Limited by Guarantee Bespoke Formation & Registration in the UK

What Does the Bespoke Package Include?

The package covers custom Articles of Association, electronic Companies House filing, a ‘Limited’ name exemption or sensitive word application where needed, digital incorporation documents, and email support all under one fixed fee.

Here is exactly what you receive:

• Online formation of a UK company limited by guarantee with no share capital.
• Bespoke Memorandum and Articles of Association drafted around your organisation’s purpose, membership structure, and governance requirements.
• Custom objects, powers, and restrictions aligned to your activities and any funder or regulator conditions.
• Tailored membership categories, voting rights, and meeting provisions.
• Application for ‘Limited’ name exemption or sensitive word approval where your proposed name requires it.
• Electronic filing with UK Companies House after your review and sign-off.
• Digital Certificate of Incorporation and full incorporation documents delivered by email.

Organisations with no custom governance requirements can use our standard Limited by Guarantee Package at £14.99 plus the £50 Companies House fee.

Who Needs the Bespoke Package?

Organisations that need custom object clauses, defined membership categories, funder-specific restrictions, or governance rules that model Articles cannot accommodate.

The standard guarantee package uses model Articles compliant with the Companies Act 2006. Those Articles work well for straightforward organisations. They do not work for organisations where funders require specific wording, where members hold different rights, or where dissolution and asset rules must be precisely defined.

Four types of organisations consistently need bespoke documentation:

• Charities and charitable-style organisations — the Charity Commission for England and Wales, OSCR, and the Charity Commission for Northern Ireland each expect objects clauses worded to specific standards. Model Articles rarely satisfy those expectations without amendment.
• Trade bodies and professional associations — membership categories, committee structures, and voting thresholds need to be written into the Articles rather than left to informal rules.
• Sports clubs, residents’ associations, and community projects — joining and leaving procedures, decision-making authority, and dissolution rules all need documenting precisely to avoid future disputes.
• Non-profits and social enterprises — grant bodies and public sector partners routinely request Articles before releasing funding. Vague governance documentation delays or prevents the funding.

If you are unsure whether your organisation needs bespoke documents or the standard package, contact our team before ordering. We confirm the right approach at no charge.

How Much Does the Bespoke Package Cost?

£29.99 service fee plus the mandatory £50 Companies House filing fee — a total of £79.99 with no additional charges for custom drafting, name exemption applications, or document review.

The £50 Companies House fee is a statutory government charge that applies to every UK company registration, regardless of which formation agent or package is used.

The £29.99 service fee covers four things the standard package does not: custom document drafting, specialist review of your Articles before filing, your review and approval stage, and name exemption applications where required.

How Does the Registration Process Work?

Five steps: online order form, submission of your organisation’s requirements, specialist drafting, your review and approval, and then electronic filing with Companies House.

1. Online order form — you provide your proposed company name, registered office, director details, guarantor information, and people with significant control.
2. Organisation requirements — you tell us your purpose, membership structure, voting preferences, and any conditions imposed by funders or regulators.
3. Bespoke drafting — our specialists prepare your Articles of Association, including objects, powers, restrictions, and governance provisions written to your specifications.
4. Your review — we will send you the draft documentation before any filing takes place. Nothing is submitted until you confirm the wording is correct.
5. Electronic filing — submitted to Companies House on the same working day as your approval in most cases. Digital documents arrive by email once Companies House approves the application.

No prior knowledge of company law is needed. Our team explains each governance choice in plain language before drafting begins.

What Legal Requirements Apply?

Five statutory requirements under the Companies Act 2006 apply to every company limited by guarantee, bespoke or standard: minimum 1 director, minimum 1 guarantor, a UK registered office address, a Memorandum of Association, and compliant Articles of Association.

• Director — aged 16 or over, not disqualified from acting as a UK company director.
• Guarantor — agrees to contribute a fixed amount, typically £1, if the company is wound up with outstanding liabilities. This is not a financial investment and is only called upon during a formal winding-up with unpaid debts.
• UK registered office — a physical address in England, Wales, Scotland, or Northern Ireland. Our Business Address service provides a compliant registered office for organisations without a UK premises.
• Memorandum of Association — a statement signed by all initial guarantors confirming their agreement to form the company.
• Articles of Association — in this package, drafted to your specifications rather than using model Articles.

Where your proposed company name includes a sensitive word or requires a ‘Limited’ exemption, the application to Companies House for that approval is included in the £29.99 fee.

What Can Bespoke Articles Include?

Six categories of custom provisions: objects clauses, membership categories, voting rights, reserved matters, dissolution rules, and regulator-specific restrictions.

• Objects clauses define precisely what the company exists to do. Funders, the Charity Commission, and public sector commissioners frequently require specific objects wording before approving grants or contracts. Vague objects create problems at the funding application stage.
• Membership categories separate full members from associate, honorary, or other defined classes — each with different rights, obligations, and subscription terms.
• Voting rights set quorum requirements, weighted voting arrangements, and the thresholds needed to pass ordinary and special resolutions.
• Reserved matters protect key decisions — changes to objects, disposal of assets, dissolution — by requiring a supermajority or unanimous consent rather than a simple majority.
• Dissolution and asset lock provisions define where assets go if the company winds up. Many funders require an asset lock clause confirming assets transfer to a similar organisation rather than being distributed to members.
• Regulator-specific restrictions include wording required by the Charity Commission, OSCR, or other bodies as a condition of registration or continued compliance.

Our specialists confirm which provisions apply to your organisation before any drafting begins.

What Are the Structural Benefits of a Guarantee Company?

Four benefits that an unincorporated association cannot provide: limited liability, no share capital requirement, a separate legal identity, and documented governance.

Organisations operating as unincorporated associations carry unlimited personal liability for every committee member. One legal claim or unpaid debt can reach the personal finances of every person running the organisation. Incorporation removes that exposure entirely.

Beyond liability protection:

• No share capital — the company holds no shares and pays no dividends. Every penny of surplus income stays in the organisation and is applied to its stated objects.
• Separate legal identity — the company signs contracts, owns property, employs staff, and holds bank accounts in its own name. Individual members and directors are not personally party to those arrangements.
• Documented governance — bespoke Articles give your organisation a clear operational framework. Funders, banks, and public sector partners see formal governance documentation as evidence of organisational credibility. An unincorporated association cannot produce equivalent documentation.

What Ongoing Compliance Is Required After Formation?

Three recurring obligations apply to all UK-registered companies: an annual Confirmation Statement, annual accounts, and event-driven filings for changes to directors, PSCs, or the registered office.

• Confirmation Statement — filed once per year, confirming your registered details remain 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. Our File Accounts for Dormant Companies service covers organisations with no trading activity in a given year.
• Event-driven filings — director or PSC changes must be reported to Companies House within 14 days of the change. Our Director Appointment and Director Resignation services process these filings on your behalf.

Missed filing deadlines result in financial penalties and potential strike-off by Companies House. Current penalty amounts are published on the Companies House website.

For organisations that want ongoing compliance managed professionally, our Company Secretarial Service covers all statutory filing obligations under a single annual arrangement.