Help Centre · Glossary · 1 min read

Company limited by guarantee

A company limited by guarantee is a company with members and no shareholders. Each member promises to pay a fixed sum, often £1, if the company is wound up. It is the usual form for charities, clubs and most community interest companies.

Definition

A company limited by guarantee is a company with members and no shareholders. Each member promises to pay a fixed sum, often £1, if the company is wound up. It is the usual form for charities, clubs and most community interest companies.

How it differs from a company limited by shares

Limited by sharesLimited by guarantee
Owned byShareholdersMembers
Liability limited toThe amount unpaid on their sharesThe amount of their guarantee
Share capitalYesNone
ProfitsCan be paid out as dividendsNormally kept for the company’s purposes

In the accounts

The balance sheet of a company limited by guarantee has no share capital line. A note states that the company is limited by guarantee and gives the amount each member has undertaken to contribute.

Everything else is the same

It is incorporated at Companies House, has directors, files annual accounts and a confirmation statement, and pays Corporation Tax on any taxable profits, unless it is a charity entitled to exemption.

Read more: The company limited by guarantee note.