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Limited By Guarantee Company Formation Buy Now£24.99 +VAT

LBG Basic Pack

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LBG Plus Pack

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Select any of the above option and place your order.

LBG Basic Pack

Companies Limited by Guarantee (LBG) are usually set up by non-commercial organisations such as user groups, trade associations, social clubs and co-operatives.

Please note the following:

  • This product provides a “not-for-profit” LBG, not a registered charity or Charitable Incorporated Organisation (CIO)
  • The company will have the suffix “LTD” or “Limited” in its name, indicating that it is a limited liability company, albeit limited by guarantee. Limited liability means that the members or subscribers cannot be liable for the debts of the company beyond the amount for which they give a guarantee.
  • Companies Limited by Guarantee are liable to corporation tax on any profits or surpluses, even if they are run as “not-for-profit” organisations.
  • The Articles of Association supplied by us, for this product, cannot be edited during the application. This product will also not allow the substitution of alternative Articles of Association.
  • The Articles of Association are drafted for a small membership and suitable for up to 5 or 6 members. If your membership is larger, you should use our editable articles pack which allows you to supply your own or edit the articles we provide.
  • Members do not have to be directors of a company and directors do not have to become members.

Articles of Association:

The articles of association are the written constitution of the company and set out how the company will be run. The Articles are agreed by the company’s founding members (alternatively known as guarantors or subscribers).The following sets out the key features of the Articles of Association we supply with this product:

  • The liability of each member is capped at the amount stated in the articles and is usually £1, but can be anything the founders decide.
  • Each member is liable for the amount stated during the time he or she is a member and for up to one year after membership ceases.
  • Members are required to give 7 days notice to withdraw their membership
  • Unlike shares held in a company,membership is not transferable
  • Unlike shareholders in a company, each member only has 1 vote at company meetings.
  • There is no restriction on directors remuneration (unlike a charity)

When you make your application with us, you will be asked to decide the following:

  • The Limit of each members liability; most applicants choose £1, but it can be more.
  • The directors of the company.
  • The members/guarantors of the company. In small organisations, they usually are also the directors.
  • You will have to state if there are any Persons of significant control (PSCs). A PSC is anyone who controls more than 25% of the company. Given that the Articles of Association only allow for 1 member 1 vote. A company with 4 or more members will not have any PSCs. A company with a membership of 3 or less will state they are each PSCs.
  • The Standard Industrial Classification (SIC) code. At least one needs to be selected from the drop-down list we make available to you.
  • The address of the Registered office. This will be the official address of the company and will be available to members of the public. It will need to be displayed on websites, letters, invoices and other communications.
  • Each director’s and member’s service address. You will also have to supply each directors personal address to Companies House. A service address for the directors is the only way to avoid displaying their home address.

Annual Compliance Requirements:

  • Like all companies registered with Companies House, your LBG will have to file yearly accounts made up to the accounting reference date.
  • An annual confirmation statement is also required stating details of directors, members, PSCs and any changes to the total guaranteed. Companies House charge a filing fee of £13.
  • You will be required to submit a Corporation tax return each year, even if no tax is payable.

General Compliance Matters:

All limited companies are governed by the regulations of the Companies Acts 2006, and the directors of your company will need to ensure compliance with that Act. In particular:

  • You are required to maintain statutory books giving details of the company, its directors, members, PSCs , any debentures issued, mortgages and other matters.
  • The statutory books will also need to be made available to the public if they request access.
  • Changes of directors and PSCs (registerable events) will need to be notified to Companies House within prescribed periods.

Articles of Association:

The company can agree to change the Articles of Association. The new Articles and the Resolution adopting the amended Articles will need to be sent to Companies House.

Changes in Membership:

The company can admit new members. They will not appear on the original Memorandum of Association but, they will have the same rights as the original members.

Naming your LBG:

Companies House have rules about the names that companies can be given. The rules ensure the public are not misled about a company. A list of sensitive and regulated words are published on their website. Their website also states what evidence should be provided with an application in order to have a name approved. If you are using a sensitive word, our system will allow you to upload the supporting evidence with your application.

The following is a sample of words that are more commonly used in the names of LBG companies which require additional information before Companies House will accept them:

Association, Benevolent, Charity, Charitable, Commission, Community Benefit Society, Co-operative,Council, Federation, Foundation, Friendly Society, Fund, Institute, Society

More information about supporting evidence is given on the Companies House website:

LBG Plus Pack

There is a provision in the Companies Act that allows for the omission of the suffix” LTD” or “Limited” from a company’s name. Companies taking advantage of this exemption are sometimes called “S30” companies referring to the provision in the 1985 Companies Acts. The provision is now replaced by S60 of the 2006 Companies Act.

To qualify for exemption from using the suffix ltd or limited from your company name your Articles of Association need to:

  • State that the company’s objects (aims) are the promotion or regulation of any of the following: commerce, art, science, education, religion, charity or any profession and anything incidental or conducive to those objects.
  • Contain the following provisions:
    • A statement that any profits or other income should be applied to the promotion of the objects of the company
    • A prohibition of the payment of dividends or other distributions to the members.
    • A statement that in the event of the business being wound up, all of the company’s assets will be transferred to another body with similar charitable objects.

This package allows you to take advantage of the limited exemption provision by providing you with Articles of Association that you can edit during the application process. You will be asked to download the articles and insert the objects of your company at clause 4.1.1 . A simple sentence setting out the objects of your LBG will be sufficient. Once you have done that you will be able to upload the edited version which will be submitted with your application to Companies House.

Please note the following:

  • This product provides a “not-for-profit” LBG, not a registered charity or Charitable Incorporated Organisation (CIO).
  • This product exempts you from using the suffix “LTD” or “Limited” in your company name.
  • Companies Limited by Guarantee are liable to corporation tax on any profits or surpluses, even if they are run as non-profit organisations. Once they register with the Charity Commission they are entitled to various tax exemptions and reliefs.
  • An unregistered charity with income below £5,000 threshold can benefit from tax relief by registering with HM Revenue and Customs (HMRC). The Articles of Association would need to be amended and other HMRC conditions met. To explore this option you should seek the advice of an accountant.
  • Members do not have to be directors of a company and directors do not have to become members.
  • The Articles of association are drafted for a small membership and suitable for up to 5 or 6 members. If you membership is larger you should edit the articles accordingly.
  • We do not provide an editing or drafting service. However, we are happy to offer support relating to the insertion of the objects at clause 4.1.1

When you make your application with us, you will be asked to state the following:

  • The Limit of each members liability; most applicants choose £1 but it can be more.
  • The directors of the company.
  • The members/guarantors of the company. In small organisations, they usually are also the directors.
  • You will have to state if there are any Persons of significant control (PSCs). This is anyone who controls more than 25% of the company. Given that the Articles of Association only allow for 1 member 1 vote. A company with 4 or more members will not have any PSCs. A company with a membership of 3 or less will state they are each PSCs.
  • The Standard Industrial Classification (SIC) code. At least one needs to be selected from the drop-down list we make available to you.
  • The address of the Registered office. This will be the official address of the company and will be available to members of the public. It will need to be displayed on websites, letters, invoices and other communications.
  • Each director’s and member’s service address. You will also have to supply each directors personal address to Companies House. A service address for the directors is the only way to avoid displaying their home address.
  • The objects of your company, which you will have to insert in the downloaded Articles of Association.

Obtaining Charitable status:

To be a charity a company needs to be registered with the Charity Commission. LBGs are a suitable structure for a charity but the Articles of Association we provide need to be amended.

Annual Compliance Requirements:

  • Like all companies registered with Companies House, your LBG will have to file annual accounts made up to the accounting reference date.
  • An annual confirmation statement is also required stating details of directors, PSCs and any changes to the total guaranteed. Companies House charge a filing fee of £13.
  • You will be required to submit a Corporation tax return each year, even if no tax is payable.

General Compliance Matters:

All limited companies are governed by the regulations of the Companies Acts 2006 and the directors of your company will need to ensure compliance with that Act. In particular:

  • You are required to maintain statutory books giving details of the company, its directors, members, PSCs , any debentures issued, mortgages etc.
  • The statutory books will also need to be made available to the public if they request access.
  • Changes of directors and PSCs (registerable events) will need to be notified to Companies House within prescribed periods.

Articles of Association:

The company can agree to change the Articles of Association. The new Articles and the Resolution adopting the amended Articles will need to be sent to Companies House

Changes in Membership:

The company can admit new members. They will not appear on the original Memorandum of Association but, unless the Articles state otherwise , they will have exactly the same rights as the original members.

Naming your LBG:

Companies House have rules about the names that companies can be given. This is to ensure the public are not mislead about a company’s bonafides. A list of sensitive and regulated words are published on their website. Their website also states what evidence should be provided with an application in order to have a name approved. If you are using a sensitive word, our system will allow you to upload the supporting evidence with your application.

The following is a sample of words that are more commonly used in the names of LBG companies which require additional information before Companies House will accept them.

Association, Benevolent, Charity, Charitable, Commission, Community Benefit Society, Co-operative,Council, Federation, Foundation, Friendly Society, Fund, Institute, Society

More information about supporting evidence is given on the Companies House website:

Becoming a registered charity:

It will be possible for your LBG company to be registered with the Charity Commission. In order to do so you will have to:

  • Amend your Articles of Association or adopt new ones as recommended by the Charity Commission.
  • Demonstrate that you have gross income in excess of £5000 per year.
  • Complete a lengthy application to the Charity Commission.

What's Included in this package

  • Limited By Guarantee Company-ready To Trade

  • Companies House Filing Fee Paid By Us

  • Email Copy Of Certificate Of Incorporation

  • Company Administration Portal

  • Web Authentication Code

  • Free Administration Support

Optional Services

  • Free Referrals To Business Banking

  • Merchant Account Referral

  • Free Referral To a Payroll Bureau

  • VAT Registration Service

  • Non Status Bank Account

  • Accountant Referral With Free Initial Consultation

LBG Basic Pack

Buy Now £24.99 +VAT

LBG Basic Pack

Buy Now £24.99 +VAT

Free referrals to bank and card merchant accounts

Barclays Bank
Lloyds Bank
Cashplus Bank
Worldpay Bank

FAQs

How long does it take to form a company?

Just like most formation agents, we use a third-party software system that links our orders directly to Companies House. Once your order is placed, it is automatically forwarded to Companies House. The time taken is entirely dependent on Companies House’s workload. Companies House will normally complete your application within 1 working day. In unusual circumstances, Companies House systems can be interrupted and take more than a day to resolve, but this is very rare.

Do I need to specify what my business is or the objects of the company?

There is no requirement to specify the objects of your company or the nature of your trade in the articles of association (constitution) of the company. However, you will be asked to provide a SIC (Standard Industrial Classification) code when you make your application. A drop-down list of all the available classifications is available at the appropriate juncture in the application. You only need to select one code, and it should be the code that is the most accurate. It is very rare to find an exact SIC match, so use a general SIC match if that is all that is available.

What are the charges?

We offer a discount to first time buyers who wish only to buy a basic limited company formation. The basic price is always published and clearly stated but will vary from time to time. There are never any hidden charges. There is a selection of more expensive packages, and there are extra services you can buy. We charge for all the extras, but they are entirely optional.

How many people do I need to form a company?

You need a shareholder and a director. The shareholder and the director can be the same person, so a company can be formed with just 1 person. Shareholders are the owners of the company while the directors are the people responsible for managing a company. The director must be at least 16 years of age.

What documents are required to create a company?

You do not need any documents to form a company, and the entire process is online. Our systems generate and submit forms IN01 and the Memorandum and articles of association on your behalf when you complete your order.

What company name can I use?

Subject to specific rules, you can use any company name, provided it does not already exist or resembles another company name on the Companies House Register. Our name search box is linked to Companies House and will advise you if your proposed name is available.

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