A Company Limited by Guarantee

A Limited by Guarantee Company does not have a share capital or shareholders, and is usually formed to manage a non-profit organisation such as a charity, a club or as a Flat Management Company.


Instead of shareholders a Limited by Guarantee Company will have subscribers, otherwise known as trustees or guarantors.


In the event of the Company winding up, the Subscribers will be liable to pay a predetermined sum as stated in the Memorandum and Articles of the Company (usually £10.00).


A Limited By Guarantee Company will need to stipulate the Company`s objects in the Memorandum of Association, this will define what the Company`s intended activities will be. There is usually a clause restricting the directors from paying out profits to the subscribers of the Company, which protects the proceeds of the Company.




The Company is required to have a Registered Office Address in the UK.

You must appoint a minimum of 1 Director and 1 Subscriber / Member.


The Directors and Shareholders can be of any nationality and can be a corporate body or private individual.


There is a maximum of 50 Directors if incorporated electronically.


Although no share capital is held in the Company, at least one subscriber must be named.