1. Why register your company limited by guarantee with Coddan?

You have an organisation to establish, people to bring together and work to begin. Coddan makes the registration part straightforward: start online, tell us what the organisation will do, and let us prepare your application and submit it to Companies House. Our Companies House-integrated portal is available 24/7 to customers in the UK and overseas. You can begin when it suits you, with our team checking and preparing your application during office hours.

A company limited by guarantee, also called a CLG or LBG company, has members rather than shareholders. It can suit a club, association, community organisation or residents’ body that needs a company of its own without issuing shares. Coddan looks at the information you supply, asks about missing details and prepares your application and documents. You do not have to turn your organisation’s plans into a Companies House filing on your own.

Our formation work brings together the name, people, guarantee, registered office, email, activities, control information and articles. If your organisation has an unusual membership arrangement, a corporate guarantor, proposed charitable purposes or a name needing consent, explain it in your own words. Our team contacts you to clarify the details and explains the preparation needed before filing. You decide how the organisation will work; we turn the agreed arrangements into the application and documents covered by your service.

A simple online order and practical help from a person belong together. You can use a low-cost formation package for a straightforward company and still speak to us when a detail needs attention. You do not need to know the name of a Companies House form or arrive with a shopping list of documents. Tell us what you want to establish, and we explain what the formation involves, what you will receive and any further work that needs a separate quotation. After registration, the same company formation and secretarial service provider can help you put records in place and deal with later changes or annual filings.

Coddan is a company formation and secretarial service provider, a trust or company service provider and an authorised corporate service provider for Companies House identity-verification work. We handle company formation and administration; Companies House decides whether to register your company. Ask a qualified lawyer if you need specialist legal advice. Explore our CLG formation services or read on to see how we help.

2. Give the organisation a legal identity of its own

Incorporation allows the company to enter contracts, employ staff, lease premises and hold assets in its own name. This can make a practical difference to a group whose organisers previously signed documents personally or relied on informal arrangements. A sports association taking premises, a professional body commissioning services or a community organisation acquiring equipment may want the company itself to hold those commitments.

The company also continues as members and directors change. Its property and contracts belong to the company rather than being passed around merely because the committee changes. The articles establish how people join, vote and appoint directors, giving the organisation rules that future members and directors can follow. Incorporation does not itself transfer an existing association’s assets or contracts: any transfer, landlord consent or other approval must be arranged separately.

Each member promises a stated amount towards the company’s debts if it is wound up while they are a member or within the relevant period after they leave. A £1 guarantee is common, but it is not a share purchase, annual subscription or fund for day-to-day expenses. Membership subscriptions, donations, grants, loans and trading income are separate matters. Work out how you will pay for the organisation’s activities: the guarantee is not money paid into its bank account at formation.

Limited liability does not protect people from every claim. It does not excuse a director’s breach of duty, remove responsibility for wrongdoing or cancel a personal guarantee given to a landlord or lender. Nor does the CLG form automatically make the organisation charitable, tax-exempt or eligible for grants. What the company does, its articles and any specialist rules matter.

Coddan helps you register the company you have chosen and identify formation details needing attention. If investors need shares or founders want transferable ownership stakes, consider the alternative before ordering. Compare guarantee companies with companies limited by shares.

3. Formation for clubs, associations and community organisations

The service is for people who need a company that reflects how their organisation will work. A small club may need simple admission and voting rules. An association may have different member categories and a board elected by its members. A residents’ organisation may need its membership tied to particular property rights. All may consider a guarantee company, but their documents and responsibilities are not necessarily the same.

Tell us about the real activity, not only the label you intend to use. Explain who participates, who makes decisions, how income will be received and whether the organisation will own property or employ people. If you are incorporating an existing group, say what already exists and what needs to move to the new company. We can then discuss the formation work, documents and any extra work before we submit the application.

An ordinary private CLG needs at least one guarantor and one director, with at least one director being an individual rather than a company. The same individual can be the first guarantor and director. That legal minimum is not a recommendation that every organisation should have a one-person board. The intended activities, articles, funder conditions and any charity or property regime may require different arrangements.

Coddan can accommodate multiple directors and individual or corporate members where appropriate. Give us the relevant details and explain who is authorised to act for a corporate subscriber. We check the details needed for your formation. If the membership, control arrangements or articles need extra attention, we explain the additional work and its cost before proceeding.

A charitable company, community interest company and right-to-manage company each has requirements beyond an ordinary non-charitable CLG. Say so before buying a standard formation. Read our charitable CLG formation guidance or explore the structure for your non-profit organisation if that decision is still open.

4. A Companies House-integrated portal with 24/7 online access

You do not need to fit the start of your application into an office appointment. Coddan’s online portal is available around the clock, so you can begin your formation order in the evening, at the weekend or from another time zone. Choose the formation service, provide the requested company details and tell us about any requirement that needs discussion. This makes online registration convenient for a volunteer committee as well as for an overseas founder.

The portal supports our electronic formation process with Companies House. Our team checks your order during office hours, asks for missing details and prepares the application covered by your chosen service. We submit after you have approved the details, authorised us to proceed and completed the required identity checks. Starting an order is not the same as the company already being incorporated.

This combination is useful when you want an easy online starting point without leaving the company’s details unchecked. A missing personal code, unsuitable name or constitution needing attention can still hold up filing; we tell you what information or work is needed. Companies House may ask a question or request more evidence before registering the company.

You can order around the clock; our team works during office hours, and registration depends on Companies House processing and approval. If your organisation has a fixed deadline, tell us before ordering and read costs and expected timing below. We can discuss the available service, but Companies House controls registration.

5. Available to UK and overseas clients

Coddan serves customers living in the UK and abroad. UK residence is not generally required simply to be a director or guarantor of a UK company. You can begin the order online without travelling to our office merely to place it. The company still needs an appropriate registered office in its chosen UK jurisdiction, complete formation information and the identity checks that apply to the people involved.

For UK founders, you may use your own suitable registered office or select an available Coddan address service. For overseas founders, an address service can provide a practical location for the company’s official correspondence while the responsible people are elsewhere. We explain which official letters the address service covers and how you can access the scans or receive post under its terms. You remain responsible for reading notices and taking action.

Choose where in the UK the company will be registered. An England and Wales company needs its registered office there; a Scottish company needs a Scottish office and a Northern Irish company one in Northern Ireland. A company registered specifically in Wales needs an address in Wales. A London address cannot fulfil every UK jurisdiction’s requirement. Confirm the location and availability before completing an order.

If a proposed member is an overseas company, explain its legal form, registration details and authorised representative. More complex ownership or control can call for additional information. Directors and individual PSCs must meet the relevant verification requirements; living overseas does not remove those obligations. Ask us about our identity-verification service if you want Coddan’s help. Its price and requirements are explained separately.

UK incorporation does not grant immigration permission, establish a particular tax residence, guarantee banking or remove laws applying where the company operates. If documents must be used abroad, identify the recipient and country first. Certification, notarisation, apostille or translation is arranged where needed, not automatically for every overseas client. Tell us who needs the documents and what they have asked for, so we can explain the available service and price.

6. What you provide, and what Coddan handles

Start with what the organisation will do and who is involved. For example, tell us whether you are establishing a new club, incorporating an existing association or forming a company to manage property. Explain who will be members, who will run it, how decisions will be made and how its activities will be funded. You can describe these arrangements in everyday language; you do not have to translate them into filing terminology before contacting us.

The application needs the proposed name, jurisdiction, registered office, registered email, directors, initial guarantors, guarantee amount and intended business activities. Coddan explains the details needed and follows up where something is unclear. If you already have articles or a constitution, provide them before we prepare the application so we can discuss the proposed formation and any further document work.

Coddan checks how the supplied details fit together, asks the relevant questions and prepares the incorporation documents and application. An arrangement involving different voting members or a corporate subscriber calls for a conversation, not simply an instruction to choose another box on a form. We explain the information and agreed preparation needed; if specialist advice or additional work is required, we make that clear before proceeding. You confirm the facts, approve the company’s arrangements and authorise submission. Decisions about the organisation and who should act for it remain yours.

People with significant control, or PSCs, are identified from actual rights, not simply from the title “member”. Voting rights above the relevant threshold, rights to appoint or remove a majority of directors, or other significant influence or control can matter. A CLG may have registrable individuals or relevant legal entities; if nobody meets the conditions, the appropriate statement still has to be supplied. Tell us about unusual arrangements so the filing can reflect them.

New directors must verify their identity and provide their Companies House personal codes for incorporation. Individual PSCs must also verify and provide their personal codes for their PSC roles within the applicable period, even if they have already supplied a code as a director. An ordinary member is not required to verify merely because they are a guarantor. Companies House issues the personal code; Coddan does not create it.

We send the completed application to Companies House and provide the documents included in your order after registration. Your formation package includes identity-verification guidance; asking Coddan to carry out verification is a separately charged service unless expressly included. Explore director and PSC identity-verification support or use our detailed formation checklist.

7. Company rules that suit your members and purpose

An online application is easier when the founders have settled how the organisation will work. Who may become a member? Does every member vote? How are directors appointed? Can membership end when someone leaves a property or stops meeting a qualification? What happens to surplus income and assets? Settle these points in the company’s rules before registration, so members and directors know what to expect.

The memorandum records the initial subscribers’ decision to form the company and become members. The statement of guarantee records their promised contributions in the application. The articles set out how the company operates. For an ordinary CLG, objects are unrestricted unless its articles specifically restrict them; you do not need bespoke charitable objects simply because you describe the organisation as non-profit.

Model articles may suit a straightforward company. Different membership classes, special voting, a particular board structure, charitable purposes or property restrictions may require other provisions. Tell Coddan what you intend before filing. We explain any additional document work and its price before you instruct us. A standard formation package does not include unlimited bespoke legal drafting.

For example, a sports club may distinguish legal voting members from juniors or facility users. A residents’ body may need admission and departure rules linked to property interests. A charity may need exclusively charitable objects and restrictions on benefits and assets. The articles should reflect the actual arrangement; the word “guarantee” does not supply all those rules by itself.

A name omitting “Limited”, a sensitive expression or a specialist company type may require evidence, consent or another filing method. Give us that information early. Registration is not a guarantee that every proposed name or provision will be accepted. Read about objects and articles for guarantee companies and discuss any specialist legal advice you need before committing to an unsuitable constitution.

8. Registered office, registered email and director addresses

Your company needs an address that works, not simply a postcode on the application. An appropriate registered office is somewhere documents delivered to the company are expected to reach a person acting for it and delivery can be acknowledged. It must be in the jurisdiction of registration. The address appears publicly, so decide whether your own premises or a professional service is appropriate before filing.

Coddan offers registered-office services under selected packages or separate instructions. Check the location, first service period, renewal price and correspondence handling. Official letters covered by the service can be scanned and made available through the customer portal under the address terms. General commercial mail, physical forwarding, an address certificate and use as trading premises are not automatically included just because you have purchased a registered office.

The registered email is different. It must be maintained so Companies House communications are expected to reach someone acting for the company, but it is not published on the public register. Provide a monitored email rather than an account nobody checks. Decide who receives notices, who may respond and how information will be passed on when your committee changes.

Directors also supply service addresses for public correspondence and residential details for Companies House. A director service-address arrangement is a separate service from the company’s registered office. Check which directors are covered, the term and renewal cost. It does not erase a home address already appearing in historical filings or replace required residential information.

For founders working abroad or volunteers using their homes, arranging company and director correspondence separately can be particularly useful. Tell us which addresses you need. We explain the options, and you confirm who will receive and act on the correspondence. See CLG registered-office services for the available options and check costs and renewal terms before ordering.

9. Receive documents you can actually use

Registration gives the company its legal identity. Putting it to work means knowing who its members are, recording authorised decisions, keeping its rules accessible and arranging who will deal with correspondence. Tell Coddan what the company will do first and who will look after its administration. We can help identify the relevant company records and explain the preparation we can undertake, rather than expecting you to know every document’s name.

After successful incorporation, the certificate confirms the company’s name, number and incorporation date. The memorandum records its formation by the initial subscribers, and the articles provide its governing rules. The standard digital formation supplies these documents and the applicable incorporation documents. Keep them accessible: directors need to refer to the articles when making decisions, not merely retain an unread attachment.

A register of members records the company’s legal membership. Minutes record decisions, while membership certificates may be useful where the company uses them. These records serve different purposes; they are not interchangeable with the incorporation certificate. Coddan can prepare member records, first board minutes and printed constitutional documents from the facts and decisions you approve. We explain the relevant work, the documents to be supplied and the price, distinguishing formation inclusions from separately instructed record preparation.

The useful question is how the directors and members will keep and use their records. Electronic documents may suit a committee working in different locations; printed copies may help at meetings or when documents must be presented in person. We discuss the appropriate format after identifying the job the documents need to do. A printed bundle is not automatically necessary, and a digital formation does not make the company’s records less important.

Membership certificates, where used, record membership rather than a shareholding; a new CLG has no share capital. First minutes should record decisions actually authorised by the company. A register of members must reflect legal membership, not simply a list of donors or customers. You supply and approve the membership facts and decisions; Coddan prepares the agreed records for your company to retain and use. Preparing a document does not itself authorise the decision recorded in it.

A bank, landlord, grant provider or overseas authority may require a particular document, certified copy or additional evidence. Obtain its requirements and share them with us. We explain whether the request calls for ordinary copies or separately arranged certification, notarisation, legalisation or translation. These services depend on the document’s intended use, not simply on whether you live overseas. The recipient decides what it accepts; incorporation documents alone do not guarantee an account, grant or contract. Our post-incorporation guide explains how documents connect to the organisation’s next practical steps.

10. What formation costs and how long it takes

Choose the package that includes the work you need. A low-cost digital formation can be enough where the people, articles and address are settled. An address package is useful when the company needs an official correspondence location. Director address arrangements or a named secretarial support contact meet different needs; a higher price should not persuade you to buy work your organisation does not require.

Coddan’s CLGEssential™ formation is £119.99 + VAT, including the £100 Companies House standard digital incorporation fee. The government fee is therefore not an additional £100 on top of that stated package price. Compare the available formation options, then check what the chosen package includes and its total price before payment. Select the documents, address arrangements and support your organisation actually needs.

For a package including the London EC3 registered office, the stated first-year service renews at £45 + VAT per year on the incorporation anniversary under its terms. Alternative locations have their own availability and charges. If you also order director addresses or a named support contact, check how long each service lasts and its renewal charge. Those charges may differ from the registered-office renewal.

Standard Coddan formation normally takes 24–48 hours after complete instructions and required information, subject to Companies House processing. Additional drafting, name consent, incomplete details or outstanding verification may extend preparation. Companies House has a separate same-day software incorporation route with a £156 official fee, but that is not the full Coddan urgent-service price or an inclusion in every package. Ask about availability and the total before choosing an urgent service.

Identity verification performed by Coddan, specialist articles, name-exemption work, printed records, charity or CIC applications and later filings need separate agreement unless expressly included. We explain requested additional work before you instruct it. Compare CLG formation packages and ask us about inclusions or renewal charges before paying.

11. Your first year, with CLG secretarial support when needed

The certificate begins the company’s life; the first practical tasks make it ready for its activities. Put the articles into practice, record authorised decisions, establish the register of members and keep accounting records from the outset. Maintain the registered office and email, decide who handles correspondence and keep the company’s finances separate from personal funds. If your committee is unsure where to begin with company records, explain the intended activities and arrangements to Coddan. We can discuss the company-administration work needed and prepare the records you agree with us. Directors remain responsible, even where a professional prepares records or filings for them.

Accounts and a confirmation statement are separate obligations. A private company’s first accounts are generally due 21 months after incorporation; subsequent accounts normally follow a nine-month filing deadline after its financial year end. Check the actual Companies House dates and any special first-period rules. The confirmation statement reviews registered information at least once each 12-month review period, normally with 14 days to file after that period ends. Changes requiring their own notification should not be left until the annual statement.

The HMRC position depends on activity and circumstances. Starting business activity can trigger Corporation Tax notification and further tax duties; a dormant company has a different position. VAT, PAYE, charitable tax recognition and charity-regulator reporting are separate questions. Receiving an HMRC reference does not complete every relevant tax step. Use our CLG post-incorporation guide for a fuller explanation, and agree any accounting or tax work separately.

Coddan’s CLG secretarial services can help with a single task or continuing company administration. We can prepare and file your confirmation statement, maintain member and company records, handle relevant changes and prepare minutes or resolutions from your authorised decisions. You can bring us a specific task, such as a director change, or explain what has changed and let us clarify the relevant records and filings. We explain what Coddan will prepare, what information and approval we need from you, and the agreed price. Formation does not automatically include an annual secretarial service.

Some organisations manage their own administration and use Coddan for an occasional filing; others want continuing help. Neither approach is automatically better. We discuss which tasks your directors will handle, which Coddan will undertake and the information and approvals needed to complete them. A named support contact is different from a formal company-secretary appointment, and the agreed service defines the work covered.

That arrangement can continue beyond the first year. When membership, officers or addresses change, the records and any required notifications need attention alongside the annual filings. We explain the term and renewal charges for continuing support before you order. If your directors already have suitable arrangements, you need not replace them or buy an annual service simply because Coddan formed the company.

12. Questions before you begin

Can I place the order at night or from overseas?

Yes. The online portal is available 24/7 to UK and overseas clients. Coddan reviews and prepares the agreed formation during service hours and submits when the information and applicable checks are complete. Companies House decides when registration is approved; placing an order at night does not mean our team will process it overnight.

Can I form an ordinary CLG on my own?

The same eligible individual can be its first director and guarantor. Whether a one-person structure suits the organisation is another question. Consider actual membership, decision-making, funder expectations and any specialist governing requirements before relying only on the legal minimum.

Does the £1 guarantee mean the company only needs £1?

No. The guarantee is a contingent member contribution associated with winding up, not the budget for operating the organisation. Premises, insurance, staff and activities need their own funding. A registration certificate does not secure subscriptions, donations or grants.

Can we use our own articles or have corporate members?

Tell Coddan before filing. We can consider your proposed documents and member arrangement, clarify the required information and agree the preparation and filing work. If specialist drafting, unusual control arrangements or further evidence are involved, we explain the extra work and whether specialist advice is needed.

Will formation also register the company as a charity?

Not automatically. A charitable company needs suitable purposes and governing rules, and the applicable charity-registration requirements must be considered separately. HMRC recognition for tax relief is another process. Use the specialist charitable formation service if charity status is central to your plans.

How do we begin?

Choose the package that fits, provide the company and people details, and explain any particular requirements. Coddan handles the agreed review, preparation and submission; you approve the facts and authorise the formation. If something needs discussion first, contact us rather than submitting assumptions.

For official guidance, see setting up a limited company and Companies House fees. Before you pay, check the chosen package or quotation for the services included and any renewal charges.