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Home Limited Companies Choosing a Company Limited by Guarantee or Limited by Shares How to Open a Company Limited by Guarantee?
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Forming a company limited by guarantee or registering a company limited by shares

How to open a company limited by guarantee?

Set-Up Company Limited by Guarantee

How to open a company limited by guarantee? To register a non-profit company, you must provide a company limited by guarantee name, describe the "type" of non-profit company, the purposes for which it was registered, provide the internal rules for the non-for profit company, and give an address for the company. A list of directors is also required, depending on the type of non-profit company being registered. The following information is provided to assist you in this process.

Guarantee companies can apply for exemption of the use of the word "limited" from the name, provided the detailed requirements of section 30 of the Companies Act have been met. The first step in registering a non-profit company is to choose a name. There are different types of names. You can have a "named" name, such as "ABC Resorts Limited," or a numbered name, such as "123 ABC Ltd."

The memorandum of association document is drawn up specifically for each non-profit company by, or on behalf of the individuals registering the company limited by guarantee. This document includes the objects of the company and the type of non-profit company; limited by guarantee, or limited by shares.

The memorandum of association must have a clause stating that no dividends or income will be paid to members and that all profits or any income, if any, must be used to promote the company objects. Objects cannot indicate the carrying on of a profit making business.

In a company limited by guarantee, each member agrees to help pay the non-for profit company's debts and liabilities before it winds up or stops carrying on its activities. The maximum amount of contribution each member must make must be set out in the memorandum of association. In a company limited by shares, the memorandum of association must set out details describing the shares.

These details will include that a fixed number of shares must be authorized. An unlimited number is not acceptable. The memorandum of association will state that the share structure is divided into shares without a nominal or par value, or divided into shares comprised partly of one of the foregoing classes and partly of the other.

The third step in registering a non-profit company is to set out your articles of association which are the rules for the company. The articles of association document is drawn up specifically for each non-profit company by, or on behalf of the individuals forming the non-profit company.

When you register your non-profit company, you must tell us where the company limited by guarantee is located (registered office address) and where you want your mail to go (mailing address) if this address is different. Directors are not always appointed at the time of registration. If the subscribers of the memorandum of association and articles of association are stated to be the first directors, then director information will be entered on records by corporate registry at the time of registration.

The name of the guarantee company must be displayed at its registered office address and at any other business office at which it carries on its operation. All notepaper of the guarantee company must show its full name as stated on its certificate of incorporation, its registered office address, its business address (if different), its registered company number and the fact that it is registered in Scotland. One can decide whether to show the names of trustees (directors) on the notepaper but, if so, all of the trustees must be shown, not just some.

If the guarantee company is a charity, this must be stated on its notepaper, chequebooks and other stationary and it is advisable to include the Scottish charity number.