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Coddan CPM Ltd. – Company Registration Agent in the UK

Understand the corporate structure, prepare for the applicable charity-registration route, complete the relevant stages and move forward with ongoing governance.

Step 1
Understand Your Structure
Step 2
Identify Registration Requirements
Step 3
Prepare Corporate Information
Step 4
Choose Your Package
Step 5
Complete Registration Process
Step 6
Maintain Ongoing Compliance
Companies Registry's e-Services Portal Non-For-Profit Companies Non-Profit & CLG Advisory Charitable CLG Formations with Charity Commission Registration Support

Charitable CLG Formations with Charity Commission Registration Support

Coddan Professional Positioning

Professional Corporate & Charity-Registration Support Through an ACSP & TCSP

Establishing a charitable organisation is more than incorporating a company. The organisation needs an appropriate corporate structure, accurate formation information, suitable governing documentation and a properly prepared route towards the relevant charity-registration process. Coddan provides professional support across these connected stages within the agreed scope of the selected service.

Coddan CPM Ltd is an Authorised Corporate Service Provider (ACSP) and a Trust and Corporate Service Provider (TCSP). This enables Coddan to operate as a professional corporate-services partner for applicable company formation, identity-verification, corporate documentation and charity-registration preparation or support.

01 — Corporate Structure Assistance establishing the Company Limited by Guarantee, its directors, members or guarantors and core corporate information.
02 — Verification & Documentation Professional assistance with applicable identity-verification requirements, corporate information and supporting documentation.
03 — Registration Preparation Preparation and support for the charity-registration route applicable to the organisation and its jurisdiction.
04 — Corporate Continuity Additional corporate, governance, company-secretarial and compliance services can be considered as the organisation develops.

A Connected Approach Rather Than a One-Off Filing

The company's formation, identity-verification requirements, governing documentation and charity-registration preparation are connected parts of the organisation's establishment process. Coddan's role is to help coordinate and prepare the relevant corporate stages within the agreed service scope , rather than treating incorporation as an isolated transaction.

Professional Support — Regulatory Independence Remains Clear

Coddan provides professional assistance and preparation within the agreed scope, but does not determine whether an organisation qualifies for charitable registration. Charity company formation in the UK commonly involves establishing a Company Limited by Guarantee for charitable purposes and, where appropriate, preparing for formal charity registration with the relevant regulator. Companies House remains responsible for company incorporation and its statutory requirements, while the relevant charity regulator independently considers the charity-registration application and makes its own decision. Charity registration is therefore not guaranteed.

ACSP Authorised Corporate Service Provider for applicable Companies House services.
TCSP Trust and Corporate Service Provider supporting applicable corporate services.
Multi-Stage Support Corporate formation, verification, documentation and registration preparation.
Jurisdiction-Aware Support reflects the applicable charity-registration framework and jurisdiction.

Start Your Business Today: Fast Formation Services to Meet All Compliance Standards
£495.00
+VAT

CharityReg Essential™

Recommended for

1
package

Buy Now Essential Charitable CLG Formation & Charity Registration Support — £495 + VAT · Companies House incorporation and essential charity-registration support
CharityReg Essential™ is designed for founders, small community organisations and associations that already understand their intended charitable purpose, structure and proposed governing arrangements and primarily require professional assistance establishing their Company Limited by Guarantee and preparing for the applicable charity-registration process. The service combines the corporate formation stage with essential charity-registration support within the agreed scope. You provide the proposed company name, directors, members or guarantors and relevant organisational information; Coddan reviews the information, prepares the company formation and supporting charity-registration materials and progresses the relevant stages within the agreed scope. Charity registration remains subject to the requirements and decision of the relevant charity regulator.

Flexible Charitable Company Formation & Essential Charity Registration Support
The formation can accommodate one or more directors, individual or corporate members/guarantors and mixed participation, where applicable. Your proposed charitable purposes and company objects can be considered within the agreed formation and registration-support scope. An initial consultation is available by email, telephone or video call. Coddan professionally reviews the formation and registration information, prepares the applicable documentation and supports the relevant submission processes within the agreed scope. Following successful Companies House incorporation, digital incorporation documents are provided, while the charity-registration application is progressed in accordance with the requirements of the relevant regulator.
Included:
• Company Limited by Guarantee incorporation and Companies House registration
• £100 Companies House filing fee
• One or more directors
• Individual or corporate members/guarantors, where applicable
• Proposed charitable purposes and company objects, within the agreed scope
• Memorandum and Articles of Association and core formation documentation
• Applicable Companies House identity-verification guidance
• Professional pre-submission review and Companies House submission
• Essential preparation and support for the applicable charity-registration process
• Preparation of relevant charity-registration information and supporting documentation within the agreed scope
• Professional support with the applicable charity-registration submission
• Digital incorporation documents
Normal 24–48 hour formation, subject to a complete application and Companies House processing
Charity registration remains subject to the requirements and decision of the relevant charity regulator



£795.00
+VAT

CharityReg Professional™

Recommended for

2
package

Buy Now Professional Comprehensive Charitable Company Formation & Charity Registration Support — £795 + VAT · Companies House incorporation and comprehensive registration preparation
CharityReg Professional™ is designed for founders, organisations and associations that require more comprehensive professional assistance establishing their Company Limited by Guarantee and preparing the organisation for the applicable charity-registration process. The service combines the corporate formation stage with comprehensive charity-registration preparation and support within the agreed scope. You provide the proposed company name, directors, members or guarantors and relevant organisational information; Coddan reviews the proposed structure and information, prepares the formation and supporting charity-registration materials and provides professional assistance throughout the relevant stages. Charity registration remains subject to the requirements and decision of the relevant charity regulator.

Comprehensive Charitable Company Formation & Professional Charity Registration Support
The formation can accommodate one or more directors, individual or corporate members/guarantors and mixed participation, where applicable. Your proposed charitable purposes, company objects, governance arrangements and relevant organisational information can be considered within the agreed formation and registration-support scope. An initial consultation is available by email, telephone or video call. Coddan professionally reviews the proposed structure and supporting information, prepares the applicable incorporation and charity-registration documentation and provides assistance throughout the relevant submission stages. Following successful Companies House incorporation, digital incorporation documents are provided, while the charity-registration application is prepared and progressed in accordance with the requirements of the relevant regulator.
Included:
• Company Limited by Guarantee incorporation and Companies House registration
• £100 Companies House filing fee
• One or more directors
• Individual or corporate members/guarantors, where applicable
• Proposed charitable purposes and company objects, within the agreed scope
• Consideration of proposed governance arrangements within the agreed scope
• Memorandum and Articles of Association and core formation documentation
• Applicable Companies House identity-verification guidance
• Professional pre-submission review and Companies House submission
• Comprehensive preparation and professional support for the applicable charity-registration process
• Review and preparation of relevant charity-registration information and supporting documentation within the agreed scope
• Professional support with the applicable charity-registration submission and related correspondence within the agreed scope
• Digital incorporation documents
Normal 24–48 hour formation, subject to a complete application and Companies House processing
Charity registration remains subject to the requirements and decision of the relevant charity regulator



£895.00
+VAT

CharityReg Scotland™

Recommended for

3
package

Buy Now Scotland Scottish Charitable Company Formation & Charity Registration Support — £895 + VAT · Companies House incorporation and Scottish charity-registration support
CharityReg Scotland™ is designed for founders, organisations and associations establishing a Company Limited by Guarantee where formal charity registration is intended in Scotland. The service combines the corporate formation stage with professional support for the applicable Scottish charity-registration process within the agreed scope. You provide the proposed company name, directors, members or guarantors and relevant organisational information; Coddan reviews the proposed structure and information, prepares the formation and supporting registration materials and provides professional assistance throughout the relevant stages. Scottish charity registration remains subject to the requirements and decision of the Office of the Scottish Charity Regulator (OSCR).

Scottish Charitable Company Formation & Essential Charity Registration Support
The formation can accommodate one or more directors, individual or corporate members/guarantors and mixed participation, where applicable. Your proposed charitable purposes and company objects can be considered within the agreed formation and Scottish registration-support scope. An initial consultation is available by email, telephone or video call. Coddan professionally reviews the formation and registration information, prepares the applicable documentation and supports the relevant submission processes within the agreed scope. Following successful Companies House incorporation, digital incorporation documents are provided, while the charity-registration application is progressed in accordance with the requirements of the Office of the Scottish Charity Regulator (OSCR).
Included:
• Company Limited by Guarantee incorporation and Companies House registration
• £100 Companies House filing fee
• One or more directors
• Individual or corporate members/guarantors, where applicable
• Proposed charitable purposes and company objects, within the agreed scope
• Memorandum and Articles of Association and core formation documentation
• Applicable Companies House identity-verification guidance
• Professional pre-submission review and Companies House submission
• Essential preparation and support for the Scottish charity-registration process
• Preparation of relevant Scottish charity-registration information and supporting documentation within the agreed scope
• Professional support with the applicable OSCR charity-registration submission
• Digital incorporation documents
Normal 24–48 hour formation, subject to a complete application and Companies House processing
Scottish charity registration remains subject to the requirements and decision of OSCR



£895.00
+VAT

CharityReg NI™

Recommended for

4
package

Buy Now Northern Ireland Northern Irish Charitable Company Formation & Charity Registration Support — £895 + VAT · Companies House incorporation and Northern Ireland charity-registration support
CharityReg Northern Ireland™ is designed for founders, organisations and associations establishing a Company Limited by Guarantee where formal charity registration is intended in Northern Ireland. The service combines the corporate formation stage with professional support for the applicable Northern Ireland charity-registration process within the agreed scope. You provide the proposed company name, directors, members or guarantors and relevant organisational information; Coddan reviews the proposed structure and information, prepares the formation and supporting registration materials and provides professional assistance throughout the relevant stages. Northern Ireland charity registration remains subject to the requirements and decision of the Charity Commission for Northern Ireland (CCNI).

Northern Irish Charitable Company Formation & Essential Charity Registration Support
The formation can accommodate one or more directors, individual or corporate members/guarantors and mixed participation, where applicable. Your proposed charitable purposes and company objects can be considered within the agreed formation and Northern Ireland registration-support scope. An initial consultation is available by email, telephone or video call. Coddan professionally reviews the formation and registration information, prepares the applicable documentation and supports the relevant submission processes within the agreed scope. Following successful Companies House incorporation, digital incorporation documents are provided, while the charity-registration application is progressed in accordance with the requirements of the Charity Commission for Northern Ireland (CCNI).
Included:
• Company Limited by Guarantee incorporation and Companies House registration
• £100 Companies House filing fee
• One or more directors
• Individual or corporate members/guarantors, where applicable
• Proposed charitable purposes and company objects, within the agreed scope
• Memorandum and Articles of Association and core formation documentation
• Applicable Companies House identity-verification guidance
• Professional pre-submission review and Companies House submission
• Essential preparation and support for the Northern Ireland charity-registration process
• Preparation of relevant Northern Ireland charity-registration information and supporting documentation within the agreed scope
• Professional support with the applicable CCNI charity-registration submission
• Digital incorporation documents
Normal 24–48 hour formation, subject to a complete application and Companies House processing
Northern Ireland charity registration remains subject to the requirements and decision of CCNI




Coddan Professional Support

Establish the Corporate Foundation — Prepare for the Right Charity Route

Coddan's role is to help you establish the Company Limited by Guarantee and, where selected, provide professional support with the charity-registration route applicable to your organisation. Our approach is to help ensure that the company's structure, formation information and supporting documentation are properly prepared for the relevant stage of the process.

01 — Corporate Foundation Professional assistance establishing the Company Limited by Guarantee, its directors, members or guarantors and core corporate framework.
02 — Registration Preparation Preparation and professional support with the information and documentation required for the applicable charity-registration route.
03 — Corporate Continuity Additional company, governance, identity-verification and compliance services can be considered as your organisation develops.

Our role is professional support, not regulatory decision-making. Coddan can assist with the applicable corporate and registration-support stages within the agreed scope. Companies House and the relevant charity regulator remain responsible for their respective statutory decisions, requirements and registrations.

Establish Your Charitable Company

If you are developing a community, educational, social, environmental, cultural or other purpose-led organisation, a Company Limited by Guarantee and having no share capital may provide the corporate framework through which the organisation can operate for charitable purposes. Depending on your plans and the applicable requirements, you may also wish to pursue formal registered-charity status after establishing the company.

This means that there can be more to the project than simply incorporating a company. You may need to consider the proposed company name, charitable purposes and objects, Articles of Association, directors, members or guarantors, identity verification, Companies House incorporation and the subsequent application to the relevant charity regulator.

The important distinction: incorporating a Company Limited by Guarantee does not automatically make the organisation a registered charity. Company incorporation and charity registration are separate stages, with Companies House and the applicable charity regulator responsible for their respective decisions and requirements.

Coddan can help you navigate the appropriate corporate and registration route, from company preparation and incorporation through to charity-registration preparation and application support, where those services are required. The appropriate level of support depends on how much of your structure and documentation has already been prepared and which jurisdiction applies.

Two Separate Stages

Company Incorporation vs Charity Registration

Establishing a Company Limited by Guarantee and having no share capital and obtaining formal registered-charity status are separate stages. Incorporating the company creates the corporate entity, but Companies House incorporation does not by itself make the organisation a registered charity.

Stage 1 — Companies House Incorporation

Establish the Company Limited by Guarantee

The first stage is the incorporation of the proposed Company Limited by Guarantee and having no share capital through Companies House. This establishes the company as a separate legal entity with its own constitutional framework, directors, members or guarantors and corporate records. The company can then operate within the scope of its governing document and applicable legal and regulatory requirements.

Stage 2 — Charity Registration

Pursue Registration with the Relevant Charity Regulator

Where the organisation intends to pursue formal registered-charity status, the second stage involves preparing and submitting the appropriate application to the relevant charity regulator. The applicable route depends on the organisation's jurisdiction: England and Wales, Scotland or Northern Ireland. The regulator assesses the application under its own statutory and regulatory framework and makes the final registration decision.

The important distinction:

A company can be properly incorporated without automatically becoming a registered charity. Charity registration is a separate regulatory process and is not created simply by including charitable purposes or objects in the company's governing document. The relevant regulator must consider the organisation's application and determine whether registration is appropriate.

England & Wales Charity Commission for England and Wales
Scotland Office of the Scottish Charity Regulator (OSCR)
Northern Ireland Charity Commission for Northern Ireland (CCNI)

Important: Registration is subject to the requirements and assessment of the relevant regulator. Coddan can provide professional preparation and application support within the agreed scope, but cannot guarantee a registration outcome.

Structural Decision

Is a Company Limited by Guarantee the Right Structure?

If you are establishing an organisation for community, education, training, environmental, cultural, research, technology, membership or other public-benefit purposes, a Company Limited by Guarantee and having no share capital may provide an appropriate incorporated structure. The decision should reflect what the organisation is intended to do, how it will be governed, who will participate in it and how it may develop.

A company limited by guarantee is a legal entity in its own right. Once incorporated, the company exists independently of any particular accountant, company secretary or other professional adviser. Subject to its governing document and applicable requirements, it can enter contracts, provide services, employ people, operate projects, charge fees, receive income and undertake legitimate economic activities.

Core Distinction

Incorporation Creates the Company — Charity Registration Is a Separate Route

Incorporating a company limited by guarantee does not automatically make it a registered charity. Companies House incorporation creates the corporate entity. If the organisation then wishes to obtain formal charitable status, it must follow the applicable charity-registration route for the relevant UK jurisdiction.

This means that the organisation should first be structured correctly as a company. Charity registration is a separate regulatory process and is subject to the decision of the relevant charity regulator.

Where a Company Limited by Guarantee May Be Appropriate

A CLG may be suitable where an organisation wants an incorporated entity without share capital and expects to operate through members, guarantors and directors. Depending on its purposes and operating model, examples may include:

Community & public-benefit projects Education & training Environmental initiatives Cultural & creative activities Research & innovation Technology & digital projects

A Purpose-Led Company Can Still Operate an Active Business

A company limited by guarantee is not restricted to receiving donations or carrying out activities without income. Depending on its purposes, governing document and applicable requirements, it may provide services, enter contracts, charge fees, run projects, employ staff, undertake trading or generate other income.

Economic activity should be considered in the context of the company's purposes, constitutional framework and the way its resources are used. Income generation and charitable status are not the same question.

England & Wales — Alternative Structure

Considering a CIO Instead?

A Charitable Incorporated Organisation (CIO) is an alternative incorporated structure specifically designed for charities in England and Wales. It follows a different constitutional and regulatory framework from a company limited by guarantee and is registered with the Charity Commission for England and Wales, rather than being incorporated as a company at Companies House.

The choice between a CLG and a CIO should therefore be considered before the incorporation route is selected. A CLG may be appropriate where the organisation wants a company-law framework and Companies House incorporation. A CIO may be appropriate where the organisation wants the specific incorporated charity structure available in England and Wales.

Structural Point Company Limited by Guarantee Charitable Incorporated Organisation (CIO)
Corporate registration Incorporated at Companies House. Incorporated through the Charity Commission for England and Wales CIO regime.
Charity status Formal charity registration is a separate regulatory process where charitable status is sought. The CIO structure is specifically designed for an incorporated charity.
Governing document Articles of Association. CIO constitution.
Companies House Companies House filings and applicable company-law obligations apply. A CIO is not incorporated as a company at Companies House.

There is no universal winner. The appropriate structure depends on what the organisation is establishing, how it intends to operate and which constitutional and regulatory framework best fits its plans.

Choose the Structure Before You Begin

Before proceeding, consider the organisation's purposes, activities, membership, governance, regulatory route and future operating model. If a company limited by guarantee is appropriate, the next stage is to establish the company correctly and then consider the applicable charity-registration route. If a CIO appears more appropriate in England and Wales, that alternative should be addressed before proceeding with company incorporation.

Professional support: Coddan can assist with company incorporation and related corporate requirements within the agreed scope of the selected service. Where the choice between a company limited by guarantee, CIO or another legal structure requires specialist legal, tax or charity-law advice, the appropriate professional adviser should be consulted.

Constitutional Foundation

Your Charitable Purposes, Objects and Governing Document

Once you have decided that a Company Limited by Guarantee and having no share capital is the appropriate structure, the next step is to define what the company is being established to achieve and how it will operate. This is where your purposes, objects and governing document become particularly important.

For an organisation intending to pursue formal charitable status, these elements should be developed as a connected structure rather than treated as separate pieces of paperwork. Your governing document provides the constitutional framework for the company, while the proposed charitable purposes and objects describe what the organisation exists to achieve.

Purpose & Objects

What Is the Organisation Being Established to Achieve?

Your charitable purposes describe what the organisation is established to achieve. For an organisation pursuing charity registration in England and Wales, the purposes are normally expressed through the objects clause of its governing document.

The wording should reflect the organisation's genuine intended purposes, the people or communities it is intended to benefit and the activities through which those purposes will be pursued. It should not simply be written to make the organisation appear charitable: the proposed purposes should correspond with the organisation you actually intend to build.

Governing Document

The Articles of Association Are Part of the Company's Structure

A company limited by guarantee is governed through its Articles of Association. These provide the constitutional framework within which the company is intended to operate and should therefore be considered alongside its purposes and proposed activities.

Governance How the company is managed and how decisions are made.
Members Membership arrangements, rights and constitutional responsibilities.
Directors / Trustees The framework for those responsible for governing the organisation.

What Does the Governing Document Need to Cover?

In practical terms, the governing document sets out the rules by which the organisation operates. Depending on the structure and applicable requirements, it can address matters such as the company's purposes, powers, members, directors, meetings, decision-making, amendments and what happens if the organisation is dissolved.

Purposes & objects Powers & activities Members & membership rights Directors & governance Meetings & decisions Amendment provisions Use of income & property Dissolution arrangements

The Company's Resources Must Support Its Purposes

Where the organisation is intended to operate as a charity, its constitutional framework should support the use of its income and property in furtherance of its stated purposes. This is one reason why the proposed purposes, activities and governance arrangements should be considered together rather than prepared as unrelated pieces of documentation.

Directors, Trustees and Governance Responsibilities

A charitable company is managed by its directors. Once it is registered as a charity, those directors also have responsibilities as charity trustees. The governance framework should therefore be capable of supporting the responsibilities that the organisation will have in practice.

Practical point: the Articles should be designed around the organisation you intend to operate, rather than treated simply as wording needed to complete the incorporation process.

What Happens if the Organisation Is Wound Up?

The governing document should also provide for dissolution and the treatment of remaining assets. For an organisation intended to operate as a charity, the relevant provisions should reflect the applicable charitable restrictions rather than treating the company's remaining assets as ordinary shareholder property.

Build the Company Around Its Purpose

Your Constitution Should Reflect the Organisation You Intend to Build

Before incorporation, the organisation should be able to explain what it exists to achieve, who it is intended to benefit, how it will operate and how its resources will support those purposes. The governing document should provide a practical constitutional framework for that model.

For an England and Wales organisation that subsequently applies for charity registration, the Charity Commission may consider the organisation's purposes and governing document as part of its regulatory assessment. Incorporation itself, however, remains a separate Companies House process.

Professional support: Coddan can assist with company incorporation, constitutional preparation and related corporate requirements within the agreed scope of the selected service. Where the formulation of charitable purposes, objects or specialist constitutional provisions requires legal or charity-law advice, the appropriate professional adviser should be consulted.

Choose Your Route

Choose the CharityReg Package That Matches Your Organisation

The most appropriate package depends on two practical considerations: where charity registration is being pursued and the level of professional support required. All four packages combine the establishment of a Company Limited by Guarantee with support for the applicable charity-registration route within the agreed scope.

Compare the Four CharityReg Packages

Use the comparison below to identify the relevant jurisdiction and the level of formation and charity-registration support that best matches your organisation.

Package Jurisdiction Support Level Registration Route Price
CharityReg Essential™ Straightforward combined route England & Wales Essential formation and charity-registration support Companies House + Charity Commission £495 + VAT
CharityReg Professional™ Broader professional support England & Wales Comprehensive formation and charity-registration preparation Companies House + Charity Commission £795 + VAT
CharityReg Scotland™ Scottish registration route Scotland Scottish charity-registration support Companies House + OSCR £895 + VAT
CharityReg Northern Ireland™ Northern Ireland registration route Northern Ireland Northern Ireland charity-registration support Companies House + CCNI £895 + VAT

How to Choose

CharityReg Essential™ — £495 + VAT: suitable where your intended charitable purpose and corporate structure are already clear and you primarily require essential formation and charity-registration support in England & Wales.

CharityReg Professional™ — £795 + VAT: suitable where you require more comprehensive professional assistance with the formation and preparation for charity registration in England & Wales.

CharityReg Scotland™ — £895 + VAT: designed for organisations pursuing charity registration in Scotland through the applicable Scottish regulatory route.

CharityReg Northern Ireland™ — £895 + VAT: designed for organisations pursuing charity registration in Northern Ireland through the applicable Northern Ireland regulatory route.

Important: All four packages relate to establishing a Company Limited by Guarantee. The applicable charity-registration route depends on the organisation's jurisdiction, while the level of professional support differs between the packages. Charity registration remains subject to the requirements and decision of the relevant charity regulator.

Corporate Structure

Directors, Members and Guarantors

A Company Limited by Guarantee and having no share capital is structured differently from a company limited by shares. There are no shareholders and no share capital. Instead, the company's constitutional structure is built around members, guarantors and directors.

Members participate in the company according to its governing document, guarantors undertake a defined guarantee in relation to the company's winding up, and directors are responsible for managing and governing the company. These are different roles, although in some organisations the same individuals may hold more than one role.

The Basic Corporate Architecture

No Share Capital No shares or shareholders.
Members Participate in the company's constitutional structure.
Guarantors Undertake the agreed guarantee.
Directors Manage and govern the company.
Membership

Members and Guarantors

Members form part of the company's constitutional structure. In a company limited by guarantee, members commonly undertake a guarantee under which they agree to contribute a specified amount if the company is wound up, subject to the company's governing document and applicable law.

The guarantee is generally a defined liability, not an investment in shares. Being a member or guarantor therefore does not give an individual shares in the company.

Management

Directors and Governance

Directors are responsible for the management and governance of the company and must act in accordance with their legal duties, the Articles of Association and the company's governance framework.

Where the company subsequently obtains charitable status, its directors may also have responsibilities as charity trustees. Those responsibilities should be considered alongside the company's purposes, activities and the requirements of the relevant charity regulator.

Membership Is Not Share Ownership

This is one of the most important differences between a CLG and a company limited by shares. Members may have voting and other constitutional rights under the Articles, but they do not hold shares simply because they are members. The company's assets therefore do not become the personal property of its members. The precise rights and decision-making powers are determined by the governing document and applicable legal requirements.

Why These Roles Matter for a Charitable Company

The people forming the company should understand which roles they are taking on before incorporation. The distinction between members, guarantors and directors becomes particularly important where the organisation intends to pursue formal charity registration and operate under a public-benefit governance model.

Members Hold constitutional membership rights rather than shares.
Guarantors Have the agreed guarantee obligation on winding up.
Directors Manage and govern the company.

Consider the Corporate Architecture Before Incorporation

Before incorporation, it is useful to establish who will become members, who will act as directors, what guarantee will apply and how the company will make decisions. These arrangements should work together with the proposed purposes, Articles of Association and wider governance model.

The precise membership rights, director responsibilities, guarantee arrangements and governance procedures depend on the company's Articles of Association and applicable legal requirements.

International Formation

International Founders, Director Residency and Identity Verification

You do not necessarily need to live in the UK to establish a Company Limited by Guarantee and having no share capital. An overseas individual may potentially become a director, member or guarantor, subject to the applicable Companies House requirements and the circumstances of the proposed company.

For international founders, however, several matters need to be kept separate: your nationality or place of residence, your director information, the company's registered office and identity verification are different requirements. One does not automatically replace another.

Can I establish the company from overseas? In many circumstances, yes. Overseas founders can potentially establish and participate in a UK company provided the applicable corporate and identity requirements are satisfied.
Must a director live in the UK? UK incorporation does not generally require every director to be UK-resident. Residence and incorporation are separate questions.
What about identity verification? Identity verification is a separate Companies House compliance requirement and should be considered independently of residence and address arrangements.
Overseas Founders

Establishing a UK Company From Outside the UK

An overseas founder may potentially participate in the company as a director, member or guarantor. The relevant issue is not simply where the individual lives, but whether the person and the proposed company satisfy the applicable incorporation, filing and identity requirements.

Once properly incorporated, the company is a UK-incorporated legal entity in its own right. The fact that its founders or directors are based overseas does not create a different category of company.

Director Residency

UK Incorporation Does Not Automatically Mean UK-Resident Directors

A director may live outside the UK while serving as a director of a UK company, provided the applicable legal, filing and identity requirements are satisfied. Director residence is therefore not the same thing as company incorporation.

Separate commercial or operational considerations may nevertheless make UK-based management, local corporate support or other arrangements relevant to a particular organisation. Those are business and operational considerations, rather than a general rule that every UK company must have a UK-resident director.

Three Different Address Concepts

International founders often encounter several address requirements during incorporation. They should not be treated as interchangeable.

Registered Office The company's official registered address for applicable statutory purposes.
Director's Service Address The address used for the director's applicable public corporate information.
Residential Address The director's private residential address, which is collected for applicable Companies House purposes.

Important: A professional registered office can provide an appropriate corporate address for the company, but it does not remove the requirement to provide the personal information required from directors or other relevant individuals.

Companies House Identity Verification

Identity Verification Is Its Own Compliance Step

Identity verification should be considered separately from nationality, residence and registered-office arrangements. Where verification applies to a director or other relevant individual, that person must complete the applicable process and provide the information required under the current Companies House framework.

For an overseas individual, the practical route may depend on the identification document available and the applicable verification process. It is therefore sensible to address identity verification before incorporation or the relevant filing is submitted, rather than treating it as an unrelated administrative step.

Professional Support

Support Through an ACSP

Coddan CPM Ltd is an Authorised Corporate Service Provider (ACSP) and a Trust and Corporate Service Provider (TCSP). Within the applicable framework and the agreed scope of the selected service, Coddan can assist with company formation requirements and related Companies House processes, including support connected with applicable identity-verification requirements.

The ACSP role does not replace the individual's own identity-verification obligations and does not mean that Coddan makes the statutory decision about whether an individual satisfies the applicable requirements. Companies House remains responsible for its statutory framework and decisions.

What an International Founder Should Prepare

If you are establishing a UK CLG from overseas, the practical preparation is to consider the company's registered office, the personal information required for each relevant individual, the director and membership structure and any applicable identity-verification requirements.

Any separate tax, immigration, banking, operational or regulatory considerations should be assessed according to the organisation's particular circumstances. These matters should not be confused with the basic Companies House question of whether an overseas individual can participate in a UK-incorporated company.

Professional guidance: Companies House requirements can depend on the role of the individual and the current statutory framework. Coddan can assist within the agreed scope of the selected service. Specialist immigration, tax, legal or regulatory advice should be obtained where the organisation's circumstances require it.

Incorporation Preparation

Preparing Your Company for Companies House

Once you have decided that a Company Limited by Guarantee and having no share capital is the appropriate structure, the next stage is to bring together the information required for incorporation. The aim is to make sure that the company's identity, constitutional arrangements, people and registered office information are properly prepared before the application is submitted.

This preparation stage is important because incorporation is the point at which the proposed organisation becomes a separate legal entity. Questions about the company's name, purposes, governance, members, directors or required information are therefore best addressed before submission rather than after the application has been filed.

Before Submission

The Five Areas of Incorporation Preparation

Before the Companies House application is submitted, the main elements to bring together are the company's identity, constitutional framework, people, registered office and applicable identity or filing information. The exact requirements depend on the company's circumstances and the applicable statutory framework.

1. Company Identity

The proposed company needs a suitable identity before the incorporation application is submitted. This includes the proposed company name and any additional name-related requirements that may apply.

Proposed company name Name availability considerations Sensitive-word considerations where applicable

2. Purposes, Objects and Articles

The company's constitutional framework should be considered before incorporation. Where the organisation intends to pursue charitable status, its proposed purposes, objects and Articles of Association should be consistent with the activities it intends to undertake and the governance structure through which it will operate.

Purposes / objects Articles of Association Governance provisions

3. Directors, Members and Guarantors

The people who will form and govern the company should be identified and the information required for their respective roles prepared. This includes the proposed directors, members or guarantors and the agreed guarantee arrangements.

Director information Members / guarantors Guarantee arrangements

4. Registered Office

A company must have an appropriate registered office address. This is the company's official address for applicable statutory purposes and should be distinguished from a director's residential address or director's service address.

The registered office belongs to the company. Choosing a professional registered office is a separate corporate-service decision and does not determine where the company's directors or members must live.

Identity & Filing

5. Identity Verification and Companies House Information

Identity and filing requirements should be addressed as part of the incorporation preparation process. Where identity verification applies to a proposed director or another relevant individual, the applicable process should be completed in accordance with the current Companies House requirements.

Identity Address applicable identity-verification requirements before filing where relevant.
Filing Information Prepare the information required for the proposed company's incorporation application.
Professional Support Coddan can assist with applicable incorporation and identity-verification support within the selected service scope.

A Simple Incorporation-Readiness Check

Before the incorporation application is submitted, you should be able to answer five practical questions:

1. What is the company called? Proposed name and any relevant name considerations.
2. What is it established to do? Purposes, objects and intended activities.
3. Who governs it? Directors, members, guarantors and governance arrangements.
4. Where is it registered? Registered office and applicable address arrangements.
5. Are the relevant identities ready? Applicable identity-verification requirements addressed.

From Preparation to Incorporation

Once the company's core information, constitutional arrangements, people and registered office details have been prepared, the incorporation application can move to the Companies House submission stage. Successful incorporation establishes the company as its own legal entity. The organisation can then move to the next stage of its intended charity-registration route, where applicable.

Professional support: Coddan can assist with incorporation preparation and related corporate requirements within the agreed scope of the selected service. Companies House remains responsible for its statutory decisions and filing requirements.

Incorporation & Next Stage

Companies House Incorporation and What Happens Next

Once the proposed Company Limited by Guarantee and having no share capital has been properly prepared, the incorporation application can be submitted to Companies House. If the application is accepted, the proposed organisation becomes an incorporated company with its own legal identity.

This is an important point in the overall journey: company incorporation and charity registration are two different processes. Incorporation establishes the corporate entity. It does not, by itself, create registered charity status. If the organisation intends to seek formal charity registration, that is a subsequent regulatory process through the appropriate jurisdiction-specific regulator.

The Incorporation Journey

Prepare → Submit → Incorporate → Pursue the Appropriate Charity Route

1. Prepare Prepare the company name, constitutional information, directors, members, registered office and other required information.
2. Submit Submit the incorporation application and required information through the applicable Companies House process.
3. Incorporate If Companies House accepts the application, the company is incorporated and receives its company number and incorporation documentation.
4. Charity Route If charity registration is intended, prepare and pursue the appropriate jurisdiction-specific regulatory process.

What Does Incorporation Actually Achieve?

Successful incorporation establishes the proposed company as a separate legal entity. The company has its own corporate identity, company number and constitutional framework and can conduct its affairs subject to applicable company-law and other requirements.

Separate Legal Entity The company exists in its own right once incorporated.
Corporate Identity The company has its own name, company number and registered corporate information.
Ongoing Corporate Life The company continues to exist independently of the accountants, company secretarial providers or other advisers it may use.
Important Distinction

Incorporation Does Not Automatically Create a Registered Charity

A company may be incorporated with charitable or purpose-led objects without being automatically entered on a charity register. Formal charity registration is a separate regulatory process, and the relevant regulator depends on the jurisdiction in which the organisation is seeking charitable status.

The regulator independently considers the organisation against the applicable requirements. Submitting a charity-registration application therefore does not guarantee that registration will be granted.

What Happens After Incorporation?

Once the company has been incorporated, the organisation has its corporate vehicle and can move into the next stage of its development. If formal charity registration is part of the plan, attention can then turn to the appropriate registration route and the requirements of the relevant regulator.

England & Wales Consider the Charity Commission for England and Wales route.
Scotland Consider the OSCR route and applicable Scottish requirements.
Northern Ireland Consider the CCNI route and applicable Northern Ireland requirements.

Your Company Is Not Dependent on One Service Provider

Once properly incorporated, the CLG is its own legal entity. The organisation may use an accountant, company secretarial provider, registered-office provider or other professional adviser, and it may change those providers as its needs develop. The company itself remains the underlying corporate entity. Its existence is therefore distinct from the professional firms that provide services to it.

Professional Support

From Incorporation to the Next Regulatory Stage

Coddan can assist with the corporate incorporation process and related preparation within the agreed scope of the selected service. Where charity registration is intended, the organisation can then consider the appropriate jurisdiction-specific registration route.

Companies House Stage Establish the company correctly as an incorporated legal entity.
Charity Stage Prepare for the appropriate regulator's separate registration process.
Ongoing Company Continue meeting the company's corporate, filing and governance obligations.

Next: Once the company has been incorporated, the next question is which charity-registration route applies to your organisation and what preparation that regulator requires.

England & Wales Regulatory Route

Charity Registration in England and Wales

If your company is being established in England and Wales and you intend to pursue formal registered-charity status, the relevant regulator is the Charity Commission for England and Wales. The charity-registration process is separate from Companies House incorporation and involves a further assessment of the organisation's purposes, governing document, activities and proposed public benefit.

The practical route is therefore not simply “form a company and become a charity.” The company should first be properly established, after which the organisation can prepare and pursue the appropriate charity-registration application.

England & Wales Route

Company Preparation → Incorporation → Charity Application → Regulator Assessment → Registration if Approved

1. Company Preparation Establish the proposed purposes, objects, governance arrangements and other corporate information.
2. Incorporation Incorporate the company through Companies House as a company limited by guarantee.
3. Charity Application Prepare and submit the relevant application and supporting information to the Charity Commission.
4. Regulator Assessment The Charity Commission considers the application against the applicable requirements.
5. Registration if Approved Formal registration follows only if the regulator is satisfied that the requirements are met.

What Does the Charity Application Need to Demonstrate?

The application should present a coherent picture of the organisation: what it is established to achieve, how it will operate, who it will benefit and how its resources will be applied. The proposed constitution and activities should therefore support the charitable purposes being presented to the regulator.

Charitable Purposes The purposes and objects should reflect the organisation's genuine intended purpose.
Public Benefit The proposed activities should support the public-benefit basis of the organisation.
Governance The governing document should provide an appropriate constitutional framework.
Activities The proposed activities should be consistent with the purposes and intended charitable operation.

Your Governing Document Matters

The Articles of Association should not be treated as paperwork that becomes irrelevant once the company has been incorporated. They form part of the company's constitutional framework and may be relevant to the charity-registration assessment. The company's purposes, objects, governance provisions and proposed activities should therefore be considered as a connected structure.

What Coddan Can Assist With

Preparation & Support

Within the agreed scope of the selected service, Coddan can assist with corporate preparation, incorporation and charity-registration application support.

This can include helping organise the information and documentation required for the relevant application route.

What the Regulator Decides

Assessment & Registration

The Charity Commission for England and Wales independently assesses the application and decides whether the organisation satisfies the applicable requirements for registration.

Coddan cannot guarantee the regulator's decision or registration outcome.

Charity Registration Is Not Guaranteed

Preparing and submitting an application does not mean that registration will automatically follow. The Charity Commission may consider the organisation's purposes, governing document, proposed activities, public benefit and other relevant information before reaching its decision.

Registration and any resulting tax treatment remain subject to the decisions and requirements of the relevant authorities.

If the Regulator Requires Further Information

A charity-registration process may involve questions, requests for clarification or requests for additional information. The organisation should respond to the regulator through the applicable process and ensure that information supplied remains consistent with its purposes, governing document and intended activities.

England & Wales Support

Prepare the Company First. Then Follow the Correct Regulatory Route.

For an England and Wales organisation pursuing formal charitable status, Coddan can provide professional support within the scope of the selected CharityReg registration package. The appropriate level of support depends on how prepared the organisation already is and how much preparation assistance is required.

England & Wales: The relevant regulator is the Charity Commission for England and Wales. Scotland and Northern Ireland follow different regulatory routes, which are explained separately below.

Scotland — Separate Regulatory Route

Charity Registration in Scotland

If your organisation is seeking charitable status in Scotland, the relevant regulator is the Office of the Scottish Charity Regulator (OSCR). This is a separate regulatory route from charity registration in England and Wales. A company limited by guarantee may provide the underlying legal structure, but the company does not become a Scottish charity simply because it has been incorporated.

OSCR assesses whether an organisation meets the Scottish charity test and, if the requirements are satisfied, enters the organisation on the Scottish Charity Register. The Scottish route therefore needs to be considered on its own terms rather than treated as the Scottish version of an England and Wales application. :contentReference[oaicite:0]{index=0}

The Scottish Registration Route

Stage 1
Choose the Legal Form Establish the appropriate corporate or other legal structure.
Stage 2
Prepare the Charity Purposes, activities, governance and governing document.
Stage 3
Establish Scottish Connection Consider the organisation's connection with Scotland.
Stage 4
Apply to OSCR Submit the online application and required supporting information.
Stage 5
OSCR Assessment OSCR determines whether the organisation meets the Scottish charity test.
Scottish Charity Test

What OSCR Assesses

To become a charity in Scotland, an organisation must pass the Scottish charity test. The test requires the organisation to have only charitable purposes and activities that provide public benefit in Scotland or elsewhere. :contentReference[oaicite:1]{index=1}

Only Charitable Purposes The organisation's purposes must fall within the applicable Scottish charity framework.
Public Benefit The organisation's activities must provide public benefit in Scotland or elsewhere.
Governing Document The constitutional document must support the selected legal form and charity requirements.

Public benefit is not established by charitable wording alone. OSCR considers what the organisation does, or intends to do, to advance its charitable purposes. Its assessment can take account of factors including private benefit, public disbenefit and whether conditions placed on access to the benefit are unduly restrictive. For example, charging fees does not automatically prevent an organisation from providing public benefit, but the circumstances and effect of those charges can be relevant to the assessment. :contentReference[oaicite:2]{index=2}

Governing Document and Trustee Information

The governing document needs to correspond with the legal form selected for the organisation. For a company, this will generally be its Articles of Association. OSCR specifically requires the appropriate governing document to be provided with the application and warns that supplying the wrong document for the selected legal form can result in an application being withdrawn. :contentReference[oaicite:3]{index=3}

Correct governing document Charitable purposes Proposed activities Charity trustee information Trustee declarations Supporting information
Important Scottish Requirement

Does the Organisation Have a Sufficient Connection with Scotland?

OSCR must refuse an application from an organisation that has no or only a negligible connection with Scotland. The relevant connection can involve factors such as the organisation's principal office, premises or activities in Scotland. :contentReference[oaicite:4]{index=4}

This means that an organisation considering Scottish registration should assess its actual connection with Scotland before assuming that an application can be made simply because its founders, directors or customers have a connection with the country.

Preparing the OSCR Application

OSCR's application process is designed to assess whether the proposed organisation can satisfy the Scottish charity test. Before applying, organisations are expected to consider matters including who will run the charity, trustee responsibilities, funding, planned activities, where the charity will be based, assets and costs, legal form, charitable purposes and governing document. :contentReference[oaicite:5]{index=5}

Online Application OSCR applications are submitted through its online application process.
Trustee Declarations Signed trustee declaration forms are required for each proposed charity trustee.
Governing Document The draft governing document must correspond with the selected legal form.

OSCR may request further information where necessary to make its assessment. The application process should therefore be approached as a regulatory assessment, not simply as an administrative filing. :contentReference[oaicite:6]{index=6}

What If the Organisation Also Operates in England and Wales?

A charity registered in another UK jurisdiction may still have to consider Scottish registration if it represents itself as a charity in Scotland and meets the applicable cross-border criteria. OSCR considers factors including where the organisation is established, where it is managed or controlled, whether it occupies premises in Scotland and the nature of its Scottish activities. :contentReference[oaicite:7]{index=7}

This is why a UK-wide operating model should not automatically be treated as a single charity-registration route. The organisation's actual structure and activities need to be considered in each relevant jurisdiction.

Where Coddan Can Help

Coddan CPM Ltd can provide professional support with the corporate preparation and OSCR application process within the agreed scope of the selected service. This can include helping organise the relevant information, documentation and supporting material required for the application.

Coddan does not make the charity-registration decision. OSCR independently assesses the organisation against the Scottish charity test and determines whether it should be entered on the Scottish Charity Register.

Scottish Charity Registration Is Not Guaranteed

Establishing or incorporating the underlying organisation does not guarantee entry on the Scottish Charity Register. OSCR must be satisfied that the organisation meets the applicable requirements of the Scottish charity test and may request additional information during its assessment. If the requirements are not met, OSCR cannot enter the organisation on the Scottish Charity Register. :contentReference[oaicite:8]{index=8}

CharityReg Scotland™ — £895 + VAT

Scottish Charity Registration Support

This service is designed for organisations pursuing the Scottish registration route. It should be considered in the context of the organisation's legal form, Scottish connection, charitable purposes, governing document and readiness for the OSCR process.

Regulatory distinction: OSCR is the Scottish charity regulator. Its charity-registration requirements and assessment process are separate from those of the Charity Commission for England and Wales and the Charity Commission for Northern Ireland. Scottish charitable status is obtained through the Scottish Charity Register, subject to OSCR's statutory assessment.

Northern Ireland — Separate Regulatory Route

Charity Registration in Northern Ireland

If your organisation is seeking charitable status under the law of Northern Ireland, the relevant regulator is the Charity Commission for Northern Ireland (CCNI). This is a separate regulatory framework from the Charity Commission for England and Wales and from the Office of the Scottish Charity Regulator.

A company limited by guarantee can provide the underlying corporate structure, but company incorporation does not itself create registered charity status in Northern Ireland. The organisation must satisfy the applicable Northern Ireland charity requirements and complete the CCNI registration process when it is called forward to do so. ([charitycommissionni.org.uk](https://www.charitycommissionni.org.uk/register-a-charity/registration/))

The Northern Ireland Registration Route

Stage 1
Establish the Structure Establish the appropriate legal and governance structure.
Stage 2
Prepare the Charity Purposes, governing document, trustees and supporting information.
Stage 3
Expression of Intent Notify CCNI that the organisation intends to register.
Stage 4
Call Forward CCNI contacts the organisation when it is called forward to apply.
Stage 5
CCNI Assessment CCNI assesses the application and makes the registration decision.
Important Northern Ireland Process

You Cannot Simply Skip the Call-Forward Stage

CCNI currently operates a staged call-forward process. Organisations intending to register should first complete an Expression of Intent. The Commission then calls organisations forward in groups and provides the information needed to begin the online registration application. ([charitycommissionni.org.uk](https://www.charitycommissionni.org.uk/register-a-charity/expression-of-intent-form/))

CCNI currently states that new Expressions of Intent are usually called forward within approximately eight weeks, although this is not a guarantee of a particular application date or registration outcome. Organisations with special circumstances may explain those circumstances when submitting the Expression of Intent. ([charitycommissionni.org.uk](https://www.charitycommissionni.org.uk/register-a-charity/expression-of-intent-form/))

What Must the Organisation Be Able to Demonstrate?

CCNI states that an organisation must meet the legal definition of a charity in Northern Ireland. In particular, the organisation must be an independent institution, have exclusively charitable purposes and be governed by the law of Northern Ireland. ([charitycommissionni.org.uk](https://www.charitycommissionni.org.uk/register-a-charity/registration/))

Independent Institution The organisation has control and direction over its own governance and resources.
Exclusively Charitable Purposes The organisation's purposes must fall within the applicable charitable-purpose framework.
Northern Ireland Law The organisation must be governed by the law of Northern Ireland.

Charitable purposes alone are not enough. Under the Northern Ireland framework, the organisation must also demonstrate public benefit. CCNI explains that all of an organisation's purposes must fall within one or more of the statutory descriptions of charitable purpose and be carried out for the public benefit. ([charitycommissionni.org.uk](https://www.charitycommissionni.org.uk/register-a-charity/the-12-charitable-purposes/))

Governing Document, Trustees and Supporting Information

The governing document is the organisation's legal rulebook. For a charitable company, this will include its Articles of Association. The governing document needs to explain the organisation's purposes, governance, trustee arrangements and what happens if the organisation closes. ([charitycommissionni.org.uk](https://www.charitycommissionni.org.uk/register-a-charity/model-governing-documents/))

Articles of Association Charitable purposes Trustee / director information Trustee declarations Planned activities Supporting information

Directors of a Charitable Company and Charity Trustees

Where the organisation is a charitable company, its directors can also be its charity trustees for charity-law purposes. The terminology can therefore differ depending on whether the issue is being considered under company law or charity law. The individuals responsible for governing the organisation should understand both sets of responsibilities where both frameworks apply.

What Happens When CCNI Calls the Organisation Forward?

Once called forward, the organisation can begin the online charity-registration application using the information and access details supplied by CCNI. Applications are submitted online unless specific accessibility requirements apply. ([charitycommissionni.org.uk](https://apps.charitycommissionni.org.uk/outreach/RegistrationLanding.ofml))

The application should therefore be treated as the final stage of a preparation process, rather than as the first step. Having the governing document, trustee information, charitable purposes, activities and supporting information ready can help the organisation respond to the registration process when it is called forward.

Where Coddan Can Help

Coddan CPM Ltd can provide professional support with the corporate preparation, governing-document information and relevant registration-preparation work within the agreed scope of the selected service.

Where the organisation has reached the appropriate stage of the CCNI process, Coddan can also assist with preparing the information required for the registration application. Coddan does not control the call-forward process and does not make the registration decision. CCNI remains responsible for its statutory assessment and decision.

Corporate Preparation Support with the underlying company and relevant corporate information.
Registration Preparation Help organise information and documentation for the applicable CCNI process.
Regulatory Boundary CCNI controls the call-forward process and decides whether registration is granted.

Registration Is Not Guaranteed

Completing an Expression of Intent, being called forward or submitting a registration application does not guarantee that CCNI will register the organisation. The Commission assesses whether the organisation satisfies the applicable Northern Ireland requirements and may request further information before reaching its decision.

CharityReg Northern Ireland™ — £895 + VAT

Northern Ireland Charity Registration Support

This service is designed for organisations pursuing the Northern Ireland charity-registration route. The service should be considered in the context of the organisation's legal structure, governing document, charitable purposes, trustee arrangements, Expression of Intent and readiness for the CCNI process.

Regulatory distinction: The Charity Commission for Northern Ireland is responsible for charity registration under the Northern Ireland framework. Its registration process, eligibility requirements and call-forward arrangements are separate from those of the Charity Commission for England and Wales and OSCR in Scotland.

UK-Wide Operations

Operating Across UK Jurisdictions

A UK organisation may operate across more than one part of the United Kingdom, but that does not necessarily mean that it has one single charity-registration route. The United Kingdom contains different legal and regulatory frameworks for England and Wales, Scotland and Northern Ireland, and the appropriate route depends on the organisation's structure, location, purposes and activities.

One UK company does not necessarily mean one UK charity registration.

England & Wales
Charity Commission for England and Wales Charities operating under the England and Wales framework are subject to the registration and regulatory requirements of the Charity Commission for England and Wales.
Scotland
OSCR Organisations seeking Scottish charitable status are subject to the separate Scottish regulatory framework administered by OSCR.
Northern Ireland
CCNI Organisations seeking Northern Ireland charitable status follow the separate framework administered by the Charity Commission for Northern Ireland.

Company Law and Charity Regulation Are Different Questions

The organisation's corporate existence and its charitable status should be considered separately. Incorporation establishes the company as a legal entity. Charity registration is a separate regulatory process through the relevant charity regulator.

Corporate Structure The company's legal form, directors, members, governing document and Companies House obligations.
Charity Status The relevant regulator's assessment of whether the organisation satisfies the applicable charity requirements.
Ongoing Operations The organisation's actual activities, contracts, funding, employees and operations may create additional considerations.
Cross-Border Activities

What If Your Organisation Works Across the UK?

A company may have projects, members, customers, employees, premises or beneficiaries in more than one UK jurisdiction. Operating across borders does not automatically mean that the organisation must establish a separate company in every jurisdiction. However, the organisation may need to consider whether its charity status, activities or regulatory obligations create additional requirements in another jurisdiction.

The key question is not simply where the company was incorporated. Consider where the organisation is based, where it operates, what it represents itself as, where its charitable activities take place and which regulatory framework applies to those activities.

There Is No Single UK Charity Regulator

This is one of the most important distinctions for organisations planning to operate across the United Kingdom. Charity regulation is not administered by one central “UK Charity Commission”. England and Wales, Scotland and Northern Ireland have their own regulatory authorities and their own applicable frameworks.

Different Regulator Each jurisdiction has its own charity regulator.
Different Requirements Registration tests, procedures and regulatory requirements can differ.
Cross-Border Considerations Activities outside the original jurisdiction may create additional regulatory questions.

Practical Examples

England & Wales Organisation A company established for charitable purposes in England and Wales may pursue registration with the Charity Commission for England and Wales.
Scottish Activities If the organisation also operates in Scotland, it should consider whether the Scottish regulatory framework creates additional requirements.
Northern Ireland Activities Activities in Northern Ireland may also require consideration of the separate CCNI framework and its applicable cross-border rules.

Plan the Operating Model, Not Just the Registration

If your organisation expects to operate across the United Kingdom, consider the corporate structure, charitable purposes, governance, locations, activities and regulatory relationships together. The objective is not necessarily to create multiple companies or registrations, but to understand which obligations apply to the organisation as its activities develop.

Professional guidance: Cross-border charity regulation can depend on the organisation's structure, activities, location and circumstances. Coddan can assist with corporate and related administrative requirements within the agreed scope of the selected service. Where specialist charity-law, legal or tax advice is required, the appropriate professional adviser should be consulted.

Operating & Governance Structure

Trading Activities, Trading Subsidiaries and Ongoing Governance

Establishing a charitable company does not necessarily mean that the organisation must operate without commercial activity. Depending on its purposes, governing document, activities and regulatory requirements, a charitable company may undertake income-generating activities, provide services, enter contracts, charge fees and participate in other forms of genuine economic activity.

As the organisation grows, however, it may become useful to consider whether certain commercial activities should remain within the charitable company or whether a separate trading subsidiary would provide a more appropriate corporate structure. This is a structural decision rather than an automatic consequence of charity registration.

Option 1 — Trading Within the Company

Can the Charitable Company Trade?

In appropriate circumstances, the charitable company itself may undertake trading and other income-generating activities. The important question is not simply whether money is received, but whether the proposed activities are consistent with the organisation's purposes, governing document, charitable obligations and applicable tax and regulatory requirements.

Services & Contracts The organisation may provide services or enter commercial contracts where appropriate.
Fees & Earned Income Income can potentially arise from fees, services, memberships or other activities.
Charitable Purpose Income-generating activity still needs to be considered within the organisation's wider charitable framework.
Option 2 — Separate Commercial Vehicle

When Might a Trading Subsidiary Be Considered?

Where an organisation expects to develop substantial or commercially focused activities, it may consider establishing a separate trading subsidiary. The subsidiary is a separate company with its own directors, contracts, records, accounting and statutory responsibilities.

A separate trading company can provide a distinct corporate vehicle for appropriate commercial activities, while the charitable company remains focused on its charitable purposes and governance. Whether that separation is appropriate depends on the organisation's actual activities and circumstances.

Separate Company The trading subsidiary has its own legal identity and corporate obligations.
Commercial Activities Appropriate commercial contracts and activities can be conducted through the separate vehicle.
Not Automatic A trading subsidiary is an optional structural pathway, not a requirement for every charitable company.

One Organisation — Two Possible Operating Models

Charitable Company Only

Charitable purposes, governance and appropriate income-generating activities are operated within one incorporated entity.

OR
Charitable Company + Trading Subsidiary

The charitable company and a separate commercial company operate as distinct corporate entities with their own responsibilities.

Separate incorporation means separate corporate responsibility. If a trading subsidiary is established, it is not simply a trading “department” of the charity. It has its own company records, directors, contracts, accounting, tax considerations and statutory obligations. The relationship between the charitable company and subsidiary should therefore be structured and documented appropriately.

Ongoing Governance

Incorporation Is the Beginning of the Governance Cycle

Once the company has been incorporated and, where applicable, registered as a charity, the organisation needs to maintain its corporate and regulatory obligations. Governance is therefore not a one-time incorporation task.

Statutory company records Companies House filings Accounting & financial records Trustee / director responsibilities Charity reporting Governance decisions

Your Company Remains the Legal Entity

The organisation's legal existence does not depend on retaining one particular accountant, bookkeeper or company secretarial provider. A properly incorporated company continues to exist as its own legal entity while its professional advisers can change as the organisation develops. An organisation may therefore start with a small accounting firm, move to a larger provider as its operations grow, or change advisers for any other commercial reason, without changing the underlying corporate identity of the company.

Next Structural Pathway

Company Limited by Guarantee + Trading Subsidiary Formation

If your plans involve both a charitable purpose-led organisation and substantial commercial activity, a Company Limited by Guarantee + Trading Subsidiary Formation structure may be worth considering. The charitable company and the trading company can have distinct roles while remaining connected through an appropriate corporate relationship.

This is a more developed structural model and should be considered according to the organisation's actual activities, governance, funding, tax position and longer-term plans. A trading subsidiary should not be established merely because an organisation has charitable status.

Professional guidance: Trading, taxation, charitable status and the relationship between a charity and a trading subsidiary can involve specialist considerations. Coddan can assist with corporate formation and related administrative services within the agreed scope. Specialist legal, charity-law or tax advice should be obtained where the organisation's circumstances require it.

Corporate Support Options

Your Registered Office and Additional Corporate Support

Every company needs an appropriate registered office for the purposes of its corporate registration and statutory correspondence. You can use an address that is already available to your organisation or consider a professional registered office service if you prefer not to use a home or operational address for this purpose.

The registered office is a corporate requirement, not a component of charity registration itself. The appropriate arrangement depends on your circumstances, privacy requirements, where the organisation operates and how you want statutory correspondence to be handled.

Option 1

Use Your Own Address

If you have an appropriate address that satisfies the applicable registered-office requirements, your organisation may use its own premises or another suitable address for its registered office.

The address should be capable of receiving official company correspondence and should remain properly maintained as the company's registered office.

Option 2

Use a Professional Registered Office

A professional registered office service can provide an established business address for the company's statutory correspondence and may be useful where founders do not have suitable premises or prefer a separate corporate address.

This can be particularly useful for founders establishing an organisation from home or for organisations whose operational arrangements may change over time.

Address Privacy

Registered Office vs Residential Address

The company's registered office is a company address. It should not be confused with the residential address of a director, trustee, member or guarantor. Where an individual is concerned about using a home address for public corporate records, separate address arrangements may be available depending on the role and service required.

Registered Office The company's official registered address for applicable statutory purposes.
Director Service Address A separate address arrangement relevant to a director's corporate information.
Residential Address An individual's private residential address should not be treated as the company's registered office by default.

Why Might an Organisation Choose a Professional Address?

A professional registered office can be useful for practical and privacy reasons. It may allow the organisation to keep statutory correspondence separate from a founder's home address and provide a stable corporate address even when the organisation's operating arrangements change.

Privacy Avoid using a home address as the company's registered office where an alternative is appropriate.
Stability Maintain a consistent corporate address when operating arrangements change.
Correspondence Provide an established location for receiving applicable statutory correspondence.

Additional Corporate Support Can Be Added Separately

The charity-registration packages are designed around the registration process. Other corporate services can be considered separately according to what your organisation actually needs.

Company Secretarial Additional support with corporate administration and statutory matters.
Governance Support Additional assistance where the organisation needs ongoing corporate support.
Registered Office Professional registered-office arrangements can be selected separately.
Other Corporate Services Additional services can be added where relevant to the organisation.

Your corporate structure comes first. The registered office and other professional services are support arrangements around the company. They can be selected, changed or expanded as the organisation develops without changing the underlying identity of the properly incorporated company.

Scope note: A registered office service and additional corporate support are separate from the four main CharityReg registration packages unless expressly stated otherwise in the relevant service description.

Choose Your Registration Route

Which Charity Registration Package Fits Your Organisation?

The appropriate service depends first on where your organisation is seeking charitable registration and, for England and Wales, how much preparation has already been completed. The four packages are therefore designed around different registration situations rather than treating every UK organisation as the same.

Start With Your Registration Situation

Already Prepared? Choose CharityReg Essential™.
Need More Preparation? Choose CharityReg Professional™.
Scotland? Choose CharityReg Scotland™.
Northern Ireland? Choose CharityReg Northern Ireland™.
England & Wales

CharityReg Essential™

£495 + VAT

Essential Charity Registration Support — England & Wales

Designed for organisations that already have their charitable company structure, governing document and core information substantially prepared.

Includes:
  • Review of information required for the application
  • Review of proposed charitable purposes and supporting information
  • Preparation and checking of the Charity Commission application
  • Review of trustee/director information
  • Assistance with supporting documentation
  • Submission support
  • Assistance with straightforward Charity Commission queries arising from the application
Best for Organisations that have already completed most of the structural work and need professional application assistance.
Choose CharityReg Essential™
England & Wales — Comprehensive

CharityReg Professional™

£795 + VAT

Comprehensive Charity Registration & Preparation — England & Wales

A coordinated preparation service for organisations that want professional assistance across the charitable company structure and Charity Commission application.

Includes:
  • Review of the proposed charitable structure
  • Review of charitable objects and purposes
  • Review of the charitable company's Articles of Association
  • Preparation and checking of the Charity Commission application
  • Preparation and organisation of supporting information
  • Review of trustee/director information
  • Coordination of application documentation
  • Submission support
  • Assistance with straightforward Charity Commission queries and requests for clarification
  • Coordination between the company's constitutional structure and proposed charity registration
Best for Founders and organisations wanting a more complete professional preparation service rather than simply having an application checked.
Choose CharityReg Professional™
Scotland

CharityReg Scotland™

£895 + VAT

Scottish Charity Registration Support — Scotland

Professional support for organisations seeking charitable status under the Scottish regulatory framework.

Includes:
  • Initial review of the proposed charitable structure
  • Review of charitable purposes and governing-document requirements
  • Preparation and checking of the OSCR registration application
  • Review of trustee/director information
  • Organisation of supporting documentation
  • Application submission support
  • Assistance with straightforward OSCR queries
  • Consideration of relevant Scottish requirements where the organisation operates across jurisdictions
Best for Organisations seeking Scottish charitable registration and founders navigating a route separate from England and Wales.
Choose CharityReg Scotland™
Northern Ireland

CharityReg Northern Ireland™

£895 + VAT

Northern Ireland Charity Registration Support — Northern Ireland

Professional support structured around the Northern Ireland charity-registration framework and applicable CCNI process.

Includes:
  • Initial review of the proposed charitable structure
  • Review of charitable purposes and governing documentation
  • Preparation and checking of registration documentation
  • Review of trustee/director information
  • Organisation of supporting documents
  • Application preparation and submission support where the organisation is eligible and has been called forward under the applicable CCNI process
  • Assistance with straightforward CCNI queries
Best for Organisations establishing a charitable structure in Northern Ireland or preparing to proceed through the applicable CCNI process.
Choose CharityReg Northern Ireland™

The Four Packages Serve Different Situations

The £495 → £795 → £895 progression reflects the nature of the service rather than simply increasing the number of features. The first two packages address different levels of preparation in England and Wales, while the £895 packages reflect the separate regulatory routes in Scotland and Northern Ireland.

A Simple Way to Choose

Already prepared? CharityReg Essential™ — £495 is designed for application-focused support.
Need comprehensive preparation? CharityReg Professional™ — £795 coordinates the wider preparation process.
Scotland? CharityReg Scotland™ — £895 follows the separate Scottish regulatory route.
Northern Ireland? CharityReg Northern Ireland™ — £895 follows the applicable CCNI process.

Important: Charity registration remains subject to the assessment and decision of the relevant regulator. Coddan does not guarantee registration, approval of charitable purposes, recognition of a particular structure or any particular tax treatment. The packages provide professional preparation and application support within the agreed scope of the selected service.

Professional Support & Final Route Selection

Choose the Right Corporate and Charity-Registration Route

Establishing a charitable organisation involves bringing together the corporate structure, governing arrangements, charitable purposes and applicable regulatory route. Coddan provides professional assistance with the corporate formation and, where selected, the preparation and support required for the applicable charity-registration process.

Coddan

Professional Support

Within the agreed scope of your selected package, Coddan can assist with:

  • Company Limited by Guarantee formation and incorporation preparation;
  • corporate information and supporting documentation;
  • governing-document and charitable-purpose preparation support;
  • applicable Companies House identity-verification requirements;
  • preparation for the relevant charity-registration route;
  • administrative and submission support within the selected service scope;
  • additional corporate, governance and compliance services where separately required.
Regulatory Decision

What the Relevant Regulator Decides

Charity registration is a separate regulatory process. The relevant charity regulator independently considers whether the organisation satisfies the applicable requirements and whether registration should be granted.

England & Wales — Charity Commission Scotland — OSCR Northern Ireland — CCNI

Important: Incorporation and Charity Registration Are Separate

Incorporation of the company does not automatically create registered-charity status. Companies House establishes the corporate entity, while the relevant charity regulator considers the charity-registration application under its applicable requirements. Charity registration and other regulatory outcomes remain subject to the decision and requirements of the relevant authority.

Which CharityReg Route Applies to You?

Start with the jurisdiction in which charity registration is being pursued and then select the level of professional support that matches your organisation's circumstances. There is no single UK-wide charity-registration application.

England & Wales Charity registration through the Charity Commission for England and Wales. View England & Wales packages →
Scotland Scottish charitable registration through OSCR. View Scotland package →
Northern Ireland Charitable registration through CCNI. View Northern Ireland package →

Professional Support Beyond Incorporation

Your organisation may require additional corporate or compliance services as it develops. Depending on your circumstances, Coddan can also support areas such as identity verification, registered-office arrangements, governance, company-secretarial requirements and related corporate services.

Ready to Choose Your CharityReg Package?

Compare the four CharityReg packages and select the route that matches your organisation's jurisdiction, intended structure and required level of professional support.

Compare CharityReg Packages

Coddan CPM Ltd is an Authorised Corporate Service Provider (ACSP) and a Trust and Corporate Service Provider (TCSP). Services are provided within the agreed scope of the relevant service. Companies House and the applicable charity regulator remain responsible for their respective statutory decisions.