UK Limited Companies by Guarantee

Charitable Limited Companies
The unique quality of a Guarantee company

Guarantee companies are usually run for the benefit of members such as members of an association or club. The ‘guarantors’ give a personal amount they will pay in the event the company fails and owes debts. If they wish, Members can even give an unlimited guarantee and be responsible for all debts. Usually the aims and objects of the company are to promote the particular company and no dividends are paid to members, although they can properly take salary, bonuses, expenses, etc. for duties performed.

Guarantee companies are not seen as commercial trading companies and usually exist to raise funds for the benefit of others. A Guarantee company can obtain charitable status and raise funds if it desires or just operate as a members’ company without charitable status.

Guarantee companies can also exist for a of property owners to provide communal services to their properties and only owners of the properties would be members. It is quite normal for a of flat owners to run a guarantee company to settle all accounts expenses on behalf of all owners. Often the name of the company is the property, ie. ‘Millfield Flats Management Co.’

When a club or association is set up only the original members give the guarantee and it is up to the company if new people join as an ordinary member of the club or association or as a guarantee member. If the latter applies, then they need to be added to the list of company members, otherwise the club or association just maintains its own membership list and rules.

A Guarantee company means that you and your fellow members give a personal guarantee to pay an amount to creditors should the company fail. That guarantee can be as little as £1 each.

The advantages and disadvantages of a company

Guarantee Liability

If a business fails, a small Guarantee can protect the owners of a Company from personal loss, or even bankruptcy. Unless you have given any separate guarantee for a particular transaction – or acted illegally – the debts are the Company’s, not yours.

This advantage increases with the growth in commitments the business makes in order to operate and develop.

A unique trading name

When a Company name is registered it has to be unique. For as long as the Company exists, the name can never be copied by another company. You can choose whether to have ‘limited’ at the end of the company name or omit it completely, providing the company has objects and aims, which promote commerce, art, science, education, religion or any particular profession.

Forming a Guarantee company in practice

1. A unique name

The Company name must not be identical to any other company.

2. The right people


A company has to be owned. It need have only one owner but there are normally at least two. Owners are technically Members. All members give a guarantee to clear debts up to a fixed amount.

Managers: ‘Officers’ or ‘Directors’

Owners must appoint Officers to manage the business, which includes operating it according to the requirements of the Companies Acts. These are the Directors. In most Guarantee Companies, Directors are also the Members. A Company must have at least one Director and a Company Secretary. If there are two or more Directors, one of them can also be Company Secretary.

A ‘Company Secretary’

A Company Secretary must be appointed by the Members as the Officer of the Company specifically responsible for maintaining all statutory information about the Company.

3. A specific location – the registered office

This is the legal address of the business (not necessarily its trading address) at which Companies House, the Inland Revenue, customers, suppliers and the public can serve documents and assume that they have been received by the Company Directors. Details of Members and Officers must also be available for public scrutiny at this address.

4. Clear objectives – the memorandum and articles of association

The nature of the business the Company will carry out, along with other details, must be clearly defined in a document called the Memorandum and Articles of Association.

Your company enters the register

TBA INCORPORATORS will register the company, obtaining a registration, adding it to the Company Register and providing you with a Certificate of Incorporation. This, or a copy, must be displayed at the Registered Office, and a copy will be required by the bank.

You are now a Member or Director (or both) of your Guarantee Company, and you can begin to trade under this name.

Requirements after registration

Once your company is registered, you must immediately meet a number of further requirements.

Company seal

You should obtain a Company Seal for sealing certain documents.

Statutory books

The Company must obtain Statutory Books in which to keep the Register of Members, and later the Minutes of Annual and Extraordinary General Meetings, etc.

PAYE registration

The Inland Revenue will contact you to register for PAYE purposes. Remember that Directors are employees, so you must register even if you do not employ anyone else initially.

VAT registration

You must register your Company for VAT, unless the turnover will be below the minimum level. This can be done by TBA INCORPORATORS or your accountant.

Business stationery

Now you can print your business stationery. The Company Name, Registered Number and Registered Office Address must be shown on all stationery, plus your VAT Registration Number on Invoices and Statements, etc.

Accounting date

The Company Secretary or your accountant can inform Companies House of the Accounting Date, that is, the end of the Company’s first Financial Year.

Now that your Company is fully established, there are a number of statutory requirements which must be met on an on-going or annual basis. The Company Secretary is responsible for seeing that these are done.

Regular & annual requirements

1. Change of company details

Companies House must be notified of any changes to Company ownership, Officers or Registered Office address.

2. Registers

The register of Members and Register of Directors must be kept up to date at the Registered Office.

3. Company meetings

Minutes of Annual (and Extraordinary) General Meetings must be kept in the Statutory Books.

4. Accounts – Bookkeeping

Books must be kept up-to-date which reflect the current financial position of the Company. Check your systems with your accountant early on.

5. Annual accounts

Annual Audit and Accounts must be prepared for Companies House and the Inland Revenue. These must be signed by a Director and the Company’s Auditor. Companies House must have a copy of a Company’s accounts within 10 months of the end of the Financial Year or late filing penalties apply.

6. Annual return

Distinct from Annual Accounts, the Annual Return confirms current details of the Company. Companies House sends a Shuttle form which you update and return with the current fee.

Forming a Guarantee company

Most Companies are formed or purchased through a Company formation agent, such as TBA INCORPORATORS, an accountant or a solicitor, who will cover all the necessary specialist details.

The advantage of professionals is that they can advise on Company names, they have proper systems to carry out Company searches, ensure forms are completed correctly, provide Objects, Memorandum and Articles, Company Seals, Nameplates, Statutory Declarations and so on. However, the range of services varies considerably. Be cautious about saving a few pounds on the basic cost – you may have to change things later, and that can prove expensive.

Tailor-made companies

Tailor-made Companies are produced entirely to the client’s requirements and can be registered immediately. The advantage is having the Name you want from the start and Objects, which are specific to your Company. Guarantee Companies must be formed with the Members and Directors names and details from the outset.

A ‘Company Kit’

TBA INCORPORATORS provides your full ‘Company Kit’ and these contain the items needed before and after Registration of your new Company. We provide and complete everything as follows:

Certificate of Incorporation

6 sets of Memorandum and Articles of Association

Statutory Books

Registered Office

Company Seal and Press

Resignation of First Officers

Advice regarding the first meeting of Directors

TBA Incorporators Company Kit

TBA INCORPORATORS Kit has been designed to contain all the items you need for Registration of your Company, neatly packed in an attaché case. In addition, TBA INCORPORATORS can supply any other requirements for establishing your Company.

TBA INCORPORATORS Attaché Case – Certificate of Incorporation, 6 sets of Memorandum and Articles of Association (including Table A), Company Seal and Wallet, Members’ Register & Minutes of First Meeting.

TBA Incorporators range of services

As the leading Company formation agent, TBA INCORPORATORS offers one of the most comprehensive services available.

Guarantee Company Formation

Company formation includes a free Company Name Search, completion of all Registration requirements and provision of a Company Kit – an attractively packed set in a portfolio with all you need to start trading with your new Company.

Registered office address facilities

We can provide both a Registered Office facility and, if needed, a Company Secretary.

Company Secretary service

The role of a Company Secretary is a vital one, but the responsibilities can seem daunting. TBA INCORPORATORS can supply an efficient, professional Company Secretary service and advise Companies House of any change of Company particulars.

VAT registration

We can also organise VAT Registration for you.

Company seal

Our service to new Companies extends to the final details such as provision of your statutory Company Seal.

Guarantee Companies
FAQ – Frequently Asked Questions

What is the difference between a Guarantee and a Limited Company?
A Guarantee company does not have shareholders who receive the benefit of the profits. ‘The Guarantors’ just guarantee that they will pay a certain amount to creditors should the company fail.
How much is the Guarantee for each member?
That is up to you; an Unlimited Guarantee means you are liable for everything. Most members only give £1 guarantee meaning they are only liable for that amount.
What are Guarantee companies used for?
They are not seen as commercial trading companies and can be charities, members clubs, Associations, or as communal property owners i.e. a block of flats with each owner as a member.
If no shares are issued how can any profits be taken?
Directors are still appointed and they can properly take any expenses, salary, bonuses etc. that the company decides to give them.
Can a Guarantee company become a charity?
Yes, many Guarantee companies are formed as charities to raise money from the public to benefit the charity.
Can a Guarantee company raise funds?
Yes, for example 50 people paying £1000 into a company could then elect to buy a premises for their “club” or “association” to be run from.
Does any members have different amounts of Guarantee?
No, we recommend all members guarantee the same amount.
Do all members have to give a Guarantee?
No, say an association is formed with 4 original guarantors then it is up to them to decide whether new members become guarantor members or not. As association of 10,000 members may only have a few as actual guarantors.
How are directors appointed?
By vote of the members, or in a new company the first members may decide to be the first Directors.

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Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.

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