What Does a CLG Without “Limited” Mean?

A Company Limited by Guarantee can, where the applicable statutory and constitutional conditions are satisfied, use a registered company name without the usual “Limited” or “Ltd” ending.

The exemption changes the company's registered name — not its underlying corporate form. The organisation remains a private company limited by guarantee, with members/guarantors, directors, constitutional documents and the applicable Companies House obligations.

Important: the exemption is not simply a naming preference. The proposed CLG must satisfy the applicable statutory and constitutional requirements, including the conditions reflected in its Articles of Association. Selecting the CLG Limited Exemption Add-On™ does not by itself establish eligibility.

Why Does a CLG Normally Use “Limited”?

A Company Limited by Guarantee is normally subject to the same statutory naming principle as other private limited companies: its registered name generally ends with “Limited” or “Ltd”.

“Limited” Identifies the Company's Legal Form

Under the Companies Act 2006, the name of a private limited company normally has to end with “limited” or “ltd”. This naming requirement applies because the company is a limited-liability company. For a CLG, the liability of each member is limited to the amount that member has agreed to contribute to the company's assets if the company is wound up.

The important point: the exemption is not the normal position for a CLG. It is a specific statutory exception available to qualifying private companies limited by guarantee. The company must satisfy the relevant conditions before it can use a name without the usual “Limited” or “Ltd” ending.

Why this matters when forming your CLG: if you want your proposed company to use a name without “Limited”, this should be considered during the formation planning stage. It is not simply a naming preference that can be assumed after incorporation; the relevant exemption requirements need to be addressed as part of the appropriate Companies House route.

When Can a CLG Qualify for the “Limited” Exemption?

A private Company Limited by Guarantee may qualify to use a registered name without “Limited” or “Ltd” where its Articles of Association satisfy the applicable statutory conditions.

The exemption is conditional. It is not available simply because an organisation describes itself as a non-profit, association or community organisation. The proposed CLG needs to meet the relevant requirements concerning its objects, application of income, member distributions and treatment of assets on winding up.

Eligibility Should Be Considered Before Incorporation

If you are establishing a new CLG and want to use the exemption, the proposed company name, objects and constitutional arrangements should be considered before the incorporation information is submitted. Companies House currently allows a private CLG to apply for the exemption when registering the company, provided the applicable conditions are met.

Important: selecting the CLG Limited Exemption Add-On™ does not itself establish that the company qualifies. The £50 one-time fee covers the additional exemption service selected with the formation package; the statutory eligibility conditions still need to be satisfied.

The Four Conditions Behind the Exemption

A CLG cannot simply choose to remove “Limited” from its registered name. The exemption depends on the company's Articles of Association satisfying four important statutory conditions.

These Conditions Work Together

The exemption is therefore connected to the purpose, use of income, treatment of member interests and destination of assets within the company's constitutional framework. Meeting only one or two of these conditions does not by itself establish eligibility for the exemption.

Why the Articles matter: these requirements should be considered when the company's constitution is being prepared. If your proposed objects or membership arrangements require more tailored constitutional provisions, explore our CLG Custom Objects / Constitutional Solutions before proceeding with the exemption option.

Important: the CLG Limited Exemption Add-On™ provides an additional service route for a proposed qualifying CLG. The £50 fee does not itself create eligibility, and the applicable statutory and constitutional requirements still need to be satisfied.

Who May Benefit From a CLG Without “Limited”?

The statutory exemption can be relevant to a range of purpose-led and membership-based organisations, provided the proposed CLG satisfies the applicable legal and constitutional conditions.

The organisation's purpose matters more than its label. Calling an organisation a “non-profit”, “association”, “community organisation” or “membership organisation” does not automatically make it eligible. The proposed company's objects and constitutional provisions need to satisfy the relevant exemption conditions.

“May Qualify” Does Not Mean “Automatically Qualifies”

The examples above should be treated as practical starting points rather than an eligibility test. The relevant question is whether the proposed company's objects, income provisions, member restrictions and winding-up provisions satisfy the statutory requirements. If the organisation's proposed purpose or constitution is more specialised, the appropriate constitutional route should be considered before the exemption is selected.

Need to consider whether your proposed objects and Articles are suitable for the exemption? Explore our CLG Custom Objects / Constitutional Solutions for further guidance on the constitutional side of your CLG structure.

Custom Objects, Articles & Constitutional Requirements

If you want a CLG to use the “Limited” Exemption, its proposed objects and constitutional arrangements need to be considered carefully before the incorporation information is submitted.

The exemption is connected to the company's constitution. The Articles of Association need to contain the relevant provisions concerning the company's objects, application of income, member distributions and treatment of assets on winding up. The exemption should therefore be considered as part of the company's formation structure rather than as a separate naming decision.

When to Consider Custom Constitutional Support

If your proposed CLG has specific objects, multiple purposes, unusual membership arrangements or other constitutional requirements, consider the constitutional position before selecting the CLG Limited Exemption Add-On™. The £50 add-on does not replace or include specialist constitutional drafting unless expressly stated as part of the service selected.

Need more than standard formation information? Explore Coddan's CLG Custom Objects / Constitutional Solutions for professional assistance with the constitutional side of your proposed CLG.

New CLG — Add the “Limited” Exemption During Incorporation

If you are forming a new Company Limited by Guarantee and the proposed company satisfies the applicable conditions, the exemption from using “Limited” or “Ltd” can be addressed as part of the incorporation process.

The exemption should be considered before the company is incorporated. For a new CLG, the relevant exemption information is dealt with as part of the incorporation application rather than through the NE01 form, which is used for an existing company seeking to remove “limited” or “cyfyngedig” from its name.

Important: The Online Companies House Route Has Limits

Companies House states that its standard online incorporation service can be used for a private CLG where there are only individual guarantors and the company is not applying for an exemption from using “Limited”. If a new CLG is applying for the exemption, the applicable incorporation route and supporting information therefore need to be considered rather than assuming that the standard online service will accommodate the exemption.

The £50 add-on does not create eligibility. The CLG Limited Exemption Add-On™ is an additional service selected alongside your chosen CLG formation package. The proposed company must still satisfy the applicable statutory and constitutional conditions before the exemption can be used.

New CLG? Choose your preferred CLG formation package first, then consider the CLG Limited Exemption Add-On™ — £50 one-time where the proposed company is intended to satisfy the applicable exemption conditions.

CLG Limited Exemption Add-On™ — £50 One-Time

The CLG Limited Exemption Add-On™ is a one-time professional service that can be considered alongside the appropriate CLG incorporation route where the proposed company is intended to qualify for the statutory exemption from using “Limited”, “Ltd” or the applicable Welsh equivalent in its registered name.

This is an additional service — not a fifth formation package. Once the organisation, circumstances and desired registered name are understood, Coddan can establish the appropriate formation package and whether the £50 one-time Limited Exemption service is relevant, subject to the proposed CLG satisfying the applicable exemption conditions.

Why Founders May Choose Professional Assistance

The standard GOV.UK online incorporation service does not accept a private CLG application seeking this exemption. The correct submission method and its statutory fee must be established for the proposed application.

Coddan's role is to provide professional assistance with the applicable formation information, constitutional documentation and Companies House submission route. As an ACSP, Coddan can act as an authorised agent where the relevant filing route and service requirements allow. An ACSP does not replace Companies House requirements, and the proposed company must still satisfy the statutory conditions.

What the £50 Service Covers

• Professional coordination of the Limited Exemption service within the appropriate CLG formation route.
• Review of the relevant formation information provided for the exemption route.
• Coordination of the applicable Companies House exemption information and submission route.
• Assistance in identifying where the proposed Articles and objects need to be considered in connection with the exemption.
• Guidance on whether additional constitutional or specialist support may need to be considered separately.

What the £50 Does Not Mean

• It is not the total cost of incorporating your CLG.
• It does not automatically make the proposed company eligible for the exemption.
• It does not mean that bespoke constitutional drafting is automatically included.
• It does not replace Companies House's statutory requirements or its role as registrar.
• It does not mean that the company becomes a charity simply because it uses the exemption.

Need bespoke constitutional assistance? If your proposed objects, membership arrangements or Articles require more detailed consideration, explore our CLG Custom Objects / Constitutional Solutions before selecting the Limited Exemption option.

Already Have a CLG With “Limited” in Its Name?

If your Company Limited by Guarantee is already incorporated with “Limited” or “Ltd” in its registered name, the process is different from forming a new CLG with the exemption.

Do not start again with a new company simply because you want to remove “Limited”. An existing CLG may have a separate statutory route for notifying Companies House of its exemption, provided the company satisfies the applicable requirements. Companies House provides form NE01 specifically for an existing company limited by guarantee seeking this exemption.

Your Existing CLG Does Not Automatically Qualify

The fact that your organisation is already a CLG, operates on a non-profit basis or has charitable or community aims does not by itself establish eligibility. The relevant objects and constitutional provisions still need to satisfy the statutory conditions for the exemption.

What Happens If Your Articles Need Attention?

Before proceeding with an existing-company exemption, it may be appropriate to consider whether the company's current Articles and objects contain the provisions required for the exemption. If your constitutional arrangements need more detailed consideration, this should be addressed separately from the filing itself.

Coddan can discuss your existing CLG's circumstances and explain what information is required before the appropriate service route is confirmed.

How to Start an Existing CLG Enquiry

There is currently no separate online order form for this existing-CLG service. Contact Coddan by phone or email with your company details. We will explain the information required, discuss the applicable route and, if the service is suitable, issue an invoice for payment by credit/debit card or PayPal.

Already have a CLG? Contact Coddan on 0330 808 0089 or info@coddan.co.uk to discuss your existing company's position.

NE01 — The Existing Company Route

If your Company Limited by Guarantee is already incorporated with “Limited” or “Ltd” in its registered name, form NE01 provides the specific Companies House route for an existing company seeking exemption from the requirement to use that ending.

NE01 is for an existing company — not a new incorporation. This distinction is important. The current NE01 form is designed for a company limited by guarantee that is already registered and wishes to notify the Registrar that it is exempt from the requirement to use “limited” or “cyfyngedig” in its name.

NE01 Does Not Create Eligibility

Submitting NE01 is not a substitute for satisfying the statutory requirements. The existing CLG must already meet the relevant conditions, including the requirements concerning its objects, application of income, restrictions on member distributions and treatment of assets on winding up.

NE01 Is Not the New-Company Route

If you are forming a new CLG, you should not use NE01 to request the exemption. The exemption is addressed through the applicable incorporation route. Companies House's current NE01 documentation expressly states that the form cannot be used to drop “limited” or “cyfyngedig” when incorporating a company.

How Coddan Can Assist With an Existing CLG

Coddan can help you understand the information required for the existing-company route and coordinate the applicable Companies House filing. There is currently no separate online order form for this service. Contact us by phone or email, and we will explain what information is needed, confirm the appropriate service and issue an invoice for payment by credit/debit card or PayPal.

Need to discuss your existing CLG? Call 0330 808 0089 or email info@coddan.co.uk.

Existing CLG Name Amendment — Contact Coddan

Already have a Company Limited by Guarantee with “Limited” or “Ltd” in its registered name? You may still be able to use the statutory exemption if your existing CLG satisfies the applicable requirements.

You do not necessarily need to form a new company. An existing private company limited by guarantee can use the applicable Companies House route to seek exemption from the requirement to use “Limited”, “Ltd”, “cyfyngedig” or the applicable permitted alternative, provided the company meets the relevant statutory conditions.

Your Existing Articles May Need to Be Considered

The exemption depends on the company satisfying specific statutory requirements, including requirements concerning its objects, application of income, restrictions on dividends or return of capital, and treatment of assets on winding up.

If your existing Articles do not contain the provisions required for the exemption, additional constitutional work may need to be considered separately before the appropriate Companies House filing route is used. Coddan can help you identify this issue before the filing is coordinated.

NE01 — The Existing-Company Exemption Route

NE01 is the Companies House form used to notify the Registrar that an existing company limited by guarantee is exempt from the requirement to use “limited” or “cyfyngedig” in its name.

The NE01 form itself confirms that it is not for dropping “limited” or “cyfyngedig” when incorporating a company. For a new CLG, the exemption is addressed through the incorporation route instead.

How Coddan Can Assist With an Existing CLG

Coddan can assist you in understanding the information required for the existing-company route, discuss the relevant constitutional considerations and coordinate the applicable Companies House filing where the service is appropriate.

We do not currently provide a separate online order form for this existing-CLG service. Instead, we use an enquiry-first process so that the company's circumstances can be considered before the service is confirmed.

What Happens After You Contact Us?

Existing CLG Service — Enquiry and Payment

Once the service has been discussed and confirmed, Coddan will issue an invoice. Payment can be made by credit/debit card or PayPal. This enquiry-first approach allows the applicable route to be established before payment rather than asking an existing company to purchase a standard new-incorporation service.

Need Constitutional Assistance?

If your existing CLG has specific objects, membership arrangements or Articles that need further consideration, explore our CLG Custom Objects / Constitutional Solutions before proceeding with the exemption route.

Already Incorporated? Contact Coddan

If you already have a CLG with “Limited” or “Ltd” in its registered name and want to explore whether the statutory exemption may apply, contact us before making changes to the company.

We will explain the information required and the appropriate next step for your existing CLG.

Members, Guarantors & Directors Remain Part of the CLG

Removing “Limited” from a qualifying CLG's registered name does not remove its underlying corporate structure. The company remains a Company Limited by Guarantee with its members, guarantors, directors and constitutional framework.

The exemption concerns the company's name — not the company's legal structure. A CLG without “Limited” still operates as a company limited by guarantee. Its members continue to provide the agreed guarantee, its directors remain responsible for managing the company, and its constitutional documents continue to govern the organisation.

The Exemption Does Not Remove Corporate Responsibilities

A qualifying CLG without “Limited” remains subject to the applicable Companies House filing and corporate record requirements. Directors continue to have their statutory responsibilities, and the company must continue to maintain accurate information about its directors and members as required.

The exemption should therefore be understood as a specific statutory exception relating to the company's registered name, rather than as a reduction in the organisation's general corporate or governance obligations.

Planning a multi-member or multi-director CLG? If your organisation will have several members/guarantors, multiple directors or a combination of individual and corporate participants, the membership and governance structure should be considered alongside the company's objects and Articles before incorporation.

Need help with the wider CLG structure? Explore our CLG Formation With Multiple Members / Guarantors or discuss your proposed structure with Coddan before selecting your formation route.

A CLG Without “Limited” Is Not Automatically a Charity

The exemption from using “Limited” or “Ltd” is a Companies Act naming exemption. It does not, by itself, give a Company Limited by Guarantee charitable status or charitable tax treatment.

These are separate legal concepts. A CLG may qualify for the exemption from using “Limited” because its Articles satisfy the relevant statutory conditions, while charitable status involves a separate legal and regulatory framework.

Why This Distinction Matters

An organisation may be considering the exemption because it wants a registered name that better reflects its public-interest, educational, professional, cultural, scientific, religious or other qualifying purpose. That does not mean the organisation should describe itself as a registered charity unless it has the appropriate charitable status.

Similarly, the CLG Limited Exemption Add-On™ should not be presented as a charity-registration service. It concerns the applicable Companies House exemption from the normal requirement to use “Limited” or “Ltd”.

The Exemption Does Not Replace Other Compliance Requirements

A CLG using the exemption remains a company and continues to have the corporate, accounting, filing and governance responsibilities applicable to its circumstances. If charitable registration, tax relief or another regulated status is required, those matters should be considered separately.

Need help distinguishing your CLG's options? Coddan can assist with understanding the formation and Companies House route for your proposed structure. Specialist charity registration or tax advice should be considered separately where applicable.

Choose Your CLG Formation Solution

The right route depends on whether you are forming a new CLG, considering the “Limited” exemption, or already have an existing CLG. Start with your organisation, circumstances and desired registered name. Coddan can then explain the appropriate professional route and service scope.

The Four CLG Packages Remain Your Main Formation Choices

The CLG Limited Exemption Add-On™ is not a separate formation package. It is an optional specialist add-on that can be considered alongside your selected CLG incorporation package where the proposed company satisfies the applicable statutory and constitutional conditions.

A Proportionate Route

Not sure which route applies? Contact Coddan before placing an order. We can help you understand whether you are dealing with a new incorporation, an existing-company exemption or a constitutional issue and explain the appropriate next step.

Four CLG Formation Packages

Choose the level of professional support that matches your organisation's requirements — from core CLG incorporation through to registered-office, governance and wider compliance support.

The CLG Limited Exemption Add-On™ is optional. It is not a fifth package. If your proposed CLG is intended to qualify for the exemption from using “Limited” or “Ltd”, the £50 one-time add-on can be considered alongside the formation package you choose.

Add the “Limited” Exemption Where Applicable

If you are forming a new CLG and want to use the statutory exemption from including “Limited” or “Ltd” in the registered name, the exemption should be considered alongside your chosen formation package.

The CLG Limited Exemption Add-On™ — £50 One-Time is an optional add-on to the four packages above. It does not create eligibility for the exemption, and bespoke constitutional drafting or other specialist work is not automatically included unless expressly agreed.

Need custom objects or constitutional provisions? Your proposed objects and Articles should be considered before relying on the exemption route. Explore our CLG Custom Objects / Constitutional Solutions if your organisation requires more tailored constitutional support.

Not sure which package is appropriate? Start with the level of formation, address, governance or compliance support your organisation actually needs. The optional £50 Limited Exemption Add-On™ can then be considered separately where applicable.

What happens when a Company Limited by Guarantee has completed its purpose?

When a CLG has completed its purpose and is no longer required, completing its activities does not by itself remove the company from the register. The organisation must consider the appropriate closure and dissolution procedure, including its outstanding affairs, assets, liabilities and applicable Companies House requirements. Where the CLG is also a registered charity, separate Charity Commission requirements may also need to be considered.

Company Limited by Guarantee Dissolution Support · CLG Voluntary Dissolution Service