Article reference: UK-IA-COM10

What is a company limited by guarantee?

A company limited by guarantee could be described as a business structure that is a halfway house between a partnership, where every partner is liable for the debts of the partnership, on the one hand, and a limited company, with shares, on the other hand.

The structure is most useful where:

  • it is not appropriate for a limited number of shareholders to have the controlling power; or

  • where it may be inconvenient constantly to be transferring and recording changes of share ownership; or

  • where the organisation is not one where it is appropriate for its members personally to own any share in the assets of the business.

Organisations that structure themselves as a company as limited by guarantee generally are run on a not-for-profit basis. You will find that charities are amongst the biggest users of this type of company set-up, along with schools, colleges, trade associations, social enterprises, societies, clubs and student unions.

Since returning profit to shareholders is not a corporate goal, the incentive for members is to commit to the purposes and aims of the organisation rather than for any personal gain.

How does it differ from a company limited by shares?

The people who would get together to become shareholders in a normal private company become guarantors in a company limited by guarantee. A member has no obligation to provide money except to the extent of his guarantee, just once, in the event that the company becomes insolvent.

In many cases, a liability limit of just £1 is set. Whatever the sum is, it will be specified in the articles of association of the company.

A company limited by guarantee is organised democratically, with its members controlling the company and electing a management committee, who are often referred to as the board of directors.

Since there are no shareholders and no shares, a profit cannot be distributed to its members in the form of dividends. Any profit is retained to be used for the purposes, objectives and policies for which the company exists.

For example, if a company was set up to raise funds for medical research then any profits generated by the company must be used for that purpose.

Most companies have too many members for all of them to share practical day to day management. They therefore appoint some of their number to manage the company.

The members of a company limited by guarantee have periodic meetings, just like the shareholders of a company with shares. Those meetings are where the most important decisions are made.

The structure of management, policy-making and decision making are set out in the articles of association, which can be changed if necessary.

Advantages of the structure

One of the primary reasons for setting up as a company limited by guarantee is that the members generally set a very low limit on their personal liability if the company runs into trouble. That means their private assets are fully protected. If the company goes into liquidation or gets sued, then the maximum sum they could be asked to pay would be the amount of the guarantee.

A company limited by guarantee is a separate legal entity from the members involved in its management. This means that the company can make contracts to buy assets, lease property and employ staff.

All companies are governed by the Companies Acts of 1985 and 2006. Such a legal framework means that grant giving bodies can be more inclined to provide funds to companies limited by guarantee than they would be to an unincorporated association.

Likewise, other public agencies often treat a company limited by guarantee as more secure than less formally structured associations.

Further information and useful documents

If you are interested in setting up a company limited by guarantee then Net Lawman can help you with some of the documentation you will require.

Yor company will need a set of articles of association that set out what the organisation's aims and objects are, and validate the powers it can use to advance such aims. The articles also provide the rules for the procedures that are to be used for meetings, voting rights and accounting practices at the company.

In addition, if the company is to be registered as a charity, then the articles must meet the requirements of the Charity Commission.

You can find our template set of articles of association for a company limited by guarantee here.

You may also be interested to read about other types of UK company.

Please note that the information provided on this page:

  • Does not provide a complete or authoritative statement of the law;
  • Does not constitute legal advice by Net Lawman;
  • Does not create a contractual relationship;
  • Does not form part of any other advice, whether paid or free.
Contact us about this article

We would love to hear what you think about this article and how we could improve it. Please do let us know. However, we shan't be able to reply to your specific questions. If you have a question about a document, please contact us.

Leave feedback about this page