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FORMING BRITISH GUARANTEE COMPANY. INCORPORATING A NON-PROFIT COMPANY IN THE UNITED KINGDOM

Companies limited by guarantee are private limited companies where the liability of the members is limited. The limitation of liability takes the form of a member guaranteeing to pay a nominal sum (£1.00 commonly) in the event of the company being wound up while they are a member or within one year of their ceasing to be a member.

Like a company limited by shares, a company limited by guarantee requires to be registered at Companies House through the submission of various statutory forms and its constitutional documents - the memorandum and articles of association. It is only once the certificate of incorporation is issued that the company comes into existence. Guarantee companies can apply for exemption of the use of the word "limited" from the company name provided the detailed requirements of section 30 of the Companies Act 1985 have been met. If it is intended to form a company limited by guarantee for charitable purposes the objects of the company must be charitable.

No shares are issued. This type of limited company has members. The members agree to contribute a membership fee or subscription, normally have equal voting rights and elect a board of directors. Any profits (often known as "surpluses") are not distributed as dividends, but may be used to support the activities for which the guarantee company is registered.
Finding and Using Information on This Page:  Information About Company Limited by Guarantee  | Incorporate a Company Limited by Guarantee | How to Register a Non-Profit Company? | Publicity About a Company Limited by Guarantee | 

Guarantee Companies are Useful for Non-Profit Organisations that Require a Corporate Status: 
This means that its profits are not distributed to its members but are retained to be used for the purposes of the guarantee company. Of course this does not mean that the guarantee company cannot make a profit, as indeed it is almost paramount that it can and does so. Where an organisation is likely to enter into contracts it may need the benefit of limited liability to protect its Board of Trustees and its members, who may be involved on a voluntary basis. The following are examples of these contracts:

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Coddan offers company formation, ready made company registration for UK limited companies. We offer electronic filing & formation services. A company limited by guarantee is an alternative type of incorporation used primarily for non-profit organisations that require corporate status. A company limited by guarantee does not have a share capital, instead it has members who are guarantors instead of shareholders. A UK guarantee company has to have at least one director and a secretary, who can be foreign residents and nationals. With our new online electronic company registration services you now have more choice on how we register your company limited by guarantee. You no longer need to have us acting on your behalf as nominee company officers.

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Employment contracts;
Purchasing land, buildings or property;
Contracting with service or product providers;
Contracts with fund raisers.

A guarantee company provides a clear legal identity. This provides the ability for the company to own property in its own name and a democratic structure where its participants are required to adhere to the strict laws and regulations governing limited companies generally.

Have your UK company limited by guarantee up and running online now in 10 minutes or less. Coddan provides tailor made solutions and a complete company formation service. We may also help you to incorporate company limited by guarantee in British Virgin Islands. Under the BVI Companies Act, a company limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the company's debts. office.

The Articles can provide for the members to have differing 'shares' of the assets and liabilities. The Company Limited by Guarantee has certain advantages, including that there is no list of members on the annual return, and that control over assets can be achieved without the use of shares; in some jurisdictions, profits realised from such companies are classified as capital gains rather than as income. Specialist advice is required by anyone considering the use of a company limited by guarantee. office.

Companies limited by guarantee can be resident or non-resident, as for those limited by shares. If you want to incorporate companies limited by guarantee with share capital in Hong Kong or in other jurisdiction - Seychelles, Cyprus, Belize or Gibraltar, please do not hesitate to contact us. If you have any questions about the company registration then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
Compare Prices of Various Forms of Companies:   I Want to Check Your Packages & Costs | Set-Up a Non Profit Organization in Hong Kong | Register a Non Profit Company in BVI 

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A COMPANY LIMITED BY GUARANTEE IS AN ALTERNATIVE TYPE OF INCORPORATION USED PRIMARILY FOR NON-PROFIT ORGANISATIONS THAT REQUIRE CORPORATE STATUS

UK Companies Limited by Guarantee from only £42.00! All Inclusive Company Registration. Each company limited by guarantee package includes all statutory paperwork and is fully compliant with company law. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. You can appoint your own directors and secretary BEFORE company incorporation. This is absolutely FREE. Our 4-8 hour online incorporation service enables you to register your company quickly and effortlessly. All government and filing fees are included in the cost of our E-Quick pack. All certificates and documents will be sent directly to you via email immediately following the formation of your company. It will take just 5 minutes to complete the online registration form, then your company could be up and running within 4-8 working hours. THE E-QUICK PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES: 1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - £5.95. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - £12.95. 4. Domain Name Registration for two years - £16.00. 5. Provision of a Registered Office Address for 12 months - £50.00. 6. Provision of a Nominee Company Secretary for 12 months - £49.95. 7. Certificate of Good Standing - £35.00. 8. Notarisation & Apostille of Documents. Call any one of our offices: Monday - Friday: 9:30am to 17:30pm +44 (0) 207.637.3881 +44 (0) 800.081.1510 +44 (0) 141.530.8188 +44 (0) 289.099.8744 info@ukincorp.co.uk Click on the Button below to incorporate online:

The company limited by guarantee is a special type of company available to non-profit making organisations and charities. Instead of buying shares, anyone who wants to be a member signs a form agreeing to pay a sum of money (for example £1.00, £5.00, £10.00) if the company goes into insolvent liquidation (is bankrupt and has to be dissolved). office.

This form is called the 'guarantee' and because members' liability is limited to the sum they each guarantee, then the company is said to be 'limited by guarantee'. The guarantee is legally binding while the guarantor remains a member and for one year after he or she ceases to be a member.

Unlike unincorporated associations and trusts, the company has a separate legal existence from its members. This means that, in its own right, it can employ people, own property, enter into contracts and sue or be sued in the courts. The day-to-day business is run by the directors, who are also defined in law as charity trustees if it is a charitable company. The directors may call themselves a management committee, an executive committee, board of trustees or board of directors. Charitable companies are bound both by the Companies Acts and the Charities Act, so they must send their annual accounts and annual returns to Companies House and to the Charity Commission.

A management company by guarantee is a limited company formed for the purpose of management of a Specific Property that has been divided into separate areas. i.e flats. For example the leaseholders / tenants of the property would form a Management by Guarantee company to pool funds for the maintenance costs of the communal areas of the building or to pool costs for long term projects such as roof repairs. Or for example, the owners of the property may wish to set up a Management by Guarantee for managing the maintenance costs of the property on behalf of the tenants. Any monies leftover would go back into the company to cover any future maintenance costs.

The difference between the management company limited by shares and the management company limited by guarantee is that there are no shareholders. This means no one person can benefit from any profits or any monies left over after maintenance and overheads have been deducted. If any monies do remain they can be designated to a charity or charities agreed by the members or as the Management company limited by guarantee is a not for profit organisation themselves they can channel the remaining monies back into the property or charity to help fund their aims and objectives listed in their memorandum and articles which usually covers the funding for maintenance. office.

The company has members and if the property is split between different owners or parties/tenants these parties will be members of the management by guarantee. The examples given above are just a few situations where a management by guarantee company may be useful. If your situation is not reflected here and you need any further help please do not hesitate to contact us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318. We provide services for legal professionals, accounting professionals and businesses worldwide.
You May Use This Form to Register a New Company Limited by Guarantee: Click Here if You Want to Start-Up a Guarantee Company Online - £42.00 

ONLINE UK GUARANTEE COMPANY FORMATION AND SEARCH SERVICES WITH FREE NAME CHECK, ENQUIRY AND ORDER FORMS AND ONLINE PAYMENT OPTION

There are two types of limited companies - those limited by shares (e.g. commercial companies) and those limited by guarantee (usually charities or non-profit distributing companies).

Companies limited by shares are owned by shareholders, of which there only needs to be one, and are run by boards of directors. Companies limited by guarantee have members and are usually run by a committee of management. In general, companies limited by shares carry out trading since guarantee companies can't usually pay the benefits of their trade to their members.

A company limited by guarantee is a registered company having the liability of its members limited by the memorandum to such amounts as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up. Such companies are widely used for schools, professional and trade associations, clubs and management companies for blocks of flats.

The main differences between a guarantee company and a company with shares are: its members do not receive share certificates and whilst they control the guarantee company, through decisions taken by them at General Meetings, they do each not "own" a proportionate part of the guarantee company. Its members cannot receive any dividend, profit or other income from the guarantee company, nor can they share in its assets if the guarantee company comes to an end. Its members enjoy limited liability, but usually have to pay an annual subscription (at a rate set annually by themselves at General Meeting) and, if the guarantee company comes to an end through a liquidation, they are obliged to pay a final sum of £1.00 each to the Liquidator.

The members elect the Board of Directors (usually called Trustees or Governors to avoid connotations of salaries and bonuses) which is responsible for setting and overseeing the policy of the guarantee company. The directors also enjoy limited liability, provided that they have not acted negligently, or fraudulently, or have not permitted the guarantee company to continue trading when it was insolvent (this is known as "wrongful trading").

We prepare and electronically submit new company registrations (formations) as soon as we receive your instructions. Incorporations can be completed within 1 working day. We can register your company in with Memorandum and Articles of Association suitable for registration as a charity. If you do not want to register as a charity we can form the company with less restrictive Memorandum and Articles of association.

Charities have specific restrictions on paying Trustees (Directors) salaries and also restrict some commercial activities such as borrowing. These issues can be avoided by using the memorandum and articles that we have specially drawn up. Whichever format suits you does not affect the price.

Our team of professionals has the experience to set up your guarantee company quickly and efficiently. Our e-formation service eliminates the need to complete Forms (to appoint the directors and secretary), making the process of forming a company even easier and quicker. With our new online electronic company formation system, we take you through each step of your company creation process as quickly and as simply as possible.

Our specialist knowledge and vast experience enable us to provide a fast, efficient, and professional service, and one which a great many businesses have been founded and built upon to date. Once you have completed our online order form and your new guarantee company is in the processing stage of being registered at Companies House you will receive an order acknowledgement from us by email. You can add your directors and secretary before formation. This is absolutely FREE.

Documents we send you via email for the electronic E-Quick Guarantee Company Set-Up Package (£42.00) are: Certificate of Incorporation - in PDF format, Memorandum & Articles of Association, First Minutes of Directors meeting, Registers of Members, Directors and Secretaries- in Word format. We have feature-complete solutions with prices designed to put the £££ in your pocket!

Incorporation Packages Available from Coddan: 
For clients from all over the world Coddan, with different requirements, needs and budget, Coddan offers a series of company formation packages tailored to your needs. Ranging from our E-Quick formation package, which is perfect for those who simply want a fast company formation and are confident enough to do the rest on their own, to our Deluxe Business start up package, which includes a host of additional features designed to organise all the administrative formalities and leave you free to concentrate on your core business.

E-QUICK Guarantee Company Formation Package for Just £42.00
The E-Quick Company Limited by Guarantee formation package is our most popular package with UK residents. It is ideal for small to medium businesses that have their own address in the UK, and that have a partner appointed as company secretary. It offers:
Electronic submission and incorporation of your company at Companies House;
Certificate of Incorporation;
Specially Drafted Memorandum and Articles of Association for Company Limited by Guarantee.

All of the documents offered by this package are sent directly to you by email.
Order the E-Quick Guarantee Company Formation Package: E-Quick Guarantee Company Formation Package - £42.00  (incorporation, government taxes and government fees are included).

ECONOMY GUARANTEE COMPANY Registration Package for Just £92.00
The ECONOMY UK Company Limited by Guarantee formation package is our most popular package with EU residents, who are intending to help disabled, homeless, orphan child or poor people, to promote religious ideas to the public. It is ideal for smaller companies, such as those being run by a sole director from home who has a partner to act as company secretary, where a registered UK address is required for correspondence between your company and UK authorities (i.e. Companies House and the Inland Revenue). It offers:
Electronic submission and incorporation of your company at Companies House;
Certificate of Incorporation;
Specially Drafted Memorandum and Articles of Association for Company Limited by Guarantee;
Registered UK office address;
Forwarding of Official Mail.

All of the documents offered by this package are sent directly to you by email.
Order the Economy Guarantee Company Formation Package:  Economy Guarantee Company Incorporation Package - £92.00  (incorporation, government taxes and government fees are included).

PREMIER Incorporation Package For Company Limited by Guarantee for Just £141.95
The PREMIER Guarantee Company incorporation package is our most popular package with small to medium companies. It is ideal for businesses that require a registered office address in London, Birmingham, Manchester, Edinburgh or Glasgow, and that does not want, or cannot find someone, to appoint as a second person in their company. It offers:

Electronic submission and incorporation of your company at Companies House;
Certificate of Incorporation;
Specially Drafted Memorandum and Articles of Association for Company Limited by Guarantee;
Registered UK office address;
Forwarding of Official Mail;
Nominee Secretary Service.

Upon the formation of your company, the following documents will be sent to you: a laminated copy of the Certificate of Incorporation of your company, a hard bound copy of the Memorandum and Articles of Association of your company limited by guarantee, a hard bound copy of the Minutes of the First Meeting of the Directors, a company register.
Order the Premier Guarantee Company Formation Package:  Premier Guarantee Company Registration Package - £141.95  (incorporation, government taxes and government fees are included).

DELUXE Business Formation Package For Just £266.95
The DELUXE business start-up package is our most popular package with international customers. It is designed to allow our clients to retain anonymity for legitimate reasons. It offers:
Electronic submission and incorporation of your company at Companies House;
Certificate of Incorporation;
Specially Drafted Memorandum and Articles of Association for Company Limited by Guarantee;
Registered UK office address ;
Forwarding of Official Mail;
Nominee Secretary Service;
Nominee Director Service;
Power of Attorney.

Upon the formation of your company, the following documents will be sent to you: two laminated copies of the Certificate of Incorporation of your company, two hard bound copies of the Memorandum and Articles of Association of your company limited by guarantee, two hard bound copies of the Minutes of the First Meeting of the Directors, a company register.
Order the Deluxe Guarantee Company Formation Package:  Deluxe Guarantee Company Start Up Package - £266.95  (incorporation, government taxes and government fees are included).

Commonly the "Companies Limited by Guarantee" are not setup to make profit for the directors, where as directors / investors of a "Company Limited by Shares" receive a share of company profits. "Company Limited by Shares" is obliged to use the word 'limited' in its name and on its stationery but "Companies Limited by Guarantee" may apply for an exemption.

We offer a choice of guarantee companies formation packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that non-profit UK company set-up package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the business incorporation within United Kingdom, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.

All of our Memorandum and Articles of Associations and Partnership Agreements were reviewed and approved by a volunteer U.K. lawyer. We have many readymade companies (off the shelf companies for sale), which are ready to trade, and can be transferred to you within hours. Guarantee company registration packages to suit your practice requirements. We do not cut costs on expertise and quality but still maintain a cost effective pricing structure.

HOW IS A NON-PROFIT COMPANY FORMED?

To incorporate a non-profit company, you must provide a non-profit company name, describe the "type" of non-profit company, the purposes for which it was incorporated, provide the internal rules for the company, and give an address for the company. A list of directors is also required, depending on the type of non-profit company being incorporated. 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 company name provided the detailed requirements of section 30 of the Companies Act 1985 have been met. The first step in incorporating 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 forming the company. This document includes the objects of the company and the type of non-profit company; limited by guarantee, or limited by share.

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 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 forming 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 form your non-profit company, you must tell us where the company is located (registered office) and where you want your mail to go (mailing address) if this address is different. Directors are not always appointed at the time of incorporation. 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 incorporation.

The name of the guarantee company must be displayed at its registered office 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.

The Constitution of a Guarantee Company: 
The constitution document is known as "the Memorandum and Articles of Association". It is in two parts - the Memorandum of Association and the Articles of Association. The Memorandum of Association explains: the type of company. Its main Objects (all of which must be charitable if the guarantee company is to be recognised as a charity), which describe the maximum extent of the guarantee company's ambit. Its powers (to enable the objects to be carried out). Restrictions on money being paid out by the guarantee company to its members and trustees.

The personal guarantee given by each member (usually £1.00) upon liquidation. What is to happen to the surplus assets if the guarantee company comes to an end (which, if the guarantee company has been a charily, must be transferred to one or more other charities).

The Articles of Association explain: how membership can be applied and ended. Is to be recognised as a charity, which describe the maximum extent of the guarantee company's. How trustees are elected or appointed, their term of office and how they retire. The rules relating to Board meetings and meetings of any committees. Any provisions relating to conflicts of interest. The appointment of the company secretary. Provisions relating to the finances and the annual accounts. Provisions relating to notices.

A number of issues will require to be considered by the promoters of the new organisation, which include: Determining the objects which the new organisation intends to carry out. Particular care with the objects requires to be taken where charitable status is to be sought, as all of the objects must be charitable, not just some. If only some are charitable, consideration should be given to setting up a separate but wholly-owned subsidiary company to carry out the non-charitable trading - this is most appropriate where a guarantee company which is a charity owns all the shares in a trading subsidiary company. Determining the membership, and its composition; whether the membership will be "open" to all-comers, or "closed" to a specific group of organisations or individuals, or "hybrid" as a mixture of the two; whether there will be more than one class of member; and whether and how new members are to be recruited.

Determining the Membership Subscription (if any): 
Determining the Board of Directors (although not usually called "Directors" or "Trustees"); their minimum and maximum number; how they are to be elected, nominated and/or appointed; the length of a term of office; and the maximum time they can serve. Considering any issues which will require a 75% vote. Considering the terms upon which the organisation would be wound up and a mechanism to determine to which other charity or charities the surplus assets would be transferred. Consider an appropriate name. If it is a charity, it may wish to exclude the word "company" or "limited" in its name and to include, for example, the word "trust" or "partnership" (even though it is a company rather than an actual trust or partnership). It is possible to obtain preliminary approval to a name from the Registrar of Companies and essential to do so if the name contains a sensitive word such as "Great Britain", "Scotland", "Scottish". "Institute", "Authority", etc.

Charities can exist in the form of unincorporated associations, trusts or companies limited by guarantee. The choice can be important if you are applying for registration. If a charity wants to trade it can do so by setting up a separate non-charitable body (e.g. a limited company) to conduct the trading, which will pay its profit to the charity, so preserving charitable status. But this is expensive and cumbersome, and will not be allowed to benefit the trustees of the charity in most cases. There are easier ways to trade than this.

PUBLICITY ABOUT A GUARANTEE COMPANY

The name of the guarantee company must be displayed outside its Registered Office and 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 England or Scotland.

One can decide whether to show the names of the directors on the notepaper but, if so, all of the directors should be shown, not just some. If the guarantee company is a charity, this must be stated on the notepaper and it is advisable to include the England or Scottish charity number. Most people who choose to start up in business for themselves do so because they either have a good idea or a special skill which can be turned into a marketable product or service. Few who start up in business are skilled in the increasingly complex legal, accounting or taxation aspects of running a business.

Fortunately, you do not need to be. But you do need the services of people who are both skilled and experienced.

DONE IT

Once you have received your company, feel free to call us if you have any questions about the paperwork. We can also supply non-standard items such as company seals and extra copies of forms and the Memorandum & Articles of Association.

We have repeatedly emphasized the value of doing business in the corporate form. Equally important has been our underscoring of the fact that all type of business entities must meet legal requirements at the time of incorporation and during their existence in order to protect their privileged status. This means that when you decided to incorporate, you must have it done right, and later, when the business is up and running, all legal formalities must continuously taken care of on a timely basis.

Experience shows that the best way to accomplish these objectives is to have incorporation done by an incorporation service, professionals who know their business and the law and who charge a lot less than attorneys would demand for the same services. We do not add any service or document for your money, you really will not need. But YOU can always add supplementary additional services to this package. If your company is going through or has already experienced some structural change, we can provide advice on key issues and ensure that paperwork is compliant with current legislation. We are experts in our field and can help you avoid the sometimes-costly consequences of incorrectly completed transactions.

From time to time even the best-run business needs some advice or a second opinion. Healthy businesses plan for the future and having an independent review of your strategy can really help - our consultants act as advisers to many industry sectors and can offer you the benefit of having seen what works and what does not. Using the best accounting, budgeting, planning, and reporting tools, we can ensure that you have all the information you need to face future challenges.

For overseas companies setting up in the United Kingdom, our experience of business practices, taxation, and law within the United Kingdom can save them the considerable time, money, and energy required to establish and grow a business while meeting all of their legal obligations. We can also act as trustees for pension schemes, or alternatively, we can audit your pension scheme accounts, guiding you through the minefield of reporting requirements.

We are always looking for opportunities for your business to reduce its tax liability, with proactive tax planning. We also advise clients on international corporate tax and on issues arising from cross-border transactions, into and out of the United Kingdom.

If you are unsure of the best course of action for your business, Coddan can advise you on the best location and type of business entity, and can tailor a solution to your needs. If you wish to retain Coddan in a professional capacity, you can apply for an initial consultation appointment by following the link below.
Book an Initial Consultation:   use this form to request an initial consultation with one of our specialists