What happens after your company limited by guarantee is formed?

Your certificate of incorporation confirms that your company limited by guarantee (CLG) exists. The next job is to make it ready for the work it was formed to do: agree who can act, keep the right records, arrange official correspondence and organise the accounts and filings. For a small club or association, this can be straightforward. A charity, property company or organisation with several membership classes may need more particular arrangements.

A CLG has members, also called guarantors, rather than shareholders. Its directors run the company under its articles of association. It can sign contracts, hold property and employ people in its own name, but incorporation does not automatically register a charity, open a bank account or complete its HMRC registrations. Calling it non-profit does not remove its company duties.

Coddan can prepare or update agreed company records, arrange relevant address services, review and prepare filings, and provide accounts or continuing secretarial support under an accepted instruction. You supply the facts, make the company’s decisions and approve the work; we handle the agreed preparation and submission. Choose the post-incorporation help you need, or describe your company’s position before ordering. You can request one task without buying a wider annual service.

1. Put your CLG into working order

Begin with the people, rules and commitments you already have. Read the registered articles alongside the formation documents, and record the decisions needed to start operating. Do not produce minutes saying a meeting or approval happened if it did not. Where an appointment or decision is already effective, keep evidence rather than pretending to make it again.

The first decisions might include a bank mandate, authorised signatories, the accounting arrangements, membership subscriptions and acceptance of a lease or service contract. Which decisions are needed depends on the company. Where instructed, Coddan prepares minutes or resolutions from the actual decisions and supporting information for the appropriate people to approve. A prepared first-minute pack is useful only when it accurately records what happened; it does not create authority or a decision by itself.

2. Understand who controls the company and who runs it

Members exercise the rights given by the articles and company law. They may appoint directors, vote on changes to the articles and make other decisions reserved to them. Directors manage the company's affairs and remain responsible for their duties even when Coddan, a secretary or an accountant carries out administrative work.

The same person can be both director and guarantor, but the capacities are different. A private CLG can have one director and one member; that minimum is not a recommendation for every organisation. A charity, funder or property arrangement may require a broader board or particular membership.

A management committee, board of governors or trustee board may include the company's directors. An informal title does not replace the legal appointment or determine its powers. Use the articles to establish how meetings are called, how votes are counted and who can approve each decision. Private CLGs are not universally required to hold an AGM, although their articles may require one.

A company secretary is optional for an ordinary private CLG unless its articles require one. Buying administrative secretarial support does not appoint Coddan as the company's secretary. Any formal appointment needs its own agreement and the appropriate company action.

3. Keep membership and company records accurate

Identify the legal company members separately from service users, donors, supporters and newsletter subscribers. A club may use the word member for several groups, but only those admitted as company members under the articles have that legal status. Different classes may have different voting or subscription arrangements.

Maintain the register of members, including the required names, addresses and dates of admission and cessation. Keep it at the registered office or a notified single alternative inspection location (SAIL), with lawful inspection arrangements. Record membership changes promptly and follow the articles for admission, resignation or other cessation. Membership is not a shareholding to transfer using a stock-transfer form.

Since 18 November 2025, companies no longer have to maintain their own local registers of directors, directors' residential addresses, secretaries or PSCs. The relevant information must still be registered and kept current at Companies House. The register of members remains required; the option to hold it centrally at Companies House ended on 26 January 2026.

Minutes, resolutions, contracts and accounting records remain important alongside the public register. Keep records of directors' meetings and member resolutions or meetings for at least ten years where the statutory requirements apply. Do not use the six-year financial-record rule as a disposal date for all company documents.

For agreed membership-record work, provide the current articles, available register, names, addresses, admission or cessation dates and evidence of the relevant decisions. Coddan checks the information for that instruction and prepares or updates the agreed records for approval. You confirm who has been lawfully admitted and arrange continuing updates and inspection. A membership certificate, where supplied, is a CLG document, not a share certificate or a substitute for the register. Missing records need evidence-based reconstruction and a separate agreed scope. See membership records and decision support.

4. Keep and use the documents you receive

Keep the incorporation certificate, memorandum, registered articles and filed particulars accessible to the people who need them. Store the company authentication code securely and control who can use it to submit filings. It is different from a director's or PSC's Companies House personal code and from the company's HMRC UTR.

A bank, funder or counterparty may ask for the certificate, articles, director or control details, minutes approving a transaction, or signatory authority. Ask what they require before ordering extra documents. Incorporation gives the company legal existence; the recipient still makes its own acceptance decision.

First decide what the record must do: establish membership, evidence a real decision, support authorised action or provide information to a recipient. Then choose an accessible digital, professionally prepared printed or combined format that suits its use and any applicable inspection requirements. Coddan can prepare the agreed records or document set in the selected format. Confirm the contents and price: first minutes, completed member records and membership certificates are not automatic formation inclusions. A bound presentation set is different from an official certified copy.

If documents will be used overseas, notarisation, an apostille or translation may be needed only if the recipient requires them. Explain the document, intended use and receiving authority so the appropriate service can be agreed. Certification or legalisation has its own scope and charges; ordinary record preparation does not automatically include it.

5. Make the registered office and email work

Your CLG must maintain an appropriate registered office in its registered UK jurisdiction and an appropriate registered email address. Documents delivered to the office should normally reach someone acting for the company, and delivery must be capable of acknowledgement. Registered email should likewise normally reach someone acting for it; it is not displayed on the public register.

Decide who checks post, who monitors email and how an important letter reaches the directors. If using an address provider, check which correspondence is accepted, whether it is scanned or forwarded, any additional charge and the service period. Registered-office provision is not automatically a trading address, commercial-mail service or office to occupy.

Where you choose Coddan's registered-office service, ask about the address agreement and Coddan certificate of the registered office address. These document the agreed arrangement; they are not Companies House certificates or a promise of acceptance by a bank. Confirm the location, document provision and renewal terms in your instruction.

A director’s public service address is a separate address role. If you instruct Coddan on a change, we review the relevant address details, prepare the agreed filing for approval and arrange submission. Check that records, officer addresses and correspondence arrangements are also updated where needed; one address filing does not change every address the company uses. Before changing or ending an address service, arrange appropriate continuing provision and agree the handover, remaining correspondence and applicable renewal or ending terms. An expired subscription does not end the company’s address obligations.

6. Receive your UTR and tell HMRC when the CLG becomes active

Companies House notifies HMRC when a company is incorporated. HMRC normally sends the company's ten-digit Corporation Tax Unique Taxpayer Reference (UTR) to its registered office. Arrange for that letter to reach the person handling the tax administration. If it does not arrive, use HMRC's company UTR request route rather than letting a deadline pass while waiting.

You can add Corporation Tax services to the company's business tax account using the UTR and the required company details. Use the sign-in arrangements HMRC provides, including Government Gateway where applicable, and decide who manages access. Setting up online access, authorising an agent and reporting the start of activity are different tasks.

Receiving the UTR is not enough. If the CLG is active and within the charge to Corporation Tax, tell HMRC within three months of the start of its tax accounting period. Give the actual activity date, which may be later than incorporation. Business activity, trading and some other income can make a company active; the position should be assessed from what it actually does.

For example, forming a club company and preparing to operate it is different from beginning to charge for services, run trading activities or earn investment income. Donations, grants, subscriptions and property receipts need their proper treatment; they are not all automatically trading income or tax-free simply because the organisation is non-profit.

Tell Coddan the intended activities, income sources, actual starting date and any HMRC notices. We can discuss registration and accounts support, identify the information needed and confirm the accepted preparation, submission work and price. You confirm the facts and authorise any instructed application; retain HMRC’s response and complete any remaining account-access or return tasks. Advice on uncertain tax treatment needs the appropriate accounting or tax professional. HMRC work is separately agreed, not automatically included in incorporation.

7. Paying staff, directors or members

A CLG can employ staff. Before paying someone, establish whether the payment is wages, director remuneration, reimbursement of genuine expenses or payment for a separate service. Being a member does not make a person an employee, and holding a director appointment does not by itself mean a salary has been agreed.

Check the articles, approval authority and conflicts of interest before agreeing director or member remuneration. Charity, CIC, grant or property arrangements may impose further restrictions. The absence of shares does not decide whether payment is permitted. Payment for genuine work and reimbursement of expenses are different from distributing money to members because they are members.

Where the PAYE registration criteria apply, register the company as an employer before its first payday. You cannot register more than two months before you start paying people. The criteria depend on pay and employee circumstances, including other employment, pensions and benefits; do not assume that a low salary always removes the need to register.

If PAYE applies, set up payroll and report payments to HMRC on or before payday under the applicable rules. Keep payroll records and consider workplace pensions, employment rights and employers' liability insurance where relevant. These responsibilities are separate from annual company accounts.

If you need payroll assistance, tell Coddan what you require so availability and scope can be confirmed. Payroll operation is not automatically included in formation or secretarial support.

8. Check whether VAT registration applies

VAT is assessed from the company's supplies and circumstances, not from the CLG label. A non-profit organisation can make taxable supplies. Equally, not every donation, grant or receipt counts towards taxable turnover: exempt and outside-the-scope income must be distinguished from taxable activity.

Voluntary registration does not allow recovery of VAT on every purchase. Input-tax recovery depends on the rules, evidence and the use of costs for taxable business activities; exempt or non-business activity can restrict it. Where compulsory registration applies, check the effective date and notification deadline with HMRC.

For an agreed VAT application, Coddan reviews the relevant information, prepares the application for your approval and handles the authorised submission. You provide accurate activity and turnover details and any further evidence requested. HMRC decides registration and confirms the resulting VAT position; submitting an application is not that confirmation. VAT-agent and return work can be separately agreed. Establish the application price, evidence needed and who will manage returns before instructing us.

9. Start the accounting records before the filing deadline

Keep records of money received and spent, assets, liabilities and the evidence behind transactions. For a membership organisation, that may include subscriptions and events; for a charitable project, donations, grants and restricted funds; for a property company, charges and property-related commitments. The accounts need to reflect the actual company and applicable accounting framework.

Keep invoices, receipts, bank statements and relevant contracts, and reconcile the bank records. Decide who records transactions and who reviews them. Using software can make the process simpler, but it does not decide whether income is taxable, a fund is restricted or accounts qualify for a particular filing treatment.

Company financial records should normally be kept for six years from the end of the last company financial year they relate to, and longer where required, such as for certain continuing transactions, late returns or an HMRC check. Governance, payroll and other records have their own retention requirements.

Tell Coddan whether you need dormant accounts prepared, accounts prepared for an active company, or submission of accounts already prepared by your accountant. These are different instructions. Dormancy depends on the actual transactions, not simply a lack of sales or profit. Supply the company number, accounting period, financial records, activity and any charity or property status. We establish the appropriate work and price; active-company preparation, audit and specialist matters need the relevant accounting arrangements.

For accepted accounts work, Coddan reviews the information needed for the agreed task, undertakes the specified preparation or filing arrangements, obtains directors’ approval and handles agreed submission. Retain the approved accounts and the filing outcome. Submission of an accountant’s completed accounts does not itself commission new accounts preparation, an audit or a Company Tax Return. Bookkeeping, Corporation Tax and charity-regulator reporting require their own scope. See accounts support for dormant, active and charitable CLGs.

10. Know the first and later filing dates

Record the actual deadlines shown for your company. The following is the usual timetable for a private CLG; changes to accounting dates, particular circumstances or different tax obligations can change the position.

A confirmation statement must be filed at least annually. It includes confirmation that the company's intended future activities are lawful. The Companies House digital filing fee is £50 for the relevant twelve-month payment period; it is distinct from Coddan's service fee unless expressly included in the selected offer. Routine annual accounts carry no Companies House filing fee.

The first anniversary does not mean that first accounts are already overdue. A company incorporated on 12 March 2026 would normally have its first accounting reference date on 31 March 2027 and its first accounts due on 12 December 2027. Check the company record rather than applying that example to a changed period.

After the first year, continue the accounts and confirmation-statement cycle, review service renewals and file changes as they arise. See Coddan's explanation of ongoing CLG duties for the continuing support journey.

11. Company Tax Returns, dormant CLGs and charities

A Company Tax Return is more than the CT600 form: it normally includes the relevant accounts and tax computations, with supporting information where needed. Its period is the Corporation Tax accounting period, which cannot exceed twelve months. If a company starts trading on incorporation and its first accounts cover more than twelve months, that can mean one set of Companies House accounts and two Company Tax Returns. A later start of activity changes the analysis.

Companies House dormancy and HMRC inactivity are separate tests. A dormant CLG still has Companies House accounts and confirmation-statement duties. Tell HMRC the appropriate dormant position, and do not ignore a notice to deliver a Company Tax Return: comply unless HMRC withdraws it.

Charity registration is not a blanket CT600 exemption. HMRC charitable tax recognition and the use of income or gains for qualifying purposes must be considered. A charity must complete a Company Tax Return if HMRC issues a notice, or address income or gains not covered by relief or exemption. Its Companies House filings and charity-regulator reports remain separate.

Charitable companies may also have reporting duties to the Charity Commission for England and Wales, OSCR in Scotland or the Charity Commission for Northern Ireland, as applicable. A CIC has its own reporting requirements. Explain the company's status when requesting accounts or filing help so an ordinary CLG service is not mistaken for every specialist obligation.

12. Deal with changes when they happen

Directors and secretaries can change, members can join or leave, and voting or appointment rights can alter control. Registered-office, service-address and registered-email details may also need updating. Keep the internal decisions, company records and relevant Companies House filings consistent.

A new legal member is not normally reported through an ordinary shareholding update, but the member register must be maintained. Review whether the change affects PSC conditions, such as more than 25% of voting rights or rights to appoint or remove a majority of directors. No shares does not mean no PSCs.

Director and secretary changes generally need reporting within fourteen days. PSC changes are generally notified within fourteen days after confirmation of the change. These filing clocks are distinct from an individual's identity-verification and personal-code requirements. Do not leave event filings until the next confirmation statement.

A person who is both director and PSC must connect their verified identity to both roles through the applicable processes. Identity verification is generally once per person, rather than repeated annually. Tell Coddan about accepted verification already completed so the remaining role-linkage or filing task can be identified without assuming another paid verification is needed. AML customer checks are separate from Companies House identity verification; evidence and confidential codes follow the appropriate secure process.

See CLG director and PSC identity-verification support. If articles or purposes need changing, record the proper member decision and complete the applicable filings; charity, property and funding restrictions may require specialist review first. Our objects and suitable-articles guidance explains the constitutional choices without treating every new activity as an articles amendment.

13. A practical example: the club after incorporation

Illustration: a sports club has formed a CLG so the company can rent premises and run paid activities. The certificate is the starting point. The directors next record the lease and bank approvals, identify authorised signatories, admit members under the articles and establish the member register. Ordinary facility users are kept distinct from legal voting members.

The club arranges official-post handling, monitors its registered email and gives the HMRC UTR letter to the person managing tax administration. It identifies when activity starts, records subscriptions and other income, and checks the tax treatment. Before employing a coach, it checks the employment and PAYE requirements.

It records the first confirmation-statement and accounts dates, reviews any VAT registration trigger and keeps the first accounts in preparation. Later membership or director changes are handled when they happen. Coddan's agreed record, filing or address service can help with specific tasks; the club does not need to buy every possible service on the day it is formed.

14. Choose the post-incorporation help you need

Tell Coddan what is already complete and what remains: a filing, records, an address arrangement or continuing administration. We review the information for the accepted task, clarify omissions, prepare the agreed documents or filing, obtain the required customer or director approval and handle authorised submission. You make the company’s decisions and supply accurate facts; we undertake the purchased preparation and administrative work.

For each service, we confirm the work, required information, price, VAT where applicable, official or third-party fees, likely handling time and any initial period or renewal. A one-off instruction can be an affordable way to obtain the particular help needed. More extensive or recurring work can be quoted after the circumstances are known. A written service agreement or engagement letter and service schedule are available to record the scope, charges, contact and continuing arrangements.

Keep formation assistance and continuing work distinct. Every Coddan formation order includes personal-manager help with that formation. A later filing, records task or ongoing secretarial service has its own accepted scope; we confirm who handles it and how to contact them. Directors can carry out their responsibilities themselves or appoint suitable assistance. A legal duty does not require buying an annual Coddan service, and formation does not automatically enrol the company in continuing support.

On completion, retain the documents or records supplied under your instruction and any submission or acceptance confirmation. A receipt showing that a filing was sent is different from confirmation that it was accepted and recorded. Coddan explains the agreed work completed, any remaining customer action, relevant next dates and the contact for follow-up. Continue to monitor notices and provide outstanding information; a prepared draft or completed single filing does not finish every company responsibility.

Coddan serves UK and overseas clients, including existing CLGs formed through another provider. Coddan CPM Limited is an HMRC-supervised Trust or Company Service Provider and a Companies House-registered Authorised Corporate Service Provider. Its company administration and filing work remains distinct from legal or tax advice.

Compare CLG secretarial services or view CLG confirmation-statement filing. The hub explains the available service choices; this guide explains what to organise after incorporation.

15. Already operating, changing provider or missing records?

You can ask for help at a later stage, including where another provider formed the company. Describe the immediate task, company number, next deadline and documents available. Explain whether a previous agent or accountant holds records, what authority or access needs arranging and whether any filing is overdue. Agree who supplies records, approves the work and receives the result; paying for support does not itself transfer another person’s authority or credentials.

We can establish what can be handled within the requested service and identify work needing a separate quotation. A missing member register, inconsistent public information or overdue accounts does not become resolved simply by buying an annual package. Disputed authority, insolvency, charity issues or legal proceedings may need a different professional.

If closing the company is your actual aim, establish the appropriate closure procedure before abandoning its records or address. If it is already dissolved, restoration is a separate matter. Continued administration, voluntary closure and restoration are different services; tell us the present position so the next step fits.

Common questions after CLG incorporation

Does non-profit status remove Corporation Tax duties?

No. The company's activity, income, tax status and applicable reliefs matter. A charitable company needs the appropriate HMRC treatment, and a filing notice must be addressed even where no tax is payable.

Is the company's UTR the same as its registration number?

No. Companies House issues the company registration number. HMRC issues the ten-digit company UTR. The company authentication code and individuals' Companies House personal codes are separate identifiers.

Do we need an AGM every year?

Not automatically for an ordinary private CLG. Follow the articles and any applicable specialist requirements. Keep proper evidence of decisions even where an AGM is not required.

Can we pay a director who is also a member?

Potentially, where lawful and authorised. Check the articles, conflict procedures, nature of the payment and any charity or other restrictions. PAYE and employment treatment are separate questions.

Does the formation package cover all later filings?

Only the work expressly included in that package. Check confirmation statements, accounts, tax, identity work, address renewals and additional changes individually. Coddan can agree later services as needed.

Can Coddan help if another agent formed the CLG?

Yes, within an accepted service scope. Provide the company number, task and available records so the work and any handover can be assessed.

Make the next step simple

Email info@coddan.co.uk with the company number, your role, the task, relevant dates and an outline of available records. You can describe the problem without diagnosing a specialist service. Coddan explains the work it can accept and charges before you decide whether to order; an enquiry creates no obligation. Confidential documents, identity evidence and codes follow the appropriate secure process.

Still planning incorporation? See CLG formation packages and the first-year overview. Already formed? You can request the particular post-incorporation service without starting another formation order.

Official guidance for your CLG

These official pages explain the relevant company and HMRC requirements. Check the guidance and your company's actual dates when taking action.

• Companies House: company registers
• HMRC: add Corporation Tax services
• HMRC: active and non-trading companies
• HMRC: register as an employer
• HMRC: when to register for VAT
• First company accounts and tax returns
• Charities and tax
• Company and accounting records