Form a CLG With Several Members

A company limited by guarantee can start with one member or several. Members may be individuals, organisations or a suitable mix. The number of guarantors alone does not move you into a more expensive formation package. What matters is who should belong to the company, how they will take decisions, and whether its Articles reflect the way the organisation will work.

The important consideration is how your membership is structured and what your organisation needs alongside its formation. Your members may be individuals, corporate people involved, or a mixture of both, and they may be based in the UK or overseas, where applicable.

Tell us what the organisation will do, who its members and directors will be, and whether anyone is joining from overseas or through another organisation. We can ask any further questions needed to prepare an agreed instruction and explain the price of work outside a published package before you commit.

What Is a CLG Member / Guarantor?

A Company Limited by Guarantee does not have shareholders in the same way as a company limited by shares. Instead, it has members who agree to contribute a specified amount if the company is wound up, subject to the company's constitution and applicable legal requirements.

These members are often called guarantors. Each agrees to contribute a stated amount if the company is wound up in the circumstances covered by the guarantee. This is not a payment for shares and membership does not give the person a shareholding.

A member may have voting or other rights under the Articles, as well as the guarantee commitment. The company should know who may join, how membership ends and which decisions belong to the members. Coddan can help prepare the company records and formation information, while the organisation agrees its own arrangements.

Who Can Be a CLG Member?

A CLG may have individual members, eligible corporate members or both. A UK residence is not itself a condition of membership. You will still need to identify each proposed member, check the Articles and provide the information required for the formation and for any applicable checks.

If a community group has many individuals, an overseas association wants to join, or several organisations want a joint company, the membership rules may matter as much as the headcount. Tell us how new members will be admitted, who will vote and whether the members and directors will be the same people.

CLG Members and Directors: Who Does What?

Members and directors perform different roles within a Company Limited by Guarantee. A CLG can have multiple members or guarantors, multiple directors, or individuals who hold both roles, depending on the organisation's structure.

Members take part in decisions reserved to them under the law and the Articles. Directors manage the company and carry the duties of that office. One person may hold both roles, but the company should record each role separately.

The company's Articles of Association provide the framework for its internal governance and membership arrangements. If your proposed membership structure, company objects or governance requirements go beyond the standard framework, you may wish to consider our CLG Constitutional Solutions for professional assistance with relevant constitutional matters.

If your proposed CLG will have multiple directors as well as multiple members or guarantors, the two structures can be considered together. Our dedicated CLG Company Formation With Multiple Directors page explains the director-focused formation considerations in more detail.

Before formation, write down who will be a member, who will be a director and whether anyone will be both. This makes the application and the initial register clearer. If a person joins later, the company may need a separate membership decision even if that person is already a director.

How Can Several Members Take Part?

A CLG can be established around different types of membership arrangements. The appropriate structure depends on who will participate in the company, where they are based and whether they are individuals, corporate organisations or a mixture of both.

The relevant membership / guarantor position should be established before submission, based on the organisation, intended people involved, relationships and circumstances.

A CLG with UK and overseas members, corporate members or several directors does not need a separate company for each person. We can review the connected details together and tell you whether the selected package covers the instruction or whether further work needs a quote.

New CLG With Multiple Members

For a new CLG, settle the proposed name, what the organisation will do, its first members and directors, the guarantee amounts, Articles and registered office. For a standard non-charitable CLG, these details can usually be gathered without a lengthy design exercise. Charitable, regulated or specially drafted arrangements may need a different assessment.

You can apply through an available Companies House service yourself or ask Coddan to prepare and submit the formation. You can order online, or discuss a different combination by phone or email and then confirm the instruction in writing. In either case the proposed directors and any other people who must verify their identity must meet the current Companies House requirements.

As an Authorised Corporate Service Provider (ACSP), Coddan can provide professional assistance within the Companies House framework, including applicable identity-verification services. Where identity verification is required, the relevant individuals must complete the applicable process and provide the information required for their role.

Coddan checks the information you provide, prepares the application under the service agreed and submits an accepted instruction. Companies House decides whether and when to incorporate the CLG. You remain responsible for the accuracy of the details you supply and for running the company after formation.

If your proposed structure involves broader constitutional requirements, such as specific objects or changes to an existing CLG's Articles, you may also need a different corporate route. See our CLG Constitutional Solutions for assistance with objects, Articles and related Companies House changes.

CLGEssential™ is a starting point for straightforward formation with multiple members. If you also need an address, governance records or annual support, compare the other offers or ask us to quote for the combination you actually need. Those services can also be ordered after incorporation.

Existing CLG — Add Members

An existing Company Limited by Guarantee may need to add new members or guarantors as its organisation develops. The appropriate approach depends on the company's Articles of Association, existing membership structure and the circumstances of the proposed appointment.

First check the Articles: they may set out an application, approval or other admission process. The company should then record the decision, the new member and the guarantee commitment in its records. If the person will also be a director or a PSC, consider the separate filing and identity requirements for that role.

Coddan can provide professional assistance with reviewing the proposed membership change, preparing or organising relevant corporate documentation and identifying applicable Companies House requirements. Professional assistance does not replace the company's own legal responsibilities or the applicable government process.

Where the change involves a wider alteration to the company's constitution, objects or Articles, it may be appropriate to consider a separate constitutional route. See our CLG Constitutional Solutions for assistance with constitutional changes and related Companies House requirements.

An existing CLG can ask us to update records, prepare an appropriate resolution or handle relevant filings without purchasing a new formation package. If you would like continuing company secretarial support, we can discuss that separately.

Guarantee Amounts & Member Commitments

A guarantor agrees to contribute a stated amount towards the company’s assets if it is wound up in the circumstances set out by law and the guarantee. The amount should be clear for each member when the company is formed and should agree with the statement of guarantee and Articles.

The guarantee is different from share capital. A member's agreed guarantee represents their commitment to contribute the specified amount in the circumstances covered by the guarantee; it is not an investment in shares or ordinary share ownership.

When preparing a new CLG with multiple members, the proposed guarantee arrangements should be considered alongside the membership structure, Articles of Association and incorporation information. This helps ensure that the company's constitutional framework accurately reflects the intended organisation.

Coddan can assist with the formation information and explain where the guarantee details fit within the incorporation process. For questions about the legal effect of a particular guarantee arrangement, appropriate professional legal advice should be obtained.

Membership Certificates & Company Registers

The register of members records who belongs to the company. A membership certificate can give a person or organisation a useful record of its membership where one is requested or appropriate. A CLG issues membership certificates, not share certificates: it has no share capital.

You may want the first register, admission records and membership certificates prepared together. Coddan can provide electronic records or professionally prepared printed and bound documents where agreed. Tell us what your committee, bank, funder or other recipient will need; printing them yourself is not the same as requesting Coddan’s prepared presentation set.

Coddan can prepare membership certificates and organise registers as a separate service or alongside formation, according to the agreed scope. The company must still keep the live register accurate when members join or leave. Ask about the format and fee before ordering if those records are not included in the package you choose.

Where membership changes form part of a wider governance or constitutional change, the relevant resolutions and company records should be considered at the same time.

Corporate Members

A Company Limited by Guarantee can, where appropriate, have a corporate member or guarantor rather than only individual members. This can be relevant where an organisation, company, association or other eligible corporate body needs to participate in the CLG's membership structure.

Confirm the organisation’s correct legal name, registration details, authority to join and the person who will act for it. The corporate member belongs to the CLG; it does not become a director merely by joining. The Articles and any decision-making rules should work for this form of membership.

If your proposed CLG will have both corporate members and multiple directors, the two structures should be considered separately and then coordinated as part of the overall formation. For director-focused requirements, see our CLG Company Formation With Multiple Directors page.

For an overseas organisation, tell us its jurisdiction, legal form, registration details and who can act for it. Supporting evidence or checks may be needed. We will explain what Coddan needs for its work and whether another professional service is required. Read about identity verification where an individual must verify for a relevant role.

Coddan can provide professional assistance with organising the proposed membership structure, reviewing the relevant formation information and coordinating applicable corporate documentation. This support operates within the Companies House framework and does not replace the company's statutory responsibilities or applicable government requirements.

Overseas Members & International Structures

A UK Company Limited by Guarantee can involve overseas members or guarantors, including organisations with a mixture of UK-based and international people involved. The fact that a member is based outside the UK does not by itself determine the company's structure, but the relevant information and applicable verification requirements should be considered carefully.

The application should distinguish the people who will be members, those who will be directors or PSCs and any organisations joining as corporate members. These are different roles. A member living overseas is not required to verify identity solely because they become a guarantor; directors and PSCs have their own current requirements.

Coddan is an Authorised Corporate Service Provider (ACSP) and can provide permitted professional identity-verification services within the Companies House framework. Our role is to help organise the relevant information and provide professional assistance with the applicable process; it does not replace Companies House requirements or the person involved's own responsibilities.

For overseas individuals who need assistance understanding the identity-verification route, see our Identity Verification Solutions Center . This provides a separate route for understanding Companies House identity-verification requirements and available professional support.

If a corporate member or guarantor is located overseas, the relevant corporate identity and registration information should also be considered. See Corporate Members for more information about corporate participation in a CLG.

A UK CLG with overseas members may later need a certificate, certified constitutional documents or an apostille for use abroad. Those are separate services and are not automatic formation requirements. You may request them when you know what the receiving organisation asks for. Coddan can also help with ongoing UK company administration where agreed.

Resolutions, Minutes & Corporate Governance

A CLG with multiple members may need more than a membership list. Important decisions should be properly authorised and recorded in accordance with the company's Articles and applicable company law. The appropriate corporate approval will depend on the nature of the decision.

Coddan can assist with organising relevant resolutions, minutes, registers and supporting corporate documentation, but professional support does not replace the company's own governance responsibilities.

This becomes particularly relevant when members or guarantors join or leave, corporate members are introduced, directors are appointed or changed, constitutional arrangements are amended, or significant organisational decisions are made. The company's Articles and the circumstances of the proposed action should be considered before the relevant documentation is prepared.

Coddan can provide professional assistance with the preparation and organisation of corporate resolutions, meeting minutes, registers and related documentation, according to the company's circumstances and the service selected. Where a Companies House filing or other statutory action is required, the applicable requirements continue to apply.

As an Authorised Corporate Service Provider (ACSP), Coddan operates within the Companies House framework and can assist with permitted corporate and filing services. Using professional support does not transfer the company's statutory responsibilities to Coddan.

Registered Office for Your CLG

Your CLG needs a registered office for official communications. It can use a suitable address of its own or a Coddan registered office service. Members do not each need a separate registered office. Choose an address where documents addressed to the company can be received and brought to the right person’s attention.

For a CLG with multiple members or guarantors, the registered office is separate from the membership structure. You can therefore arrange the company's registered office alongside formation without changing who its members, guarantors or directors are.

Coddan can arrange a registered office with formation or later. Check the chosen location, which mail is covered, how it will reach you, the initial period and the renewal charge before ordering. Scanning and portal access depend on the selected address service. A director’s service address and an address for company records are separate questions.

For organisations that want to combine CLG formation with a registered office from the outset, see the four CLG commercial solutions and compare the CLG AddressPro™ — £159.99 + VAT option with the other formation and governance packages.

If your CLG also needs an inspection-location arrangement for relevant company records, see Coddan's CLG Registered Office & SAIL service for the separate registered-office and SAIL requirements.

Keep the address service current and tell us if the company’s contact details change. The registered office must continue to meet Companies House requirements and the company must act on correspondence it receives. Ask us for the current service terms and renewal price for the location you choose.

Good Standing, Incumbency & Certified Documents

A CLG with multiple members or guarantors may need official or professionally prepared corporate documents when dealing with banks, overseas organisations, professional advisers, funders, counterparties or other institutions. The document required depends on what the receiving organisation needs to establish about the company.

Documents relating to a CLG can include evidence of the company's current status, details of its directors or members, constitutional documents, certified copies and, where required, documents prepared for apostille or legalisation.

A newly formed CLG can keep its incorporation certificate, Articles, statement of guarantee, register of members and first decisions in good order from the outset. Later, a recipient may require current evidence of directors, company status or membership. Coddan can help obtain or prepare the appropriate material within the service agreed.

If your CLG needs documents for use outside the UK, you may require additional certification, apostille or legalisation. See Coddan's Corporate Documents Authentication Services for information about available document support.

Professional document support does not change the company's legal status or replace Companies House records. The purpose is to help you obtain and organise the appropriate corporate evidence for the particular transaction, institution or jurisdiction involved.

Ongoing CLG Compliance & Company Secretarial Support

After incorporation, a CLG must keep its records current and meet its filing duties. Members may join or leave, directors may change, and the registered office may move. Coddan can help with those events as separate instructions or as part of an agreed ongoing service.

As membership, directors, registered details or governance arrangements change, the company may need to update its records and deal with recurring statutory requirements. Professional company secretarial support can help organise these tasks, while the CLG remains responsible for its own legal and statutory obligations.

You can return to Coddan for a confirmation statement, accounts, membership records, director changes or other company secretarial work. See our CLG company secretarial services to find the relevant service, or explain a combination to us before paying. We will confirm what is included and any Companies House charge that applies.

Where your organisation requires a more structured governance framework, CLG GovernancePro™ extends formation into corporate registers, governance documentation, Companies House administration and statutory timetable support. For wider UK tax, accounts and statutory compliance, CLG CompliancePro™ provides the next level of support.

Your company remains responsible for accurate records and filing on time. If a task is outside Coddan’s agreed service or requires a regulated professional, we will explain that before accepting the instruction.

Company Limited by Guarantee or CIO?

A Charitable Incorporated Organisation (CIO) is another incorporated structure specifically designed for charities in England and Wales. Unlike a charitable company limited by guarantee, a CIO is created with the Charity Commission rather than Companies House. The appropriate structure depends on your organisation's objectives, governance, membership and intended activities.

A charitable CLG and a CIO are different legal structures, so the choice should be considered before establishing the organisation and deciding how its members, directors and governance arrangements will operate. A CLG may be appropriate where a company structure and Companies House framework fit the organisation's plans, while a CIO provides an incorporated charity structure registered through the Charity Commission.

One Nominated Contact, One Coordinated Service

A CLG with multiple members or guarantors can involve several connected administrative requirements, from formation and registered-office arrangements to membership records, governance, identity verification and ongoing Companies House administration.

You can describe your current formation or post-incorporation need to Coddan in one enquiry. We can confirm which related services we provide, ask for the necessary facts and give you a scope and price. You need not purchase address, governance or documents work now simply because it may be useful later.

Depending on your circumstances, Coddan can coordinate services relating to CLG formation, multiple members or guarantors, registered office arrangements, identity verification, corporate documents, governance and ongoing company secretarial support. Each service remains subject to its own applicable requirements and scope.

If your organisation needs a more structured governance framework, CLG GovernancePro™ — £349 + VAT provides a broader corporate administration framework. For organisations requiring wider UK tax, accounts and statutory compliance support, CLG CompliancePro™ — £595 + VAT extends the service further.

You can also use Coddan's wider Compliance & Secretarial Support where your CLG requires continuing corporate administration beyond its initial formation.

Coddan is an Authorised Corporate Service Provider and an HMRC-supervised Trust or Company Service Provider. These roles support the work we can undertake; they do not change Companies House’s decision on incorporation or the CLG’s continuing duties.

Choose a CLG Formation Package or Ask for a Different Combination

There are two practical ways to approach your CLG formation. You can manage the incorporation yourself through the applicable Companies House / GOV.UK route, or obtain professional assistance from Coddan to help organise your formation information and coordinate the applicable requirements.

Both routes operate within the same Companies House and legal framework. The difference is whether you manage the formation process yourself or use professional support for the formation, membership structure and additional corporate services you require.

Start with the package that covers your immediate needs. If you need an extra service without the whole next package, see how to choose or send us your requirements for a scoped quote. You can also return for services later.

Which CLG Formation Service Should You Choose?

First decide what you need at incorporation: formation alone, a registered office, completed governance records or broader ongoing help. Several guarantors can still fit the standard formation service. You can order online for a settled instruction, or describe a different combination by phone or email and confirm it in writing.

If you already know your members, directors and Articles, a simple formation may be enough. If you need printed membership certificates, help admitting later members, or a recipient-specific certified document, ask for that work separately. There is no need to predict every future requirement when you place the formation order.

Which Coddan Package Fits Your Situation?

Tell Coddan who the first members and directors will be, what the CLG will do, the address you plan to use and any records or continuing services you want. We will explain whether a package covers the instruction or quote the additional work. Call 0330 808 0089 or email info@coddan.co.uk.

Order Online or Discuss Your CLG Formation

If your members, directors, guarantee amounts and Articles are settled, the online form is a convenient way to send the details for a published package. If your organisation needs a different combination, speak to Coddan first. We can ask questions by phone or email, confirm the scope and price, then take your proper instructions in writing. Coddan can still submit the incorporation electronically.

The online form uses encryption while your details are transmitted, and Coddan handles personal information under its data protection obligations. We may ask for supporting identity or corporate documents through the applicable process. Do not send sensitive documents in an unprotected message unless we have agreed how to receive them.

Coddan CPM is an Authorised Corporate Service Provider (ACSP) and an HMRC-supervised Trust or Company Service Provider (TCSP). Our professional services operate within the applicable Companies House and regulatory framework.

Using Coddan does not replace the Companies House process, GOV.UK requirements or the company's own statutory responsibilities. Our role is to provide professional assistance with understanding, organising and coordinating the applicable requirements and with the additional services included in your selected package.

Coddan's professional support does not transfer responsibility for the company's information or statutory obligations. The CLG remains responsible for ensuring that the information it provides is accurate and that it continues to meet the applicable Companies House and legal requirements throughout its corporate lifecycle.

Ask us about the package, a tailored combination, document formats, registered office correspondence or renewal terms before you pay. Call 0330 808 0089 or email info@coddan.co.uk.