Friday 16 April 2021

Who owns a company limited by guarantee

Who owns a private limited company? Who runs a company limited by guarantee? Can a company own a company limited by guarantee? What is a guarantor of a limited company?


Guarantors do not have any shares in the company an generally, they do not take any of the profits.

The owners of a company limited by shares are known as ‘shareholders’ because they each own at least one share in the company. In British, Irish and Australian company law, a company limited by guarantee (CLG) is a type of corporation used primarily (but not exclusively) for non-profit organisations that require legal personality. Companies have members who are essentially the owners of the company.


In a limited company, the liability of the members is limited to a set amount. So if the company becomes insolvent the members cannot be forced to pay all the debts. An unincorporated association has been defined as existing:.


A company limited by guarantee is owned by its members (guarantors) and no shareholders are required. To become a guarantor, a specific amount of money to the company must be agreed.

It is registered at Companies House, must register its accounts and an annual return each year, and has directors. A major difference is that it does not have a share capital or any shareholders, but members who control it. Instea it has guarantors – popularly called ‘members ’ – whose personal liability is limited to the guarantee amount they agree to contribute towards the debts of the company. Such a company is always a private limited company, but it could be either limited by shares or by guarantee, with either type working perfectly well. It gives him or her ownership, albeit indirectly.


I have a client who is sole guarantor of a company limited by guarantee that he set up over twenty years ago. It has never made profits but owns a trade mark and someone is interested in buying the company for the trade mark. A limited company is a company ‘ limited by shares’ or ‘ limited by guarantee ’. Limited by shares companies are usually businesses that make a profit. Your charitable companies will have to be limited by guarantees rather than shares when you register.


Select ‘private company limited by guarantee’ on the form. Trustees have limited or no. The main difference is a company limited by guarantee does no have any shareholders or have a share capital.


Any profit made by the company is re-used for the good of the business. This amount will ‘limit’ their liability. In either case, a company limited by guarantee is set up with special charitable articles, and is registered both at Companies House (as a company ) and with the Charity Commission as a charity in its own right.

Corporation tax filing deadlines and covid19. This means you can incorporate a company limited by guarantee on your own. Two common entities used for not-for-profit or community orientated organisations are the company limited by guarantee and the community interest company (“CIC”).


As the names suggest both types of entity are limited companies (a CIC is a special type of company and may be either a company limited by guarantee or a company limited by shares). The only significant difference between them is that a company limited by shares has a share capital, owned by its shareholders and a company limited by guarantee does not, but is controlled by its shareholders. I am preparing accounts for a company mistakenly set up as limited by guarantee instead of limited by shares. I am confused as to who actually owns this type of limited company , is it the guarantors, trutees and as it has no shares or share value, how can its business value be established. The constitution of a company limited by guarantee usually governs the rights and responsibilities of members and directors of the company.


A constitution works as a contract between, among others, the company and its members and the company and its directors. It is enforceable through private action taken by the parties to the constitution. MsStery UKBF Newcomer Free Member.


A bit of a weird one. Covering costs, am paying myself ( a little) as a freelance youth provider. The company structure is limited by guarantee.

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