A practical Companies House checklist

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

Forming a company limited by guarantee for a club, association, community group or other organisation? Coddan helps you clarify the people, purposes, guarantee, addresses and control information needed for its application. We prepare suitable articles and the agreed incorporation documents, review the information with you and submit the application to Companies House with your approval.

Personal-manager assistance comes with every formation order. You provide the facts and make the organisation's decisions; your manager helps with questions, missing information and the next steps. Use the requirements below to understand what must be ready and which work your selected service covers. Still deciding whether a CLG fits? Our Starting a non-profit company guide explains the broader choice.

Choose from this page's four CLG formation packages, or ask about your requirements before ordering. You can describe your plans without deciding whether bespoke drafting is needed.

1. The formation requirements at a glance

These are the main decisions and details for an ordinary private CLG application. Coddan helps turn them into the agreed documents and filing; ask your manager about anything unsettled. A charitable company, CIC, right-to-manage company or another special-purpose CLG may need additional provisions 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' liability in their capacity as guarantors is limited to the amount each agrees to contribute if the company is wound up in the relevant circumstances. £1 is common, but the amount must be agreed and recorded correctly; it is a contingent promise, not a formation fee or 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 what the organisation will do, who will take part and how decisions should be made. We use this information to identify suitable articles and explain the preparation covered by your service. Established articles can suit a straightforward organisation; further provisions may be needed for particular membership, property, appointment or charitable arrangements. Our business objects and suitable articles guidance explains these choices in more detail.

If an existing association or overseas organisation is involved, include its current rules and relevant arrangements. Incorporating a CLG does not itself transfer its activities, assets or contracts. Coddan can explain the formation work and identify further matters to agree before you proceed.

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 needs at least one director, with at least one being an individual aged 16 or over and eligible to act. 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 suitable for the organisation rather than treating the ordinary Companies House minimum as a governance recommendation.

Provide the proposed directors' names, dates of birth, nationality, country of residence, service addresses and usual residential addresses, together with each initial member's required name, address and agreed guarantee. For a corporate member, provide its details and who is authorised to act for it. Coddan checks these particulars against the agreed membership and appointment arrangements; you confirm the information and the people's consent to their roles before submission.

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.

Each proposed individual director needs completed Companies House identity verification and a Personal Code for the incorporation filing. A newly registered individual PSC can provide their code when added to the register or within the following 14 days. A director who is also a PSC uses the code separately for each role. Membership alone does not make every guarantor a PSC or require verification. Tell Coddan who has already verified through an accepted route so we can establish what remains.

Coddan helps clarify the relevant control information for the agreed application. AML customer checks are separate from Companies House identity verification. If you select Coddan's paid verification service, you complete the supported Credas checks; we review the results and submit our ACSP confirmation when satisfied. Companies House issues the Personal Code to you. The free direct Companies House verification route is also available to eligible individuals.

Formation packages include relevant verification guidance; purchasing Coddan's verification service is a separate choice. Your manager explains the applicable steps and secure process for evidence and codes. Receiving a code does not by itself complete every role connection or later filing. See CLG director and PSC verification assistance.

6. Check the name and choose the right registered office

Give Coddan your proposed name and any alternatives. We review its suitability for the agreed application and explain relevant consent or supporting-information requirements. A Companies House name search does not reserve the name or clear trade-mark rights. A CLG name normally ends in “Limited” or “Ltd” (or the relevant Welsh equivalent), unless a qualifying exemption applies. Coddan has special articles for suitable new CLGs seeking that exemption; see formation without “Limited” and discuss the work and price before ordering.

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 can provide your own appropriate registered office and monitored email, or select a suitable Coddan address service. We include the agreed addresses in the application; where an address service is purchased, its coverage, correspondence arrangements, initial period and renewal terms govern the continuing service. A registered office is not automatically trading premises or a general mail-forwarding service. Directors' service addresses are a separate choice. Keep someone responsible for receiving and acting on official correspondence after registration.

7. Prepare the memorandum, articles and guarantee

The prescribed memorandum records the initial subscribers' decision to form the company and become members. The articles govern membership, voting and directors' decisions. Coddan prepares the agreed incorporation documents from your instructions for approval. Suitable established articles can make straightforward formation approachable; charitable, CIC, property or particular governance arrangements need their own requirements considered.

Choose how your articles are prepared. Use suitable established Coddan articles, provide purposes for inclusion in an appropriate Coddan version, or supply articles already prepared by you or your adviser. Particular customisation or further drafting is separately agreed where needed. You can describe the intended rules in ordinary words; Coddan explains the appropriate work and price before you choose. For prepared documents, use the submission arrangements confirmed for your particular order; you may enquire at info@coddan.co.uk before ordering.

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.

Your approval settles the documents and guarantee information for submission. Following incorporation, the selected service supplies the certificate and agreed formation documents. The published core package includes digital certificate, memorandum and articles; professionally prepared printed documents, member records, membership certificates and minutes of actual decisions can be arranged under the relevant service. Select the useful documents and format for your organisation rather than assume every item is included. Certification, notarisation, apostille or translation depends on the receiving bank, authority or overseas recipient's requirements.

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. An illustration: 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.

Coddan can help the founders clarify these arrangements, prepare suitable agreed articles and review the application before they approve submission. The chosen package identifies the formation work and documents supplied; lease advice, transfers and later administration require their own arrangements. Charitable purposes or particular property rights may change the preparation needed. The certificate confirms incorporation; the directors must still organise the lease, records and other work needed to begin the activities.

10. How the Companies House application is filed

Order through the existing single-page form, or speak with Coddan first if requirements are unsettled. UK and overseas customers receive personal-manager assistance with the agreed formation work. We clarify omissions, prepare suitable documents and application information, obtain your approval and handle submission when the relevant checks and information are complete. These stages describe the work; they are not compulsory separate checkout screens.

In Coddan's experience, Companies House usually issues the certificate within a few hours after we submit a ready ordinary electronic application. Allow 24–48 hours from a complete straightforward application through our portal to incorporation on the standard route, including review and possible Companies House workload. Preparation of particular articles or unresolved verification takes its own time. Northern Ireland applications can take longer where registered-office confirmation is requested. Companies House's standard software fee is £100 and its same-day software fee is £156; the latter is a different official processing option, not an additional £156 on top of the standard fee. For the available add-on and readiness conditions, see online CLG registration and same-day options.

11. Choose a package that meets your requirements

CLGEssential™ is £119.99 + VAT — £123.99 total payable: £100 Companies House incorporation fee, £19.99 Coddan formation and processing fee and £4.00 VAT. VAT applies only to Coddan's fee. The core formation covers agreed application and suitable-document preparation, review, customer approval, electronic submission, digital incorporation documents after registration and personal-manager assistance. It suits customers providing their own appropriate registered office.

The other packages add specified registered-office, first-director service-address or continuing-support services. Compare this page's packages and their complete inclusions for the actual fee breakdown, persons covered, initial periods and renewal terms. Additional directors can be appointed without assuming their service addresses are all included. Personal-manager help during formation is included with every order; paid priority handling and continuing secretarial support have different jobs.

Practical value comes from suitable preparation and help selecting the services you need. Paid identity verification, further drafting, printed or authenticated documents and later filings are selected or agreed separately where required. Necessary work is not automatically included in the formation price or a compulsory purchase from Coddan. If a service period or charge is unclear, ask us to establish it before ordering.

For a pre-order enquiry, email info@coddan.co.uk with your purposes, participants, intended decision-making, existing governing documents and relevant dates. Coddan explains suitable work and charges before you decide whether to order; an enquiry creates no obligation. Identity evidence and confidential codes follow the appropriate secure process. A written service agreement or engagement letter and service schedule are available to record the selected work, charges, contact and relevant periods.

Compare the four CLG formation packages

12. What must be done after registration?

The certificate confirms that the company exists. Retain it with the agreed memorandum and articles, establish the register of members, record actual decisions and put accounting records and correspondence arrangements in place. Use the articles when admitting members, appointing directors and making decisions. Initial records and minutes are supplied only where the selected work covers them; they do not become automatic formation inclusions because the company needs appropriate records.

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.

The company must keep its Companies House information current. It no longer needs separate local registers of directors, their residential addresses, secretaries or PSCs; the register of members remains required. Our post-incorporation arrangements and responsibilities guide explains the work after registration.

Coddan explains what has been completed and supplied under your instruction, relevant remaining actions and where to obtain help. Separately selected records, address, accounts and secretarial services can support the next tasks, with their own agreed scope and charges. Customers can also ask about changing or ending an address or support service under its agreed arrangements. Explore CLG secretarial services and decide who will handle each duty.

HMRC requirements: what happens after incorporation?

Companies House passes incorporation information to HMRC, which normally sends the company's Unique Taxpayer Reference (UTR) to its registered office. Receiving it does not complete every tax-registration step. Adding Corporation Tax services to the business tax account and telling HMRC the company is active are distinct tasks.

If the company is active and within the charge to Corporation Tax, notify HMRC within three months of the start of its tax accounting period. This may begin after incorporation. Establish the position if it remains inactive: HMRC dormancy and Companies House dormancy use different tests. Address any notice requiring a Company Tax Return; file it unless HMRC withdraws the notice.

A CLG or non-profit description does not automatically provide tax exemption. HMRC charity recognition is separate, and particular reliefs have conditions. Membership subscriptions are not automatically exempt either; mutual-trading treatment depends on the organisation's constitution and actual arrangements. Separate PAYE or VAT registration may be required when the relevant employment, payment or taxable-turnover conditions arise.

For assistance, describe your intended activities, income sources, starting date and employment plans. Coddan can discuss registration and accounts support, confirming accepted work and charges before instruction; tax work is not automatically included in formation. See our post-incorporation HMRC and continuing-service guidance. Confidential documents and credentials follow the appropriate secure process.

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

Ready to proceed? Choose a formation package on this page and begin online. If some requirements remain unsettled, tell us your plans and any existing arrangements. Your personal manager helps with the agreed preparation; Coddan confirms particular work and charges before you decide.