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company types /

Limited
By Guarantee

A company limited by guarantee is a great company structure if you're starting up a not-for-profit organisation. Here at Quick, we can get you a company limited by guarantee securely registered within hours. Start your company limited by guarantee from as little as £20. To register your company limited by guarantee, simply navigate to the Start Up page.

What is a company Limited by Guarantee?

A company Limited by Guarantee is ideal for not-for-profit organisations. The company type does not have a share capital, but its members still benefit from limited liability. A member is known as a guarantor and is liable for an amount that is stated in the Articles of Association. This guarantees that a limited amount from each member to help pay off any debts if the company were to close.

The members do not own the company as there are no shares. In fact, the Articles of Association will usually prevent distribution of the company's assets to the guarantors. This consolidates the concept of it being a not-for-profit organisation as the money made is used to push the company objectives forward. However, these clauses can be changed by the members allowing them to have distributions, but this would lose its status as a not-for-profit organisation and it could not qualify as a charity.

This is a great base to have if you're thinking of registering your company to form a charity, club, trade association or social enterprise.

Should your company limited by guarantee generate an income of £82,000 or more, like other company structures as of the 01/04/2015, they should register for VAT. If you have employees, you must set up a PAYE system to collect income tax and National Insurance contributions. We have a special offer on this with our HMRC topping.

Things to note

Requirements:

  • Minimum of one director and one guarantor (they can be the same person)
  • Needs to file Annual Confirmation Statement to Companies House
  • Needs to file Annual Accounts to Companies House

It was previously a requirement, but now not a legal obligation, to specify the objects (company purpose) in the Articles of Association. If you are trying to obtain a charitable status, you must include these, but for other not-for-profit organisations it is not compulsory, but still beneficial. It shows that you are working for the public benefit and helps if you‘re trying to fundraise.

Company registration name

If your company is Limited by Guarantee, you don't have to stick the word "Limited" at the end of your registered company name if you have included the non-profit distribution clauses in the Articles and the objects of the company promote or regulate:

  • Commerce
  • Art
  • Science
  • Education
  • Religion
  • Charity
  • Any profession incidental or helpful to the specified objects

This shows that your company is for the public benefit and solidifies your public status as a not-for-profit organisation