Companies limited by guarantee are a form of legal entity mainly used by charitable or non-profit making organisations. They are private companies where the liability of the members is limited to the amount of money they have paid to the organisation as a guarantee in case the company is wound up while they are a member (or within one year of their ceasing to be a member). The amount that is guaranteed is usually £1.

The main differences between companies limited by shares and those limited by guarantee are:

• Companies limited by guarantee (since 1985) can only be private companies (not public).
• Companies limited by guarantee use different sets of memorandum and articles.

If you wish to start a company limited by guarantee, our incorporation package will give you a comprehensive and value for money service.

‘Limited by Guarantee’ incorporation package

Our professional and friendly team at London Registrars will take care of all the registration formalities and manage the company secretarial compliance for the first 13 months to make sure that the whole process is as pain free as possible for you. The package includes:

• formation of a Limited by Guarantee company
• legal support during the registration process
• registered office address in central London
• first directors meeting
• company compliance service for the first 13 months from the date of the incorporation

Formation

To register your new company, we will

• check that the name you have chosen for your company is available and in line with the company name rules
• as required by law, carry out ID checks for each director
• prepare the incorporation documents, the memorandum and the articles of association
• file the documentation and required fees at Companies House
• provide legal advice on the issues related to your company formation, obligations and duties
• forward the Certificate of Incorporation and the Memorandum and Articles of Association to you

Following the successful incorporation of your company, we will be happy to

• review your application and memorandum before filing with the Charities Commission; and to
• prepare the members’ guarantee forms ready for signing and distributing

Registered office address

We offer you a registered office address in Central London where official documents and correspondence from Companies House and other government organisations such as HMRC and the Court Service can be served. This address must be shown on all your stationery, invoices as well as your website.

First directors meeting

Once your company’s incorporation has been completed, you need to confirm the appointments of the directors and the company secretary (if required), and to pass a resolution to authorise the opening of a bank account and the issuing of the membership certificates. We will deal with this for you by preparing a written resolution for signature by all directors.

Company compliance service

Every company must comply with the Companies Act and submit annual confirmation statement within specified time limits. We are experts in guiding companies through the legal maze. We will provide you with peace of mind as we will take care of the statutory registers and keep them up to date.

This service includes:

• registered office address in Central London
• preparing and filing the company’s Annual Confirmation Statement (formerly the Annual Return)
• maintaining the company’s statutory registers
• recording any changes in the statutory registers and filing at Companies House as required, or carrying out due diligence and ID checks on new directors (up to 5 changes/ checks per annum; additional transactions charged @ £25 plus VAT each)
• telephone support in respect of the above during office hours
• sending reminders about statutory accounts filings due with Companies House and with HMRC

This great value package costs only £599 plus VAT for the first 13 months for companies with up to 5 directors or members. For companies with more than 5 directors or members there will be an additional fee of £40 plus VAT per director or member (exceeding 5). The Annual Confirmation Statement filing fee payable to Companies House is not included in the price. Currently, the Companies House fees are £13 for online filing.

If you would like to discuss this service with us in more detail please contact us.