How to register a private company limited by guarantee

Before you can begin trading as a private limited company by guarantee you need to register (or incorporate) with Companies House, either directly, through a registration agent or on Smarta. This guide will talk you through the process of registering and outline the decisions and documentation you need to think about first.

How to register

There are several ways to register. You can do it quickly and easily online with Smarta. Alternatively, you can register with a company formations agent, do it yourself directly at Companies House or pay an accountant to take care of it for you. Registering yourself is the cheapest option, but involves completing and filing all documentation yourself, which isn't easy and can take considerable time to compile. Registering online starts from £69.99, but Smarta and good registration agents will automatically fill in and file your documents. Accountants, of course, are the costlier option as you're paying by the hour for professional advice.

  • Registering direct to Companies House, a registration agent or online with Smarta
  • Accountants will charge more

Company officers

The law requires you have at least one company director, whose name and address is stated in the company's Articles of Association, and is a 'natural person' - rather than another company - over 16 years old.  When registering online you'll need to create digital signatures for all directors, by detailing three pieces of personal information: first three letters of mother's maiden name, the town of birth, first three letters of eye colour.

  • You must have 'natural person' director 16 years old or above
  • You must make a digital signature if registering online

Objects and liabilities

Make liability guarantee in case of winding up orderAs there are no shareholders or share capital, the directors (called members) instead make a guarantee to pay a limited amount (usually £1) in the case of a winding up order. You will also need to submit an object clause defining the company's activities and a declaration restricting directors from paying out any profits and pledging to reinvest them into fulfilling the company's objects.

  • List objects
  • Make liability guarantee

Documentation

If you're registering directly to Companies House you will need to fill in four forms: A Memorandum of Association, which explains the company's name, location and function and includes your objects and liabilities; Articles of Association, which describe how it will be run; form 10 or the Statement of the First Directors, Secretary and Registered Office, which say where the company's registered office is and gives details of directors and their addresses, and form 12 or the Declaration of Compliance with the Requirements of the Companies Act , which shows the company meets all the legal requirements. If you register online or with Smarta you'll still be submitting these forms but it'll be done for you.

  • You need to source, complete all four forms if registering yourself
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