Company Limited by Guarantee (Charity Company)

Company Limited by Guarantee
Private companies limited by guarantee are companies that are usually used by non-profit making organisations and charities. They are not suitable for commercial trading activities.

The company can opt to dispense with the word “limited” in its title.

The company enjoys protection of its name.

It must have a registered office in England or Wales, which we can provide. If it is incorporated in Scotland it must have a registered office in Scotland which we can provide if required.

The company must have specific objects directly relating to the purpose for which it has been formed and has a non- profit distribution clause.

A Private Company Limited by Guarantee is a company that does not have a share capital and its members are guarantors rather than shareholders. Members can be natural persons or corporate entities. The members’ liability is limited to the amount they agree to contribute to the company’s assets if it is wound up, usually a nominal amount of a £1. The company must have at least one member.

The company requires at least one director who does not have to be a member. The directors can be of any residency or Nationality. Corporate directors are allowed as long as there is at least one natural person as a director. Directors are not responsible for the debts of the company except where a personal guarantee has been given (for example to a bank) or where a director commits fraud.

On stationery it must show the full company name, registration number and registered office. You do not have to show the directors names, but if you show one you must show them all (except in the text of a letter as a signatory)

The company’s profits are not distributed to its members but are retained to be used for the purposes for which the company was formed. Members do not have any claim upon the assets of the company.

The company must file an annual return and accounts each year, these are on public record.

We can incorporate a company within 2 hours and we also provide the optional service of electronically appointing directors.

Please telephone or email us for a free name check.