Documents Required for Companies Limited by Guarantee in the UK

A company limited by guarantee in the UK provides a solution for organisations who do not intend to issue shares. For non-profit organisations, membership bodies, associations, clubs and so-called social enterprises this structure frequently applies because it operates through guarantors instead of shareholders. But simple as that structure sounded, even the best founders can be delayed by preparing wrong documents or missing a detail when filing. If you start a new company under the UK incorporation process, Companies House needs specific formation documents and a statement of guarantee is one of the most crucial elements for guarantee companies.

It can be useful to skim through the document checklist before you apply, especially if you’re registering in England, Wales, Scotland or Northern Ireland. In the UK, registration is done via Companies House and also (in many cases) incorporates the incorporation of setup corporation tax. Indeed, recent guidance from Companies House indicates that the detailed style of identity verification may also now become relevant for registration workflows in cases where forms or filings require a personal code as part of the register and/ or request access to be made via e-filing. This means founders need to make sure their constitutional documents and officer details are ready well in advance of making a submission.

 

What Is a Company Limited by Guarantee?

A company limited by guarantee shares has no requirement for share capital in the traditional sense or shareholder. As an alternative, it has members or guarantors who pledge to pay a flat amount in nominal terms upon the company winding up. The amount carried as a guarantee is often trivial, but it remains bounded and must be recorded in formal documents of incorporation. This makes the structure fundamentally different from a company limited by shares, which has ownership links to issued and paid-up share capital.

As a result of this difference, the list of documents also gets updated. In that sense, a guarantee company is not dependent on a statement of capital like a share company. Rather it wants the perfect files of constitutional history and registrations that demonstrate who the sureties are, how an organisation will operate and what amount every guarantor is willing to pay if the business terminates. Get details on Company Registration Service.

 

Main Documents Required to Register a Company Limited by Guarantee in the UK

Below is the core documentation founders usually need when registering a UK company limited by guarantee.

Document	Why It Matters	Required for Guarantee Company?
Memorandum of Association	Confirms the subscribers wish to form the company	Yes
Articles of Association	Sets out the company’s internal rules	Yes
Statement of Guarantee	Lists guarantors and the amount they guarantee	Yes
Form IN01 / Registration Application	Captures company details, officers, address, SIC code and more	Yes
Registered Office Details	Gives the official legal address	Yes
Director Details	Identifies the company officers	Yes
PSC Details (if applicable)	Records people with significant control where relevant	Usually yes, if applicable
Identity Verification Information	May be needed in Companies House filing processes	Can be relevant

This structure reflects current UK registration guidance for limited companies and the specific guarantee-company rules published by GOV.UK and Companies House.

 

1. Memorandum of Association

The memorandum of association is one of the basic incorporation documents. It confirms that the subscribers want to form the company and agree to become members. Companies House explains that the memorandum is a simple document containing the company name, the subscribers, and the date. For a guarantee company, you would use the version designed for a company without share capital.

Although it is short, this document is essential. Without it, the incorporation file is incomplete. Therefore, founders should make sure the company name matches the application exactly and that the memorandum is properly dated.

 

2. Articles of Association

The articles of association are also important because they describe how the company is to be managed. How decisions are made The internal rules, member rights, director powers, meetings and administrative procedures; According to GOV.UK, all limited companies are required to have articles of association with model articles for private companies limited by guarantee.

This matters because many founders use standard templates at the start, while others prepare bespoke articles to suit a charity, club, trade body, or membership organisation. Even so, the articles must be consistent with UK company law and the company’s intended structure. If the organisation has special membership rules, voting rules, or objects, tailored drafting often helps avoid disputes later.

 

3. Statement of Guarantee

For a company limited by guarantee, the statement of guarantee is the document that replaces the role that share capital information would play in a share-based company. GOV.UK makes this very clear: when registering a company limited by guarantee, you must include the details of the guarantors and the guaranteed amount in a statement of guarantee sent during registration.

This document should clearly state:

• the name of each guarantor or member
• the amount each agrees to contribute if the company is wound up
• confirmation that the company is limited by guarantee rather than shares

Usually, the guaranteed amount is nominal, often just £1, but the important point is that it must be formally recorded.

 

4. Form IN01 or Online Registration Details

The registration application itself is another key part of the document pack. For paper applications, this is commonly linked with Form IN01. Current Companies House guidance shows that this form covers core incorporation details such as the company name, type of company, registered office, directors, and other required registration information. Paper filing is available, and GOV.UK currently states that a paper application costs £124.

Whether you register online or by post, the same underlying information is needed. This normally includes:

• proposed company name
• registered office address
• director details
• SIC code or nature of business
• PSC information where applicable
• statement of compliance
• supporting constitutional documents

 

Because the application sits at the centre of the formation process, even a small spelling mismatch between the form and the constitutional documents can slow the registration.

 

5. Registered Office Address

Every UK company must provide a registered office address. This is the official legal address where statutory correspondence can be sent. It does not always have to be the trading address, but it must meet Companies House requirements for the jurisdiction of incorporation. This detail is part of the registration filing and becomes part of the company record.

For many guarantee companies, especially non-profits and associations, this address is often the office of an adviser, a service address, or an administrative location. Still, accuracy matters because Companies House uses it for official notices.

 

6. Director and Officer Details

A company limited by guarantee in the UK must also submit details of its directors. The registration filing requests officer information, and updated Companies House materials indicate that identity verification details may now be part of the filing framework in some cases, including use of a Companies House personal code after verification.

So, founders should prepare:

• full legal names
• service addresses
• dates of birth where required
• nationality or occupation fields if requested
• identity verification details where applicable

 

This is one area where incomplete information often causes avoidable delays.

 

7. People with Significant Control (PSC) Details

Many new companies also need to provide PSC information, although the exact position depends on the governance structure. If someone meets the legal threshold for significant control, that information may need to be included in the registration process. Companies House registration guidance lists PSC information among the items generally captured during incorporation.

For some guarantee companies, PSC analysis can be less straightforward than in share companies. That is why legal review is often useful when there is a layered membership or control structure. Looking for a Company Registration in UK?

 

Guarantee Company vs Share Company: Document Difference

Point	Limited by Guarantee	Limited by Shares
Ownership model	Members/guarantors	Shareholders
Share capital	No ordinary share capital structure	Yes
Key liability document	Statement of guarantee	Statement of capital
Common use	Non-profits, clubs, associations	Commercial businesses
Member liability	Fixed nominal guarantee amount	Limited to unpaid share amount

This distinction is recognised in GOV.UK guidance, which separates documents for guarantors from those used in share-capital companies. Get details on Company Registration in London.

 

Practical Tips Before Filing

Pack everything in one document before you submit it. Check that company name is identical across the memorandum, articles and application. Second, verify that the guarantee statement contains all of the guarantors and the appropriate amount guaranteed. Third, make sure that your articles of association align with the actual governance model of your organisation. Lastly ensure all officer information and addresses are correct and current. GOV.UK points out that to comply after incorporation, companies need to maintain records and make ongoing filings: the foundation stage is set with compliance for the long-term in mindset.

 

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Final Checklist for Compliance and Registration

Registering a UK company limited by guarantee in the UK is not hard provided the paperwork is completed correctly. Key documents include the memorandum of association, articles of association, statement of guarantee and the incorporation application like Form IN01 (or variant) if you are using an online form. Founders have to submit accurate information for the registered office, directors and other control details, alongside these. This makes the registration process much easier, faster and reliable if these records are accurate from the very start.

 

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