A practical Companies House checklist

What do you need to form a company limited by guarantee?

A company limited by guarantee (CLG) can give a club, association, community group or other organisation a legal identity of its own without issuing shares. It has members who give a stated guarantee, directors who run the company and articles that set the rules. To register it, you need more than a name and an online form: the people, address, control information and documents must fit the company you intend to operate.

Still deciding whether a CLG is right for your organisation? Read Starting a non-profit company first. Once you have chosen a CLG, use the requirements below to prepare the people, documents and details for registration.

1. The formation requirements at a glance

For an ordinary private CLG, have the following ready before you ask Coddan to file. A charitable company, CIC, right-to-manage company or another special-purpose CLG may need additional wording, evidence or approvals.

A company secretary is optional for a private CLG. The same individual can be its first director and guarantor. One person can therefore form an ordinary private CLG, although the purpose and governing rules may call for a wider group.

2. What does the guarantee give the organisation?

Incorporation creates a company separate from its members. It can contract, lease premises, employ staff and own property in its own name. The members' ordinary liability as guarantors is limited to the amount each agrees to contribute if the company is wound up in the relevant circumstances. A £1 guarantee is common; it is a contingent promise, not an entry fee or a share purchase.

The company can continue when directors or members change. Its articles can give a small group simple rules or set out membership classes and voting arrangements for a larger body. These features may suit a sports club taking a lease, an association employing staff or a residents' organisation managing property.

There are limits. A CLG has no shares to sell to investors. Registration brings accounts, confirmation statements and record-keeping duties. Limited liability does not cancel directors' duties or protect anyone from their own wrongdoing or a separate personal guarantee. Both a CLG and a company limited by shares can give limited liability; the difference is the members' guarantee versus the shareholders' shares and any unpaid amount on them.

If your organisation needs investors to buy shares or you are still weighing up company forms, see how to choose the company for your non-profit organisation before placing a CLG order.

3. Decide what your CLG will do

Describe the organisation in plain words. Will it run a club, manage a building, support a community, provide services, employ people, collect subscriptions or seek charitable status? Companies House asks for intended business-activity codes (SIC codes), but those codes do not replace a sound decision about the company's purpose and governing rules.

For an ordinary CLG, the memorandum records the subscribers' wish to form the company; its purposes and operating rules can be set out in the articles where needed. There is no general requirement to insert an objects clause into the memorandum. If your company should be restricted to particular purposes, the articles may need tailored objects or other provisions. Charitable, CIC and property-related companies need their own requirements considered before submission.

Tell Coddan about a particular purpose before choosing a standard package. A model set of articles may be adequate for a straightforward association, but it may not settle who can become a member, what happens to property, how directors are appointed or how a charitable body uses its assets.

4. Choose members, guarantors and directors

A CLG needs at least one initial guarantor. Guarantors are the company's legal members; each subscribes to its formation and agrees to the stated amount of guarantee. Decide who can join later, whether subscriptions are payable, how voting works and what happens when someone leaves. A service user, donor or newsletter subscriber is not automatically a legal company member.

A private CLG also needs at least one director, who must be a natural person. Directors run the company within its articles and remain responsible for legal duties. There is no general rule requiring three directors merely because founders hope to establish a charity. The Charity Commission recommends at least three unrelated trustees for sound governance; a proposed charity also needs to meet its own governing-document and regulator requirements. Choose a board that is suitable for the organisation, rather than treating the ordinary Companies House minimum as a governance recommendation.

A company secretary can help with meetings, records and filings, but a private company does not have to appoint one. If you use a professional to prepare filings, directors still need to understand the company's decisions and deadlines.

5. Identify control and verify the right people

People with significant control (PSCs) are identified from actual rights and arrangements. In a CLG, a person may control more than 25% of voting rights, have a right to appoint or remove most directors, or otherwise exercise significant influence or control. Not every guarantor is a PSC. If nobody meets a registrable condition, the application still needs the appropriate statement.

New directors must verify their identity for Companies House and provide their personal codes with the incorporation filing. Individual PSCs must follow the applicable verification and role-connection requirements. The code is issued by Companies House after verification and may need to be used for each relevant role. Leave time for this step before an urgent formation.

Coddan is a registered authorised corporate service provider (ACSP) and can discuss identity-verification support, subject to the service you choose. Check whether the work is included in your package or separately charged. Read about CLG director and PSC identity verification.

6. Check the name and choose the right registered office

Check whether the proposed name is available and suitable. A Companies House search is a useful first step, but it does not reserve a name or clear trade-mark rights. Sensitive words and expressions may require evidence or consent. A CLG name normally ends in “Limited” or “Ltd” (or the relevant Welsh equivalent), unless a qualifying exemption applies. Tell us if you want the exemption before ordering so the application, articles and additional price can be checked.

Choose the jurisdiction: England and Wales, Wales, Scotland or Northern Ireland. The registered office must be in the corresponding jurisdiction and must be an appropriate address where documents can reach someone acting for the company and delivery can be acknowledged. You also need a registered email address that the company keeps up to date. The office is public; the registered email is not shown on the public register.

You may provide your own suitable address or choose an available Coddan registered-office service. Check the first-year term, official-post handling and renewal charge. A registered office is not automatically a place to trade or a general mail-forwarding service. If directors need a separate public service address, check that option as well.

7. Prepare the memorandum, articles and guarantee

The memorandum confirms that the initial subscribers wish to form the company and become members. The articles say how it will operate. Companies House model articles for a private company limited by guarantee may suit a straightforward organisation. They should not be assumed to cover a charity, CIC, right-to-manage company, unusual membership classes, restricted voting, particular assets or bespoke appointment rules.

Set the guarantee amount for each initial member and provide the required statement of guarantee in the application. Keep it distinct from membership subscriptions. If the founders want one-member-one-vote, different voting classes or rules for how surplus is used, put those provisions in the right governing document rather than assuming the word “non-profit” supplies them.

The package you choose determines which documents Coddan prepares and provides. Ask whether printed articles, first board minutes, a register of members or membership certificates are included or need separate instruction. Documents for use by a bank or overseas recipient may call for certified copies, notarisation, apostille or translation only when that recipient requires them.

8. If the company is intended to be a charity or CIC

A CLG is not automatically a charity. A charitable company needs exclusively charitable purposes, suitable governing provisions, charity-trustee arrangements and, where required, registration with the appropriate charity regulator. Charity rules differ among England and Wales, Scotland and Northern Ireland. HMRC recognition for charitable tax relief is another question; a Companies House certificate alone does not grant it.

A community interest company (CIC) needs to meet the community-interest test and the CIC formation requirements, including an asset lock and regulator process. A CIC can be limited by guarantee or, in appropriate cases, by shares. Do not use an ordinary CLG application and assume it later becomes a CIC merely because the activity helps the community.

If either status is central to your plans, discuss it before you buy a standard non-charitable formation. See Coddan's charitable CLG formation guidance or ask about the CIC route.

9. A practical example: a sports association taking a lease

Suppose a local sports association wants to rent a clubhouse, collect member subscriptions and employ a coach. A CLG could sign the lease and employment contract in its own name and continue as individual members change. The founders would still need to settle who the legal members are, their guarantee, who can vote, who will be directors, and who may approve spending or sign the lease.

They would choose a suitable registered office and email, check the name, assess PSC rights, verify the proposed directors, and adopt articles that match the association's membership rules. After incorporation, the directors would record the first decisions, keep member and financial records, arrange appropriate insurance and tax matters, and monitor annual filing dates.

If instead the association seeks charitable status or its property rights require special documents, those facts change what should be prepared. If it wants investors to buy ownership stakes, a CLG without shares cannot do that. The example shows why a quick registration is useful only after the company has been defined properly.

10. How the Companies House application is filed

Coddan can receive your instructions online, review the name, people, guarantee, address, email, PSC position and articles, then prepare and submit the agreed incorporation application through the suitable Companies House route. We serve UK and overseas customers. If something is missing or your company needs tailored documents, we tell you before submitting an unsuitable standard application.

For a straightforward complete formation, Coddan's standard service normally takes 24–48 hours after complete instructions, subject to Companies House processing. A more particular name, constitution or verification issue can take longer. Companies House currently charges £100 for standard digital company incorporation and £156 for its same-day software route; those are government fees, not complete Coddan package prices. The available filing option and total should be checked in the service you select.

11. Choose a package that meets your requirements

Coddan offers four CLG formation packages. CLGEssential™ costs £119.99 + VAT and includes the £100 standard Companies House incorporation fee. Other options add an available registered office, director service address or wider support. Check what is included and the total when ordering, including any first-year address term and later renewal.

A simple, low-cost digital formation may fit when the members, articles and address are settled. If you need tailored objects, special voting rights, a charity or CIC application, a “Limited” exemption, overseas document use or more extensive physical records, tell us before selecting a standard package. We can explain the work and price. Check whether identity-verification services, annual filings or tax work are included in the package you choose.

Compare the four CLG formation packages

12. What must be done after registration?

Companies House registration establishes the company; it does not by itself make the organisation ready to operate. Record the first board decisions, establish the member register, keep the registered office and email effective, decide who handles official post and put accounting records in place. The articles should be used in real decisions, not merely stored with the certificate.

If the company begins activity, check its HMRC position, including Corporation Tax and any VAT or PAYE requirements arising from what it does. A dormant company's HMRC position differs. If charitable status is intended, the appropriate charity and HMRC processes need separate attention.

Every company, including a dormant CLG, must file a confirmation statement at least once each 12-month review period, normally within 14 days after the period ends. Companies House accounts are also required. First accounts are generally due 21 months after incorporation; subsequent private-company accounts are generally due nine months after the accounting reference date. Changes to directors, PSCs, address or other registrable information may require action between annual filings.

Coddan can help with agreed records, registered-office services, officer and PSC changes, confirmation statements, accounts and other secretarial work when needed. Review what your formation package covers and who will handle each later duty. Explore CLG secretarial services.

13. Common questions about CLG requirements

Must every CLG have three directors?

No. An ordinary private CLG needs at least one director. A proposed charity should consider the Charity Commission's recommendation for at least three unrelated trustees and any requirements in its own articles and regulator's rules.

Must the memorandum contain an objects clause?

No. The modern memorandum records the initial subscribers' decision to form the company. Particular purposes or restrictions, where needed, belong in suitable articles and the appropriate specialist documents.

Does the £1 guarantee protect directors from every claim?

No. It limits the member's ordinary contribution under the guarantee. Directors have separate duties, and people remain responsible for their own acts and any personal commitments they make.

Can the directors and members live overseas?

UK residence is not generally a condition merely to be a director or guarantor. The company still needs a suitable registered office in its UK jurisdiction, complete people and control information, and applicable identity verification. UK incorporation does not guarantee a bank account or immigration or tax outcome.

Does every CLG have to reinvest all surplus?

The legal form alone does not create a universal asset lock. The articles and any charity, CIC or other applicable rules determine how income and assets may be used. Decide the intended restrictions before filing.

Ready to form your CLG?

Get the details right, then start simply

If your name, people, guarantee, address and articles are settled, compare Coddan's packages and begin your application online. If your organisation has charitable, community-interest, property or unusual membership requirements, explain those first so the formation work fits what you intend to establish.