Company filings · Not-for-profit structures
Form a company limited by guarantee for a charity, club, association or community group: articles, members, Companies House filing, HMRC and charity next steps.
Short answer
A company limited by guarantee has members instead of shareholders. Each member promises a small fixed sum, often £1, if the company is wound up, and profits are reinvested rather than paid out. We prepare suitable articles, register the company at Companies House and set up HMRC, charity or CIC steps that follow.
Content updated 21 October 2026. Official references are listed below.
Regulated and qualified through ICAEW, ACCA and AAT memberships held across our team
Charities, sports clubs, residents' management companies, trade bodies and community groups often need limited liability without share capital. The structure works well, but the articles decide what you can and cannot do, so they need to fit your purpose from day one.
Articles drafted for your purpose
Members, directors and PSC set up
Companies House registration
Charity, CIC or exemption pathways
Corporation Tax and VAT checks
It suits organisations that will not distribute profits to owners: charities that want to employ staff and sign contracts in their own name, members' clubs, flat management companies and not-for-profit trade associations. If you plan to raise equity investment or pay dividends, a company limited by shares is usually more suitable.
Model articles for guarantee companies are a starting point, but most organisations need tailored objects, membership rules and a clause preventing profit distribution. Charities need wording acceptable to the Charity Commission, and community interest companies need an asset lock. Getting this right avoids later amendments and filing fees.
We check the name, prepare the memorandum and articles, confirm directors, members and people with significant control, and file the incorporation. Directors and PSCs must verify their identity with Companies House. After incorporation we register for Corporation Tax where needed and advise on VAT, payroll and bank account opening.
A guarantee company is not automatically tax-exempt. It may owe Corporation Tax on trading profits or investment income unless it is a registered charity or qualifies for mutual trading treatment. Many clubs and associations can be treated as dormant for Corporation Tax if they have no taxable income, but HMRC must agree.
Rates, thresholds and dates reflect the UK position at the content update date. Check current GOV.UK guidance, or ask us, before relying on them.
Primary references
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Frequently asked
No. It has members who each guarantee a nominal amount, usually £1, if the company is wound up.
Yes, unless it is a charity whose governing document or charity law restricts payment. Pay must be properly authorised.
Some can, if the articles meet the conditions for the exemption, typically for charitable or similar objects.
No. It must also register with the Charity Commission if it meets the charity criteria.
Yes. Annual accounts, a confirmation statement and, where required, a Corporation Tax return.
Keep bank statements, sales and platform reports, purchase invoices, payroll records, VAT workings, finance agreements and Companies House correspondence. We confirm the exact list at onboarding and identify gaps before a filing deadline becomes urgent.
The fee depends on transaction volume, record quality, VAT and payroll requirements, historic catch-up and the level of reporting needed. We agree a fixed scope and price before technical work starts, with published packages available on our fees page.
Yes. We request professional clearance, collect the prior records and authorities, check the next Companies House and HMRC deadlines, and give you one clear handover list. The process is normally completed remotely.
Yes. We work through secure cloud records, scheduled reviews and digital approvals, while keeping a named team available by phone, video call and email. Clients can also visit our Morden office by appointment.
We regularly work with Xero, QuickBooks, FreeAgent, Sage and connected sales or expense apps. The right setup depends on transaction volume, integrations and the reports you need, not simply the software brand.
Included approach
Ready when you are
Two ways to work with us
Everything is fixed price and agreed before we start. Prices are the same whether you are in London, Morden, Croydon or anywhere else in the UK.
All-inclusive packages
One fee covering your company’s filing calendar, with the price based on your turnover band.
One-off online filing
No monthly commitment. Add what you need to one basket and pay by card, with government fees shown separately at cost.
Not sure which fits? Book a free consultation or get an instant quote.
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