A Guide to Setting up a Company Limited by Guarantee

The company limited by guarantee legal structure is typically used by not-for-profit organisations such as social enterprises, community interest companies, charities, membership associations and clubs.

Setting up a company limited by guarantee protects the people who are running it from personal liability for any debts that may arise on winding up, because it has a separate legal identity from its members.

The formation and operation of companies limited by guarantee is highly regulated under the Companies Act 2006. They must be registered with Companies House and HM Revenue & Customs (HMRC) and they are subject to a variety of rules requiring them to report annually to both Companies House and HMRC.

This factsheet explains what is meant by a company limited by guarantee and how to register this type of company with Companies House. It also explains the restrictions to be aware of when choosing a company name and the process of registering with HMRC for corporation tax. It briefly covers statutory reporting requirements.

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