Company Limited by Guarantee Formation & Registration in the UK

Form My Company registers your company limited by guarantee with UK Companies House for a fixed fee of £14.99 plus the £50 Companies House filing fee. The process is completed online. Incorporation documents are delivered digitally within 1 business day in most cases.

What Is Included in the Limited by Guarantee Package?

The package includes 5 core deliverables: online application, electronic Companies House filing, specialist document checking, digital incorporation documents, and email support throughout.

Every item listed below is covered under the fixed fee with no hidden charges added at checkout:

• Online application built specifically for companies limited by guarantee — not a generic Ltd form.
• Electronic filing with UK Companies House submitted on your behalf by our formation team.
• Incorporation documents prepared and checked by specialists with direct experience in guarantee company structures.
• Digital Certificate of Incorporation issued by Companies House upon approval.
• Memorandum and Articles of Association drafted for a share-free guarantee structure and compliant with the Companies Act 2006.
• Email support from UK company formation specialists from order placement through to incorporation.

If your organisation requires bespoke Articles of Association, see our Limited by Guarantee Bespoke Package.

Who Is a Company Limited by Guarantee Designed For?

A company limited by guarantee is designed for organisations that reinvest surplus income to fulfil their purpose rather than distributing profits to shareholders or members.

This structure is used by 4 primary organisation types in the UK:

• Charities and charitable-style organisations — formed before or alongside a separate Charity Commission registration.
• Sports clubs, community projects, and residents’ associations — where members share a common purpose with no profit motive.
• Trade bodies, professional associations, and membership organisations — requiring a formal legal structure with clear governance.
• Social enterprises — operating on a non-profit basis that makes a share-based Ltd company unsuitable.

A company limited by guarantee holds no share capital. Members agree to contribute a fixed guarantee amount typically £1  if the company is wound up. This is the defining legal characteristic that separates it from a Private Limited Company.

If you are uncertain which structure fits your organisation, contact our team before placing an order. We confirm the correct structure at no charge.

How Does the Online Registration Process Work?

Registration follows 4 steps: complete the guided order form, submit required details, our team files electronically with Companies House, and your digital documents are delivered upon approval.

The full process in order:

1. Complete the guided order form — the form collects your company name, registered office address, guarantor details, guarantee amount, and people with significant control (PSCs).
2. Our specialists check your application — we review every detail for accuracy and Companies Act 2006 compliance before submission.
3. Electronic filing with Companies House — your application is submitted the same working day in most cases.
4. Digital documents delivered — your Certificate of Incorporation and Memorandum and Articles of Association are emailed directly to you.

Incorporation is completed within 1 working day in most cases, subject to Companies House processing volumes on the day of submission. You can begin operating your organisation immediately upon receipt of your Certificate of Incorporation.

No paper forms are required. No solicitor is needed. No prior knowledge of company law is assumed.

What Does a Company Limited by Guarantee Cost to Register?

Registering a company limited by guarantee through Form My Company costs £14.99 service fee plus the mandatory £50 Companies House filing fee, giving a total of £64.99.

Both fees are fixed. No additional charges apply to the standard package. The £50 Companies House fee is a statutory government charge that applies to all UK company registrations regardless of the formation agent used.

For organisations needing custom Articles of Association — for example, charities with specific objects clauses or organisations with complex governance requirements our Limited by Guarantee Bespoke Package covers tailored document drafting at a separate fixed price.

What Are the Legal Requirements for a Company Limited by Guarantee?

A company limited by guarantee must comply with the Companies Act 2006. It requires a minimum of 1 director aged 16 or over, at least 1 guarantor member, a registered office address in the UK, and compliant Articles of Association.

The 5 mandatory legal requirements are:

• Minimum 1 director must be at least 16 years old and not disqualified from acting as a director under UK law.
• Minimum 1 guarantor the member who agrees to contribute a fixed amount, typically £1, if the company is wound up.
• UK registered office address  a physical address in England, Wales, Scotland, or Northern Ireland where official Companies House correspondence is received.
• Memorandum of Association a statement signed by all guarantors agreeing to form the company.
• Articles of Association the governance document setting out how the company is run, how decisions are made, and the rights of members.

• No share capital is required. No shareholders are appointed. This distinguishes the guarantee structure from all share-based company types registered at Companies House.

  Our package includes company secretarial support to ensure all 5 requirements are met correctly before filing.

What Are the Benefits of a Company Limited by Guarantee Structure?

A company limited by guarantee provides limited liability protection, no share capital requirement, a formal legal identity, and a governance framework , 4 structural advantages that an unincorporated association cannot provide.

Each benefit explained with its legal basis:

• Limited liability — Members’ personal financial liability is capped at the guarantee amount, typically £1, as defined in the Memorandum of Association. Personal assets are protected if the company is wound up with outstanding debts.
• No share capital — The company holds no issued shares and pays no dividends. All surplus income is retained and reinvested in line with the company’s stated objects.
• Separate legal identity — The company can enter contracts, own property, employ staff, and open a business bank account in its own name, separate from its members and directors.
• Formal governance — The Articles of Association define decision-making processes, member voting rights, and director responsibilities. This is required by funders, grant bodies, and public sector partners in most cases.

Organisations operating without incorporation for example, as an unincorporated association carry unlimited personal liability for their committee members.

Incorporation removes that exposure.

What Ongoing Compliance Does a Company Limited by Guarantee Require?

A company limited by guarantee must file a Confirmation Statement annually with Companies House, prepare annual accounts, and report changes to directors, PSCs, or the registered office within 14 days of each change.

The 3 recurring compliance obligations are:

• Confirmation Statement — filed once per year confirming the company’s registered details are accurate. Our Confirmation Statement Filing service handles this at a fixed fee.
• Annual Accounts — prepared and filed with Companies House and HMRC each financial year. Dormant companies file simplified accounts. Our File Accounts for Dormant Companies service covers this where applicable.
• Event-driven filings — changes to directors, PSCs, or the registered office must be reported to Companies House within 14 days. Our Director Appointment and Director Resignation services process these filings on your behalf.

Failure to file on time results in a financial penalty and potential strike-off by Companies House. All penalty amounts are published on the Companies House website.

Why Register Your Guarantee Company Through Form My Company?

Form My Company processes guarantee company registrations with a fixed fee, same-day filing in most cases, and specialist document checking — 3 service features that reduce formation errors and administrative delays.

• Specialists in guarantee structures — the application form, Articles of Association, and document checks are specific to guarantee companies, not repurposed from a standard Ltd formation.
• Fixed, transparent pricing — £14.99 service fee plus £50 Companies House fee. No upsells during checkout for core formation.
• Same-day electronic filing in most cases, subject to order time and Companies House processing volumes.
• Digital document delivery — Certificate of Incorporation and Articles of Association emailed directly upon Companies House approval.
• Post-formation support — our team remains available by email for questions on your new company’s compliance responsibilities after incorporation.

For organisations requiring ongoing compliance management, our Company Secretarial Service provides a structured annual support package.