company limited by guarantee established with its initial corporate and governance framework properly put into place. You provide information about the organisation, its community purpose, activities and people; Coddan professionally considers the formation and governance requirements, prepares the appropriate establishment material and implements the CIC-LBG formation together with the initial corporate framework within the package scope.

Complete CIC-LBG Establishment With Its Initial Corporate Record
This package combines the CIC-LBG formation and membership and governance work with broader initial corporate implementation, so that the organisation's early corporate record is established alongside its incorporation. Coddan prepares the appropriate first-board or initial governance documentation as applicable, establishes the relevant company registers and membership or guarantor records, and prepares resolutions, minutes and other agreed establishment documents within the package scope. The company-secretarial position is considered as part of the establishment process without assuming that every CIC limited by guarantee must appoint a company secretary or purchase continuing secretarial support. Corporate establishment documents can be supplied digitally and, where included in the final package specification, professionally prepared in printed format.
Included:
• Everything appropriate from CIC-LBG Governance Formation
• First-board or initial governance documentation, as applicable
• Statutory/company registers in digital form
• Membership/guarantor establishment records, as applicable
• Resolutions and minutes required within the establishment scope
• Review of the company-secretary position rather than automatic appointment
• Initial company-secretarial and governance setup within the package scope
• Professionally prepared corporate establishment record
• Digital corporate and establishment documents
• Printed establishment documents where included in the final package specification



£579.00
+VAT

ProImplementation™

Recommended for

4
package

Buy Now Particular Circumstances CIC-LBG Particular Circumstances & Professional Implementation — from £579. Including the £115 Companies House CIC registration fee · Professional treatment for a CIC that does not fit an entirely standard establishment route.
CIC-LBG Particular Circumstances & Professional Implementation is designed for organisations where a material feature of the proposed Community Interest Company limited by guarantee requires additional professional consideration before incorporation. You provide information about the organisation and the circumstance that makes the proposed establishment less straightforward; Coddan identifies what that circumstance changes, applies the appropriate professional treatment and implements the CIC-LBG formation route proportionately, while keeping standard treatment standard wherever it properly fits.

Proportionate Professional Treatment for Non-Standard CIC-LBG Circumstances
This package identifies the material circumstance affecting the proposed CIC and concentrates additional professional work on the issue that genuinely requires consideration. This may involve particular director, member or governance arrangements, an existing organisational connection, overseas participants, property or assets, or another material circumstance. Coddan implements the appropriate treatment within the agreed scope while keeping standard elements of the CIC standard wherever they properly fit.
Included:
• Everything appropriate from CIC-LBG Complete Corporate Establishment
• Professional consideration of the defined material circumstance
• Consideration of relevant director, member, guarantor or governance arrangements
• Consideration of other relevant organisational circumstances, where applicable
• Proportionate professional interpretation and implementation
• CIC-LBG formation and incorporation implementation within the agreed scope
• Identification and agreement of work materially beyond the package scope
£115 Companies House CIC registration fee
Transparent pricing: From £579 including the £115 Companies House CIC registration fee. Additional professional work is focused on the circumstance that genuinely requires it, while standard aspects remain standard where appropriate.




I Know the Route I Want

I Already Want a CIC Limited by Guarantee

If you are already pursuing a CIC limited by guarantee, you do not need to begin with a comparison of every other legal structure. This page follows that specialist establishment route.

Start with your organisation and circumstances. The technical CIC limited-by-guarantee machinery follows from there.

Go to the service-fit checkpoint →
I Know the Organisation

I Know What We Want to Do — Not the Technical CIC Machinery

Explain the organisation in ordinary terms: its community purpose, activities, directors, members or guarantors, and how you expect it to operate. You do not need to design the articles, governance machinery or CIC documentation yourself.

You provide the organisational reality. Coddan performs the professional translation within the CIC limited-by-guarantee route.

Start with the organisation →
What Does Coddan Actually Do?

I Mainly Want to Understand the Professional Establishment Work

The service goes beyond entering company details into a filing system. The journey brings together the CIC-specific requirements, directors and members, governance, articles, company-secretarial position, registration and establishment record.

The professional value lies in bringing those elements together coherently before the organisation is put into effect.

See how the route comes together →
I Need the Short Route

I Have Limited Time — Show Me the Essential Route

You do not need to read every technical detail before understanding the journey. Start with the organisation, confirm that the CIC limited-by-guarantee service fits, let the relevant facts converge professionally, and then move into implementation and the service decision area.

Organisation Service fit Professional convergence Implementation
Go to implementation → Your package / service decision area follows this stage.
Four CIC-LBG Establishment Models

Choose the Package by the Organisation You Are Establishing

These four packages are specifically for the formation of a Community Interest Company limited by guarantee. They are not four grades of the same formation service. Each is designed for a different establishment job and a different set of organisational circumstances.

A straightforward organisation should not be made unnecessarily complicated, while an organisation whose membership, governance, corporate implementation or particular circumstances require greater professional treatment should not be forced through a basic formation route. The appropriate package is therefore the one that fits what is actually being established.

Straightforward Establishment

CIC-LBG Essential Formation

£249
Includes the £115 Companies House CIC registration fee

For an organisation whose intended directors, members or guarantors and governance arrangements are already reasonably clear and can properly proceed through the straightforward CIC-LBG establishment route.

The job: professionally prepare and implement a properly considered straightforward CIC limited-by-guarantee formation.
View Essential Formation →
Membership & Governance

CIC-LBG Governance Formation

£329
Includes the £115 Companies House CIC registration fee

For an organisation where the relationship between directors, members or guarantors, wider participation and intended decision-making needs greater professional consideration before incorporation.

The job: translate the organisation's people and intended participation into the appropriate CIC-LBG membership, governance and constitutional framework.
View Governance Formation →
Complete Corporate Establishment

CIC-LBG Complete Corporate Establishment

£449
Includes the £115 Companies House CIC registration fee

For an organisation that wants the work to continue beyond the incorporation event so that its initial corporate, membership and governance framework is put into place as part of establishment.

The job: establish not only the CIC but also the initial corporate record through which the newly incorporated organisation can begin its corporate life.
View Complete Establishment →
Particular Circumstances

CIC-LBG Particular Circumstances & Professional Implementation

From £579
Includes the £115 Companies House CIC registration fee

For a proposed CIC where a material organisational, membership, governance, participant, asset, property or other circumstance changes what needs to be considered before the company is established.

The job: identify what the particular circumstance actually changes and concentrate the additional professional treatment on that issue while keeping standard matters standard.
View Particular Circumstances →
Compare the Establishment Models

What Changes From One Package to Another?

Every package leads to the same fundamental destination: an appropriately established CIC limited by guarantee. The difference is the professional job Coddan is being asked to perform around that establishment.

Compare by circumstance Essential
£249
Governance
£329
Complete
£449
Particular
From £579
Designed for A straightforward CIC-LBG with reasonably clear people and governance arrangements. A CIC where membership, guarantor and governance relationships need greater consideration. A CIC that should begin life with its initial corporate and governance record put into place. A CIC where a material circumstance changes the ordinary establishment treatment.
Main professional job Review, prepare and implement the straightforward CIC-LBG formation route. Translate the intended directors, members and participation into the appropriate governance and constitutional treatment. Carry the formation through into the CIC's initial corporate and governance implementation. Identify the material circumstance and apply focused, proportionate professional treatment to it.
Membership & governance treatment Appropriate for a straightforward and reasonably clear arrangement. Greater professional consideration of membership, participation and decision-making relationships. Governance considered and then carried into the initial corporate establishment record. Particular treatment where the organisation's relationships or circumstances require it.
Establishment outcome Incorporated CIC-LBG with its core digital establishment documentation. Incorporated CIC-LBG with its membership and governance relationships professionally considered. Incorporated CIC-LBG with a more complete initial corporate, membership and governance record. Incorporated CIC-LBG with the identified particular circumstance professionally addressed within the agreed scope.
How to recognise the fit "Our organisation and arrangements are straightforward." "We know who is involved, but the membership and governance relationships need translating." "We want the organisation properly established for its corporate life, not merely incorporated." "There is something material about our circumstances that does not fit an ordinary establishment route."
Companies House CIC fee £115 included £115 included £115 included £115 included
Not sure which model fits?
Explain the organisation, its community purpose, activities, directors, members or guarantors and intended governance in ordinary terms. You do not need to diagnose the constitutional or CIC requirements yourself. Coddan can identify which level of CIC-LBG establishment fits the circumstances presented.
Support Around the CIC

Support the CIC Can Call On — When the Organisation Actually Needs It

Establishing a CIC limited by guarantee does not mean that every additional corporate, governance, accounting or document service is automatically required. Different organisations need different support at different stages of their corporate life.

Coddan can provide the relevant support where it arises from the organisation's circumstances. The services below are therefore not a checklist to purchase. They show the professional capability available around the CIC when a particular job needs to be done.

Establish & Protect

Address, Identity and Establishment Support

These services support the practical establishment of the CIC where the organisation needs an address arrangement or identity-verification route alongside formation.

Registered office address
Professional registered-office service, with location options available according to the organisation's requirements.
From £35 / year
Director / PSC correspondence address
Correspondence-address support for directors or persons with significant control where required.
£15 / person / year
Director identity verification
Standard identity-verification support for a director.
£40
PSC identity verification
Standard identity-verification support for a person with significant control.
£40
Non-standard / manual identity verification
For identity-verification circumstances requiring additional professional handling beyond the standard route.
From £125
Put the Corporate Record in Place

Governance, Registers and Corporate Documents

Where the CIC needs a fuller establishment record, Coddan can prepare the corporate and governance materials that support the organisation after incorporation.

Digital statutory / company registers
£5
Printed statutory / company registers
£12
First board meeting / initial governance documents
£5
Membership / guarantor certificates and records
£7.50
Professionally printed constitutional documents
£18
Company rubber stamp / seal
£18
Company-secretarial / governance support
Continuing professional administration where the organisation actually requires it.
From £125 / year
Run the CIC

Annual Corporate, CIC and Accounting Support

After establishment, the CIC may have annual corporate, reporting, accounting or tax responsibilities. These are separate professional jobs and should arise from the organisation's actual activities and obligations.

Confirmation statement & annual compliance
Standard annual compliance service including the applicable Companies House filing fee.
£85
CIC annual accounts & reporting
Annual accounts, Corporation Tax return and CIC34 community-interest reporting support.
From £1,200 / year
VAT registration / VAT support
From £45
PAYE / payroll support
Pricing from the minimum service level for 1–3 employees.
From £75
Corporate changes
Changes concerning directors, secretary, PSC, address and other corporate particulars where required.
From £18.99
Change, Prove or Recover

Specialist Corporate and Lifecycle Support

A CIC may later need to prove its corporate status, use documents internationally, make changes, close voluntarily or recover a company that has been removed from the register. Those are later corporate events rather than automatic formation requirements.

Certified corporate documents
From £60
Notarisation, apostille or consular legalisation
From £40
Certificate of Good Standing / status documents
£75 / From £125
Voluntary CIC dissolution
Service price including the applicable statutory filing element within the defined service scope.
£162
Administrative restoration
From £415 + disbursements
Court restoration
From £1,000 + disbursements

Start with the organisation

What Are You Actually Trying to Establish?

A Community Interest Company begins with the organisation you are trying to establish.

Before considering the company's articles, registration process or governance arrangements, it is useful to understand what the organisation is actually intended to become.

What will the organisation exist to achieve? Who or what community is it intended to benefit? What will it actually do? Who is expected to govern it? What circumstances will shape the way it operates?

You may already have a proposed name. You may already know who you expect to become directors or members. You may already have decided that a CIC limited by guarantee is the route you want to pursue.

You do not need to begin by translating those practical ideas into company-law or CIC terminology.

The starting point is the organisation itself: its purpose, community, activities, people and intended operation.

Those ordinary facts provide the foundation for understanding how the requested CIC limited-by-guarantee establishment service should be implemented.

Understand the community purpose

What Community Purpose Is the Organisation Intended to Pursue?

A CIC is established around a community purpose.

That purpose should therefore be understood in practical terms before the formal CIC requirements are addressed.

Tell us what the organisation is intended to achieve for a community, group of people or wider public interest.

You might want to provide services to a particular community, create opportunities for people who experience disadvantage, improve access to facilities or activities, support local development, provide education or training, protect something of community value, or pursue another practical objective intended to benefit a community.

You may already understand the people or community you want to help without knowing how that purpose should be expressed for the purposes of establishing a CIC.

That is not a problem.

The important information at this stage is the reality behind the proposed organisation: who it is intended to benefit, what benefit is contemplated and why the organisation is being established.

That information can then be considered as part of the professional preparation of the CIC establishment requirements.

You provide the underlying facts and intended outcome. Coddan's role is to translate those facts into the appropriate implementation within the CIC limited-by-guarantee service.

From purpose to activity

What Will the Organisation Actually Do?

A community purpose becomes meaningful through what the organisation actually does.

Explain the activities you expect the CIC to carry out.

This might involve providing services, delivering projects, organising activities, operating a facility, providing education or training, supporting a particular community, creating employment or opportunities, managing assets, supplying goods or services, or carrying out another form of activity intended to achieve the organisation's purpose.

Practical language is useful at this stage.

You do not need to turn your description into articles or formal CIC terminology.

For example, saying that the organisation will provide training to a particular group, operate a community facility or deliver a service to local residents may provide more useful starting information than attempting to draft constitutional wording before the organisation itself has been understood.

The purpose explains what the organisation is intended to achieve. The activities explain how it intends to pursue that objective.

Both matter when preparing the CIC's corporate and regulatory framework.

Coddan can work from the practical information you provide rather than requiring you to diagnose the formal requirements yourself.

Confirm the requested service fit

Does the CIC Limited-by-Guarantee Service Fit Your Circumstances?

If you are considering establishing the organisation as a Community Interest Company limited by guarantee, the next question is whether the requested Coddan service fits the circumstances you have described.

This is a service-fit question rather than a legal-form selection exercise.

Coddan can explain the CIC limited-by-guarantee establishment route, guide you through the information and implementation required for that route, and consider whether the circumstances presented fit the service being provided.

The professional role is different from deciding which underlying legal entity you ought to establish.

Coddan does not use this page to advise you whether you should establish:

  • a Community Interest Company;
  • an ordinary company limited by guarantee; or
  • a charitable company.

If you are already pursuing a CIC limited by guarantee, Coddan can work within that requested route and establish what needs to be done to implement it appropriately.

If your circumstances reveal a matter that falls outside the Page 12 service, that should be identified rather than forcing the circumstances into an unsuitable formation process.

The purpose of this stage is therefore straightforward: to establish whether the requested CIC limited-by-guarantee service fits the organisation you are asking Coddan to establish.

Understand the corporate instrument

What Does a CIC Limited by Guarantee Mean for the Organisation?

Once the organisation and the requested service have been understood, the CIC limited-by-guarantee structure can be considered as the corporate instrument through which the organisation will be established.

A company limited by guarantee does not have share capital. Instead, its members undertake a specified guarantee in accordance with the company's constitutional framework.

For a CIC limited by guarantee, that corporate structure operates within the additional framework applicable to Community Interest Companies.

The distinction matters because the company is not being established merely as an ordinary company with a community-related description attached to it. The CIC's community-interest requirements form part of the establishment process.

The important point is that the corporate structure should support the organisation you have described.

You do not need to begin by designing the company's guarantee provisions, membership machinery or constitutional clauses yourself. Those matters can be addressed as part of the professional establishment process.

CIC limited by shares is a separate corporate form. Coddan can provide formation services for that structure separately, but it is not the subject of this page and does not form part of this customer journey.

The focus here remains the establishment of the CIC limited by guarantee.

Establish the community-interest framework

How Does the Community Purpose Become Part of the CIC?

Establishing a CIC involves more than registering an ordinary company.

The organisation's community purpose and proposed activities need to be reflected appropriately within the CIC establishment framework.

A CIC must satisfy the applicable community interest test. In practical terms, the test asks whether a reasonable person might consider that the company's activities are or will be carried on for the benefit of the community.

The information you provide about the organisation, its community purpose and what it intends to do provides the practical foundation for this work.

You do not need to diagnose for yourself whether the statutory test is satisfied. Your role is to explain the organisation, its activities and the community benefit it is intended to provide.

The formal CIC process then requires the relevant information and documentation to be presented in the appropriate way.

This is where professional preparation becomes important.

You should be able to explain what the organisation is trying to achieve without having to diagnose the statutory requirements or construct the regulator's documentation yourself.

Coddan can use that factual explanation as the starting point for preparing and implementing the relevant CIC establishment requirements within the service being provided.

The objective is not simply to put words into a form.

It is to ensure that the corporate and CIC-specific establishment material reflects the organisation that is actually being created.

Establish the governing people

Who Will Be Responsible for Running and Governing the CIC?

A CIC needs people who will take responsibility for its corporate governance and operation.

Explain who you expect to be involved in running the organisation.

You may already have a group of people who intend to establish the CIC together. You may have individuals with particular experience, knowledge or connections to the community. You may still be finalising who will take on the relevant roles.

At this stage, the useful information is about the people themselves and the way you expect responsibility to operate.

The formal corporate requirements can then be considered in the context of the CIC limited-by-guarantee structure.

This may include the information required about directors and the way their responsibilities and relationships with the company are reflected in the corporate framework.

You do not need to design the company's governance machinery simply to explain who you want involved.

The Participant provides the factual information. Coddan deals with the corporate implementation that follows from those facts within the agreed service.

Understand membership and participation

Who Should Participate as Members and Guarantors?

The members of a CIC limited by guarantee are not shareholders. Instead, they are members who undertake to contribute a specified amount to the company's assets if the company cannot pay its debts, including in the circumstances of a winding up. The important question is therefore not simply how many guarantors there will be, but how membership is intended to work within the organisation.

The intended relationship between the directors and members can also matter. For example, the CIC Regulator's current model constitutions distinguish between a small-membership CIC in which all directors are also members and all members are also directors, and a large-membership CIC in which the company has more members than directors. Those different relationships are reflected in the available constitutional frameworks.

You therefore need to explain the practical reality in ordinary terms: who is intended to participate, whether the directors are also intended to be members, whether there will be additional members, and how membership is intended to relate to the people running the organisation.

You do not need to diagnose the legal or constitutional model yourself.

Coddan's professional role is to translate the intended participation arrangements into the appropriate membership, guarantee and constitutional framework for the CIC limited by guarantee.

Bring participation into governance

How Is the Organisation Intended to Be Governed?

Once the intended membership and guarantee relationships are understood, the next question is how those relationships should operate in practice.

Governance should reflect the organisation that is actually being established. That means considering how the directors will run the CIC, what role the members are intended to have, how important decisions are to be made, and how the relationship between directors and members should work within the organisation.

The aim is not to create governance for its own sake. It is to establish a framework that corresponds with the organisation's intended operation.

The relationship between directors and members identified in Section 8 therefore becomes relevant here. Section 8 establishes the participation reality; this section considers how that reality should be translated into decision-making and governance.

Coddan's role is to bring those facts together and implement the appropriate governance framework rather than requiring you to design the corporate machinery yourself.

Construct the governing framework

What Should the CIC's Articles Achieve?

The articles of association provide the CIC's governing corporate framework. They establish how the company is to operate internally, including matters concerning its members, directors and decision-making.

For a CIC limited by guarantee, the constitutional framework must also reflect the requirements that apply specifically to CICs. This includes the statutory asset-lock provisions governing the use and transfer of the CIC's assets. Current CIC Regulator guidance confirms that the applicable CIC articles must contain the relevant asset-lock provisions alongside provisions concerning membership, voting rights and directors.

You do not need to draft or interpret the asset-lock provisions yourself.

The professional task is to ensure that the constitutional framework properly reflects the organisation, its membership and governance arrangements and the requirements applicable to the CIC limited-by-guarantee structure.

Standard treatment should remain standard where it genuinely fits. Particular circumstances should receive particular treatment where justified.

Understand the governance-support function

Do You Need a Company Secretary — and What Does Secretarial Support Actually Do?

There are three different concepts that are often treated as though they were the same:

A statutory appointment of a company secretary — the appointment of a person or other permitted entity to the office of company secretary.

Professional company-secretarial work — practical work such as maintaining corporate records, preparing or handling filings, resolutions and governance administration.

Broader governance support — professional assistance with the continuing administration and governance of the company.

A CIC limited by guarantee is a private company. A private company is not generally required to have a company secretary unless its articles of association require one. This is the statutory baseline under section 270 of the Companies Act 2006 and current Companies House guidance.

That means the existence of a professional company-secretarial service does not mean that every CIC limited by guarantee must appoint a company secretary.

The appropriate question is instead what the organisation's circumstances require.

Where a company secretary is appropriate, the statutory appointment is one matter. The professional work undertaken by a company secretary or external secretarial provider is another. Broader governance support may extend further again, depending on the organisation's continuing needs. Companies House describes functions that a company secretary might ordinarily perform, including maintaining statutory registers, assisting with filings, handling meeting notices and maintaining records of resolutions and meetings.

Coddan can therefore support the company-secretarial and governance function where that support is appropriate, without presenting appointment of a company secretary as an automatic requirement.

Identify what needs particular attention

Is There Anything About Your Organisation That Changes the Ordinary Establishment Route?

Many CICs can be established through a relatively straightforward corporate framework.

Others contain circumstances that deserve closer attention before the establishment process is completed.

This might arise where:

  • the organisation has unusual or complex activities;
  • the proposed membership or governance relationships are unusual;
  • the CIC is connected with an existing organisation;
  • assets or property create additional considerations;
  • particular constitutional arrangements are contemplated;
  • participants are located in different jurisdictions;
  • the organisation has circumstances that do not fit neatly within an ordinary description; or
  • another material feature could affect how the CIC should be established.

The presence of an unusual circumstance does not automatically mean that an elaborate structure is required.

Nor does it automatically mean that every available Coddan service is needed.

The purpose of this stage is simply to identify whether something genuinely material requires different treatment.

Where the ordinary framework properly fits, it should remain ordinary.

Where something does require particular attention, that should be recognised before implementation rather than discovered only after the company has been established.

Bring the organisation together

How Do All These Facts Become One Coherent CIC?

By this point, the organisation should be understood as a whole.

The information is no longer simply a collection of separate answers.

It is the combined picture of:

  • what the organisation is intended to achieve;
  • which community it is intended to benefit;
  • what activities it will undertake;
  • whether the requested CIC limited-by-guarantee service fits the circumstances;
  • how the CIC corporate structure applies;
  • how the community-interest requirements are addressed;
  • who will govern the CIC;
  • who will participate as members and guarantors;
  • how the organisation is intended to be governed;
  • what its articles need to achieve;
  • whether a company-secretarial or broader governance-support function is appropriate; and
  • whether anything unusual requires particular attention.

This is where professional interpretation becomes decisive.

The Participant provides the reality of the organisation and its intended outcome.

Coddan considers those facts together and translates them into the appropriate establishment and implementation route within the requested CIC limited-by-guarantee service.

The result should be coherent.

The corporate structure should reflect the organisation.

The governing framework should support its intended operation.

The CIC-specific requirements should correspond with the organisation that is actually being established.

And the implementation process should follow from that professional understanding rather than preceding it.

The objective is therefore not simply to obtain a Companies House number.

It is to bring the proposed organisation together sufficiently for it to be established as the CIC limited by guarantee that the Participant has asked Coddan to implement.

Put the determined structure into effect

What Happens When Coddan Establishes the CIC?

By this stage, the organisation, community purpose, activities, people, membership, governance and constitutional requirements have been brought together into a coherent establishment route.

This is where Coddan's formation-agent implementation capability and governance/document capability become practically useful. The professional task is not merely to complete a form, but to prepare the necessary company and CIC establishment material and implement the appropriate registration route.

Coddan can review the information supplied, prepare the necessary company and CIC establishment material and implement the appropriate registration route efficiently.

Coddan's own preparation and submission process is distinct from the external consideration and registration process involving Companies House and the CIC Regulator.

Completed registration timing therefore depends upon the applicable filing route, the application and external processing.

Speed is an implementation capability, not a substitute for correct preparation.

Register a Community Interest Company for just £249.00

Create the corporate record

What Do You Have When the CIC Has Actually Been Established?

The establishment of a CIC is more than a registration event recorded on a screen.

Once the company has been established, there is a corporate record supporting its identity, constitutional framework and governance.

The appropriate corporate and governance documentation can form part of that record.

Coddan can prepare corporate documents in digital format, providing practical access to the documentation required for the organisation's continuing corporate life.

Where appropriate to the service and circumstances, corporate documents can also be professionally prepared in printed format.

These materials provide a tangible record of the organisation that has been established and can support its subsequent governance and administration.

The exact documents required or available depend on the circumstances and agreed service.

The important point is that documentation should support the organisation rather than become a catalogue of unnecessary extras.

The registration event establishes the corporate entity. The accompanying corporate record helps the organisation understand and administer what has been established.

Return to the organisation

What Happens After the CIC Exists?

Once the CIC has been established, the organisation can begin its corporate life.

The outcome is not simply:

"Here is your company number."

The outcome is an incorporated community-purpose organisation with the corporate and governance framework through which it can begin pursuing the purpose for which it was established.

The immediate position will depend on the organisation's circumstances.

There may be governance arrangements to put into operation, corporate records to maintain, responsibilities to administer or other matters arising from the company's particular activities and structure.

Those matters should be considered in proportion to what the organisation actually requires.

Some CICs may need continuing professional assistance with corporate administration or governance.

Others may be capable of managing their continuing responsibilities without additional support.

The important point is that establishment should return to the destination with which the process began:

organisation intended → organisation understood → CIC-LBG framework determined → organisation established → organisation begins its organisational life.

Consider what genuinely comes next

What Does the CIC Need After Establishment?

Once the CIC has been established, it begins its continuing corporate and organisational life.

Depending on the organisation, this may involve ongoing company-secretarial or governance support, Companies House responsibilities, CIC-specific reporting and regulatory requirements, accounting matters or tax matters arising from the CIC's actual activities.

These matters should be considered from the organisation's circumstances rather than assumed automatically.

A separate tax boundary

A CIC is a company and is not a charity merely because it has CIC status. CIC status does not itself create the tax treatment available to a recognised charity. HMRC confirms that a CIC is liable to Corporation Tax as a company and that there are no CIC-specific Corporation Tax exemptions or reliefs.

The important boundary is therefore:

Corporation Tax, VAT and other tax questions depend on the CIC's actual activities and circumstances. They are separate professional matters where relevant and should not be treated as automatically resolved by the formation of the CIC.

This page does not attempt to assess the CIC's tax position during formation. Where a separate tax or accounting question arises, it should be considered on its own professional basis.

The same proportionality applies to continuing governance and secretarial support. Some CICs may genuinely require continuing assistance; others may be able to operate their governance arrangements without additional professional support at that stage.

Frequently Asked Questions About CIC Limited-by-Guarantee Formation

1. What information should I have ready before proceeding with the CIC limited-by-guarantee service?

You should be able to explain the organisation in ordinary terms, including its community purpose, intended beneficiaries, activities, the people expected to be involved and any unusual or particularly important circumstances. You do not need to translate those facts into company-law or CIC terminology yourself.

2. What happens if something about the organisation does not fit the ordinary establishment route?

That should be identified before implementation. An unusual circumstance does not automatically mean that an elaborate structure or every available service is required. The appropriate treatment depends on what is materially different about the organisation and its circumstances.

3. Will continuing company-secretarial or governance support automatically be required after establishment?

No. Continuing support should follow the organisation's actual requirements. If the CIC is properly established and nothing further is presently required, that is a legitimate professional outcome.