CLG formation: the essentials

Limited by guarantee organisation formation is the process of incorporating a non-profit, social enterprise, club, or community group as a company with no shareholders, where members guarantee a nominal sum (often just £1) towards its debts if it is wound up. As an Authorised Corporate Service Provider (ACSP), Coddan CPM manages your online filing with Companies House, including your articles of association, statement of guarantee, registered office, and the required details of directors, guarantors, and persons with significant control. Our incorporation packs keep the process compliant and straightforward, with each filing checked before submission to reduce the risk of errors or delays. Once your certificate of incorporation is issued, you will also need to meet ongoing obligations, including identity verification, statutory registers, confirmation statements, and annual accounts. Clear Structure. Compliant Foundations. Genuine Compliance, Built In.

Choose Coddan’s formation service when you want a new private company limited by guarantee prepared and registered for your organisation. It can suit clubs, associations, community projects and membership bodies. If charitable, property-management or other specialist arrangements are intended, explain them before selecting the service.

Have ready your proposed name, activities, directors, initial guarantor-members, guarantee amounts, intended decisions and addresses. You can describe these in ordinary language; Coddan helps clarify the formation requirements rather than expecting you to draft the entire application. Some proposed names require permission or supporting evidence before submission. Coddan confirms any additional consent work and its charge before proceeding.

You make the relevant decisions and approve the agreed work. Coddan prepares suitable formation documents, reviews the application and submits it once the required information, checks and approvals are in place. Companies House decides incorporation; the included digital certificate, memorandum and articles follow successful registration.

The £119.99 starting price includes the £100 official fee before applicable VAT. Paid checks, Coddan addresses and separately agreed work can add to your selected order. You can order suitable formation directly, compare package combinations or speak to us first.

What Coddan does for your CLG formation

CLGEssential provides a practical starting scope for formation using your own suitable registered office. The work brings together your instructions, suitable company documents and the incorporation application.

✓ Included £100 incorporation fee | ✓ Agreed application submission | ✓ Working-hours personal-manager help

CLG formation prepared around your organisation

Start with what the organisation will do and how its decisions should be made. Non-profit describes purpose and how surplus is applied; a CLG is a legal structure. A CLG can generate a surplus. How it may be used depends on the company’s articles, purposes and applicable legal or regulatory restrictions. Explain your intended approach so Coddan can identify suitable formation preparation and any further work to be agreed. A limited by guarantee organisation is not automatically charitable, asset-locked or governed by universal non-distribution provisions. Incorporation gives the company its own legal identity, so it can enter contracts and hold assets in its own name.

Choose how your articles are prepared

Articles of association are the company’s written governing rules, including membership, voting and director-appointment arrangements. Suitable established articles may be sufficient for your CLG. You can provide purposes for an appropriate Coddan version or supply your adviser’s articles through the accepted route. Tell us about particular clauses so Coddan can confirm the preparation, any additional drafting or review and its charge. A higher address package does not automatically include specialist constitutional work.

Directors, guarantor-members and governing choices

A CLG has guarantor-members instead of shareholders and no share capital. A private CLG needs at least one individual director and one guarantor-member; the same eligible individual can hold both roles. Directors must be at least 16. Individual directors and guarantor-members may be of any nationality, subject to applicable eligibility and checks. Corporate bodies can be guarantor-members.

The application provides five participant entries in total, with permitted overlapping roles recorded in the same entry. Identify anyone with significant control (PSC), including relevant voting or director-appointment rights. Tell Coddan about arrangements that do not fit the visible choices. The organiser, payer, participants and authorised approver may be different people; payment alone does not give authority to approve on someone else’s behalf.

The statement of guarantee records the initial guarantor-members and the contributions they undertake to make if the company is wound up, under the guarantee’s terms and applicable law. The guarantee is not an upfront payment to Coddan and does not describe every possible personal liability. Coddan brings the agreed guarantee particulars into the incorporation application for approval.

The memorandum records the initial subscribers’ agreement to form the company and become members; the articles set its governing rules.

Choose your CLG’s incorporation jurisdiction and registered office

The formation application supports England and Wales, Scotland and Northern Ireland. The company needs an appropriate physical registered office in its intended incorporation jurisdiction. Under the Companies Act 2006 framework, as amended by ECCTA, this must be an address where company post will come to the attention of someone acting for the company and delivery can be acknowledged. Supply your own suitable address with permission to use it, or select a separately charged Coddan office in that jurisdiction. Coddan brings the agreed address into the incorporation application; you must keep an appropriate registered office after incorporation. Supply the full office address, including postcode, and a registered email address that the company can monitor. The registered email address is not published on the public register.

The registered office becomes public and forms part of the incorporation particulars. Consider the address before submission: an accepted Coddan office used from the outset avoids publishing your home as the company’s initial registered office. Directors’ names, service addresses and month and year of birth, and initial guarantor-members’ names and addresses in the incorporation filing, are normally public. A director’s usual residential address and full date of birth are not normally public as those particulars, but a home address used in a public address role can appear. Consider each address role separately; SAIL is another distinct arrangement. Changing an address later does not itself remove it from earlier filings; eligible information may be subject to separate suppression or protection procedures.

Coddan reviews and clarifies your address instructions before the application is approved and submitted. If you want formation bundled with addresses or support, compare the existing packages. The office choice does not make those services part of the £119.99 base offer.

Your CLG formation price and separate services

CLGEssential starts at £119.99 before applicable VAT. For a UK-resident order, the base example comprises the £100 Companies House incorporation fee, £19.99 Coddan formation and processing fee and £4 VAT: £123.99 before checks and selected extras.

On Coddan’s UK-resident order form, applicable VAT is calculated on the purchase amount after deducting government fees. Coddan does not add VAT on its non-UK-resident order form under the confirmed treatment for these orders. The selected order total depends on the actual services and relevant people.

The separate £30-per-person checks service

If an individual already has a Companies House Personal Code, the £30 covers KYC. Where the individual has no code and Companies House verification is needed, the same £30 covers KYC and that verification, including Coddan’s associated confirmation submission. There is no second £30 charge for the combined checks. AML customer checks and Companies House verification remain separate processes; membership alone does not require every guarantor to complete Companies House verification. Accepted existing verification and the free official route remain available where applicable. VAT follows the relevant resident order form.

Only services listed in the selected package’s “What’s included” schedule are included. Addresses, printed or authenticated documents, prepared registers, further drafting, priority handling and continuing work require the appropriate selection or agreement. Additional work and charges are agreed before that work proceeds.

Formation is one-off. A selected address service has its own 12-month period and renewal basis. Check those terms separately from incorporation. A written service agreement or schedule is available for the accepted instruction.

A straightforward electronic process, with Coddan handling the preparation

Coddan’s customer application collects your formation instructions; it is distinct from the published paper incorporation form IN01. Coddan uses the agreed information and suitable documents to prepare and review the electronic incorporation application, obtains the required approvals and submits it through Companies House-integrated software. Companies House decides whether to incorporate. You do not need to download and complete paper IN01 to use this route.

Your digital documents after incorporation

The basic formation offer supplies digital copies of the Certificate of Incorporation, prescribed memorandum and articles after successful registration. The certificate confirms the company’s creation; keep the constitutional documents accessible for its administration.

These incorporation documents are distinct from prepared membership records, initial minutes and continuing record maintenance. If your organisation needs a professionally prepared physical set, combined formats or documents for a particular recipient, explain the intended use. Coddan can confirm suitable accepted work, the documents and format, and any separate charges.

Putting the organisation into appropriate working order

Incorporation creates the company. The arrangements needed to put it into appropriate working order depend on its purposes, activities and circumstances. Where further professional assistance is needed, establish the required arrangements first; suitable documents, records and practical implementation follow those needs. Wider organisational assessment and subsequent implementation are not included in the formation fee unless expressly agreed. The company and its directors retain their responsibilities.

You can discuss relevant work at formation or return later. Charity registration, banking and tax registration assistance are not automatically purchased with incorporation. CLG incorporation or a non-profit description does not itself establish tax exemption; obligations depend on the organisation’s circumstances and applicable rules. If your company becomes active and is within the charge of Corporation Tax, tell HMRC within three months of the start of its Corporation Tax accounting period. The deadline does not automatically run from incorporation. Read HMRC’s active and dormant company guidance.

Questions before choosing your CLG formation service

Start formation or discuss your requirements

Ready for a straightforward CLG formation? Start the application and choose the services you need. If the purposes, articles or arrangements need discussion, tell Coddan what you want to establish; we explain suitable work and charges before you proceed.

An initial enquiry creates no obligation to order.

✓ Suitable formation preparation | ✓ Professional application review | ✓ Working-hours personal-manager help

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