⚡ Flash Sale 20% Discount for New Clients, use code "QUICK20" at Checkout! ⚡
Call our team
+44 (0) 207 566 3939

Compliance & Legal

Useful advice, tips and business news.

June 7, 2024
June 7, 2024

read

Register Your Company and Get a Certificate of Incorporation

Are you looking to register your company? Learn how to get your certificate of incorporation, including the online application and replacement procedure.

🔑 Key Highlights

  • A certificate of incorporation is conclusive evidence that your company has been duly registered with Companies House.
  • You can call Companies House or use their search service to get a hard copy of your certificate.

Certificate of Incorporation Defined

A Certificate of Incorporation proves that your company has been officially registered at Companies House under the Companies Act and is recognised as a legal entity in the UK. It signifies that your business is now separate and distinct from its shareholders and directors, operating independently under the law.

Who needs a certificate of incorporation UK?

A certificate of Incorporation is essential for various entities and individuals registering a company in the UK. Here's a breakdown of who needs one:

  • Entrepreneurs registering a limited company by shares — Whether establishing a public or private company, entrepreneurs seeking to set up a business structure where ownership is divided into shares require a registration certificate. 
  • Individuals establishing charitable organisations — Individuals or groups intending to establish charitable organisations with limited liability protection in the UK that operate under a company limited by guarantee structure also require a certificate. 
  • Partners Forming Limited Liability Partnerships (LLPs) or Limited Partnerships (LPs)—Partners seeking to enjoy limited liability protection can opt to form LLPs or LPs. In both cases, obtaining a certificate of incorporation is necessary to formalise the registration process and establish the legal entity's existence.

The certificate is official proof of the company's legal incorporation and is essential for conducting business activities and fulfilling legal requirements.

Which company details are found in a certificate of incorporation?

Once Companies House has approved your registration application, you will find the following details in an incorporation certificate.

  1. The type of company such as a private or public company, LLP or another legal entity structure.
  2. The registration number uniquely identifies the company and depends on the entity type. For example, a partnership will have a partnership number, while a private limited company will have a company registration number (CRN).
  3. The certificate indicates the official date of incorporation or registration.
  4. The full legal name under which the company is registered is provided in the certificate.
  5. Registrar information may be from Companies House in England and Wales, Companies House Scotland, or Companies House Northern Ireland.
  6. Depending on the jurisdiction, formation jurisdiction may be Cardiff, Edinburgh, or Belfast.
  7. Relevant legislation or laws under which the company is formed provide the legal context for its establishment, e.g., the Companies Act (2006) or the Limited Liability Partnership Act (2000)
CERTIFICATE OF INCORPORATION

Company Name Requirements for a New Company in the UK

When registering a new company in the UK, the name displayed on your certificate of incorporation must adhere to specific criteria set by Companies House. To ensure approval, your company name must meet the following requirements:

  1. Uniqueness — The proposed name must not closely resemble an existing company name, helping to avoid confusion among consumers and stakeholders.
  2. Exclude official terms — Avoid incorporating terms like "Royal" or "Government" to imply an association with any local or national UK government agency, as these terms require official authorisation.
  3. Avoid sensitive words — Exercise caution when using sensitive words like "Chartered" or "Accredited," ensuring proper authorisation is obtained before inclusion.
  4. Appropriateness—The name should be appropriate and not offensive, inappropriate, or likely to cause harm, maintaining professionalism and respectability.
  5. Compliance with legal standards — Ensure the name does not suggest criminal activities contrary to the public interest, adhering to legal standards and ethical principles.

How to Register Your Company With Companies House

Here is what you need to form your company directly with Companies House:

  • Company name — Choose an appropriate name for your company. Ensure it's unique and complies with Companies House regulations.
  • Officer details — Provide information about the company directors and persons with significant control (PSCs), including their names, addresses, and other relevant particulars.
  • A registered office address — The official address for receiving statutory mail. 
  • Memorandum and articles of association—Outline the subscribers' initial commitment to establish a company and rules for internal management, respectively.  
  • Correspondence address for the officers — For receiving statutory letters and legal notices relevant to their role.
  • Share structure — Determine your company's share structure, including the number of shares and their respective values.
  • Standard industrial classification (SIC) code — Identify the appropriate SIC code that best describes your company's primary activities.

Once you have these details ready, you can initiate the registration process. The cost for setting up a limited company directly with Companies House is £12, and the process typically takes around 12 hours to complete.

To begin your company formation journey, visit the following link:

https://www.gov.uk/limited-company-formation/register-your-company

Unlock Free Company Registration with the UK's Premier Company Formations Agent

Say goodbye to complexities and expenses when you incorporate your company with us. At Your Virtual Office London, we offer complimentary company formation services for Limited Liability Partnerships (LLPs) and Limited Companies by Shares (LTD) and Guarantee (LBG). Our approach is centred on ensuring businesses are fully prepared from registration. 

Here's how you can take advantage of our free company formation offer:

  • Obtain privacy addresses – Protect your company officials, including directors, persons with significant control, and shareholders. Maintain confidentiality and protect personal information.
  • Invest in virtual office packages — Our comprehensive virtual office package is designed to provide a professional business address, mail handling services, and more.
  • Choose resident or non-resident formation packages — Choose from our range of resident or non-resident formation packages, which include complimentary UK company setup addresses and secretarial services.

With Your Virtual Office London, you can streamline the company formation process and focus on driving your business forward. Experience hassle-free registrations and comprehensive support every step of the way.

Kickstart your business journey with free Company Formations!

Fulfil all your legal requirements while enjoying the freedom of launching your company with our exclusive offer: free company formations with select company address services.

Further insights on incorporating a company: Register & Thrive: UK Company Formation Made Simple

How to Get Another Certificate if You Lose One

Always keep your certificate of registration in a safe and easily accessible place so you can quickly produce it when needed. 

However, if you lose your original certificate of incorporation. You can get a copy of the certificate online since Companies House service provides free access to company details and filings through the following steps:

  1. Visit the Find and Update company information service at https://find-and-update.company-information.service.gov.uk/ 
  2. Enter your company number or name in the search box.
  3. Select your company from the list.
  4. Click on "Filing history."
  5. Scroll down and choose "View PDF" next to Incorporation (you may need to navigate to older pages).
  6. Download a PDF copy of your certificate.

You can obtain a certified copy of your certificate of incorporation by calling Companies House on 0303 1234 500 and providing the company's CRN. The standard service costs £15.00, while the same-day service costs £50.00. Digital copies can also be requested via email.

How to Get a Certificate of Incorporation Via Companies House Directly

Companies House sends a company’s certificate of incorporation to the company in the following ways:

  • By post — You’ll be sent a certificate of incorporation through the post to the company's registered office address as Companies House approves your application.
  • Digital certificate —You can also download a digital copy of your certificate from the Companies House website by searching for a company and accessing its filing history.
  • Ordering a certified copy—If a company has misplaced its original certificate, it can order a ‘printed certificate of incorporation’ from the Companies House by calling its contact centre. The standard service cost is £15, and the certified copy is delivered within 4 working days.

In summary, Companies House primarily delivers the certificate of incorporation by sending the original printed version to the company's registered office through the post. Companies can also obtain digital or certified copies of the certificate as needed.

How to Get a New Certificate if You Change Your Company Name

After your company is incorporated, tell Companies House when you want to change its name. You'll be issued a Certificate of Incorporation on Change of Name via email, reflecting the new company name while retaining all other details, such as the company registration number and incorporation date, identical to those on the original certificate.

February 14, 2024
April 15, 2024

read

Difference Between Correspondence Address & Residential Address

Looking to register a company? Or appointed to a UK company? Explore the differences between a correspondence address and a residential address

🔑 Key Highlights

  • A company, upon registration, attains a distinct legal identity, necessitating a dedicated correspondence address for directors for legal and official communication.
  • Using a residential address for correspondence or service makes personal information publicly accessible, exposing you to privacy breaches, unsolicited communications, and potential security risks.

In UK company formations, the significance of addresses cannot be overstated. This article explores everything you need to know about a correspondence address, including its importance, benefits, and the process of obtaining one.

What is the legal definition of correspondence address?

Also known as a service address, it is where company officials elect to receive official mail relevant to their role.

Every company official, including —

  • People with significant control
  • Directors
  • Secretary

Are required by law to maintain an address where they’ll receive official communication from agencies like Companies House and HMRC.

Insight

During company formation, directors must provide two addresses: a correspondence address and a residential address. The correspondence address will be disclosed publicly, alongside other company details. However, the residential address remains private unless an individual uses it as their correspondence address.

As you consider getting a correspondence address, please note the following —

  • Your physical presence is not required — No company representative must be at the address.
  • Flexible — You are not required to carry out your business or trading activities at the address, providing the flexibility to select a convenient trading place. 
  • Authorised Acknowledgment — Any designated individual can acknowledge receipt of correspondence on behalf of a company official, streamlining communication processes.

Legal Benefits of a Correspondence Address

Having covered the legal definition of an official correspondence address, here is why it is essential.

  1. Your official post address ties you to a legal jurisdiction — In your role as a company official, your designated address determines the applicable laws and regulations that govern your business and personal affairs associated with your official capacity that will be relevant while assessing your conduct as an officer of your company. 
  2. Provides a privacy cover for security purposes — Since it differs from your residential or business address, it provides privacy protection essential for security purposes. Remember, as a limited company director, your name, nationality, occupation, and service address will be available for public consumption. Therefore, to fulfil your legal obligation to be accessible with a prudent need for confidentiality, consider engaging a director address service
  3. Helps officials enhance their credibility by presenting a professional image — A prestigious central London address creates the impression that officials are seasoned professionals and easily accessible. As such, it enhances the perception of trust and reinforces reliability, contributing significantly to the overall credibility of these officials in their professional capacities.

What is a residential address?

A residence is where you live independently or with your family for at least 183 days a year and is often used for official identification and legal purposes. It connects you to a particular jurisdiction and is usually required for various government processes, legal agreements, and identification documents. 

Legal reasons why a residential address is necessary include —

  • Legal residency requirements — A home address complies with legal residency stipulations requiring a minimum residency period for individuals to enjoy certain rights and obligations. 
  • Taxation — Authorities may use your primary place of residence to determine your tax obligations and eligibility for benefits. For example, if you are a UK resident, you are subject to UK tax on worldwide income and gains. 
  • Legal jurisdiction — Your home address determines the laws and regulations governing your life, including contractual obligations, property rights, and family law matters. 
  • Government services — A valid connection to the UK as a resident determines your eligibility for government services such as education, healthcare, and social services. After the government conducts a census, public planning, budget allocation, and infrastructure development are determined mainly by the number of people living in a particular area and their characteristics.

What is the difference between mailing address and a correspondence address?

The difference between mailing and official addresses depends on the context. In business administration, a correspondence address is where company officials can receive official mail, such as legal notices, government letters, and statutory mail. The address establishes a clear channel for official correspondence to reach the appropriate individuals within the company.

🛈 Quick Reference

A mail address is any place where mail is delivered. It can be a residential location, a business office, a post office box, or any designated place capable of receiving mail. Unlike a correspondence address, which is often selected strategically for official purposes, a post address is a more general term that refers to the physical location where mail can be sent and received.

Can I use a virtual address as a correspondence address?

Yes, and here is why. Despite the term 'virtual,' a virtual address is a tangible, real-world street address. It doesn't imply non-existence but reflects its flexibility and ability to manage or access your correspondence through digital platforms. A virtual address operates physically, providing a genuine location for correspondence needs. The service is inclusive of mail forwarding.

How to Change a Correspondence Address With Companies House

You can change a correspondence address with Companies House online or by post. Log into WebFiling with your email address and password for the online option. 

Alternatively, you can amend the correspondence address of your company officials by post using the following forms —  

FAQs

What is the difference between registered office address and service address?

The main difference between the registered office address and the service address is in their functions and requirements. A registered office address is the official point of contact between the government and the company, while the service address is specific to company officials. Both are required as part of a company formation application with Companies House and are published in the public register. 

What is the difference between a Correspondence Address and a residential Address?

A Correspondence Address is typically designated for receiving official, business-related mail and communication from government agencies.  It serves as a point of contact between the government and the officials of a company. On the other hand, a residential address refers to the place where an individual resides or lives. It is a personal address associated with one's home and is often used for various purposes, including official documentation, personal correspondence, and legal records.

Warning

If you use your residential address as your correspondence or service address with Companies House, it's essential to know that this information will be publicly available. Such exposure may open you up to potential privacy concerns and unsolicited communications.

What's the difference between a correspondence address & a permanent address?

As the name suggests, a residential or permanent address is where you live for at least 183 days a year. On the other hand, a correspondence address does not have to be a habitable space; any location that can handle and receive your mail can be a correspondence address. 

Can I use a correspondence address for both personal and business needs?

Yes. You can use a correspondence address for both personal and business needs. It's important to note that the director's address, referred to as the service address, will be publicly available. To maintain privacy, it's advisable not to use your home address. Nonetheless, you can utilise the same address to receive personal and business-related correspondence.

About Our Service

We often encourage businesses and individuals not to perceive an address as a mere logistical detail. It has far-reaching consequences, and it is prudent to sit down with a solicitor to help you select an address that strategically aligns with you from a legal and operational perspective.

🎁 Exclusive Offer

Please note that you can use our Directors Service Address facility as a correspondence address for any of your Company officials

September 10, 2020
April 5, 2024

read

The Difference Between a Voluntary and Compulsory Strike Off

All you need to know about voluntary and compulsory strike off and how to prevent your company from being removed from the companies house register.

🔑 Key Highlights

  • Strike off is the process of removing a company name from the companies register, after which it ceases to exist.
  • There are two types of strike off - voluntary, initiated by the directors of a solvent company and involuntary initiated by Registrar of Companies against a limited liability company that fails to comply with its legal responsibility
  • The consequences of a compulsory strike off can be adverse including fines, personal liability for business obligations and disqualification from acting as a director of a company.

Let's dive into what happens when you receive a notice from Companies House about your company facing a possible strike-off.

What Is a Compulsory Strike Off?

It is a term used to refer to an action taken by Companies House to remove a company from its register so that it is formally dissolved and ceases to exist. Companies flagged for strike-off are usually not actively trading or consistently fail to meet legal and regulatory responsibilities such as filing accounts or confirmation statements

How does the compulsory strike off process work?  

The Registrar of Companies will mark a company for compulsory liquidation for the following reasons. 

  • Failing to comply with statutory filing requirements — One of the top reasons the Registrar may forcibly strike off a company is failure to comply with filing requirements such as confirmation statements and accounts. Beyond being struck off companies and its directors may face serious consequences, including potential criminal or personal liability charges for non-compliance.
  • Not actively trading and failing to comply with dormant company requirements — If a company is not actively trading and fails to meet the requirements of a dormant company, it exposes itself to the risk of being struck off. 
  • Absence of a director — When a company's sole director resigns or is removed by a shareholder vote, leaving the company without directors, it makes it eligible for strike off.
  • Failure to notify the Registrar about a change in their registered office address — Neglecting to inform the registrar of a change in your registered office address can cause the company to be struck off. 

Warning

The unauthorised Use of a Registered Office Address is strictly prohibited. According to the Companies (Address of Registered Office) Regulations 2016, if any individual or entity submits an RP07 application to change a company's disputed registered office address, the registrar may deem the company unauthorised to use that specific address.

Failure to contest the application or present adequate evidence within 28 days will result in the Registrar changing the business address to the default Companies House address. Continuing to operate with the default address is not permissible (and maybe a basis for being struck-off the register), and immediate action is required to update it to an authorised limited company address.

The default address is published on the public register, and even if a company updates the registered office from the default address, the previous default address will always be publicly available, signalling that the company used an address without permission.

However, if you fulfil all of your legal obligations and have reason to believe that the strike-off notice is unfair, you can send an objection application to Companies House. If your reasons are viable and you provide satisfactory evidence, the process will be discontinued. 

For any company that fulfils any of the above conditions, the Registrar of Companies for England and Wales, Scotland, and Northern Ireland may initiate the process of striking them off the register as follows — 

1. Companies House inquiry

The process starts with Companies House sending letters to inquire about the business's current trading status and giving them 14 days to respond. In the absence of a reply, a follow-up letter with identical inquiry is issued, granting an additional 14 days for a response.

2. Issuance of a first gazette notice for compulsory strike

If the company fails to respond to the second letter of inquiry, Companies House issues a notice published in the Gazette in London, Edinburgh, or Belfast—depending on the geographical location of the company’s registered office. 

The primary purpose of this notice is to declare their intention to strike off the company formally. It serves a dual role: providing management with an opportunity to take corrective measures and allowing creditors (including HMRC or former employees owed) the chance to raise objections. 

Remember, the strike-off implies that the company will cease to exist, preventing creditors from pursuing and collecting outstanding payments.

Insight

When facing insolvency, it is advisable to explore alternative solutions, including a Creditors’ Voluntary Liquidation (CVL), to avoid the negative consequences of an involuntary strike-off. In a CVL, a licensed insolvency practitioner takes charge of winding up the company and liquidating its assets for the benefit of creditors. Additionally, they may guide on potential eligibility for director redundancy payments from HMRC and other associated benefits.

3. Second Gazette Notice

If there is no response to the first notice, a second notice is published, providing a final opportunity for any concerned party to correct or object to the closure.

4. Dissolution and Cessation of Business

If there are no objections and the company officials take no action, the company is removed from the register and ceases to exist.

5. Asset Forfeiture

The Crown may claim assets, such as cash, machinery, or buildings, under the 'bona vacantia' (meaning ownerless goods) principle.

Directors may face an investigation into potential misconduct that led to the strike-off. If wrongdoing is found, it could lead to disqualification and even personal liability for company debts.

What Is Voluntary Strike Off?

According to section 1000 of the Companies Act 2006, a voluntary strike off is a process initiated by company directors to remove the company from the register and essentially close it down. It happens when a company is no longer in active business, and directors are happy for the company to close. 

A business that fulfils the following conditions is eligible for voluntary strike off —

  1. During the three months before the application for voluntary strike-off, the company should not have conducted any business transaction.
  2. The company must have kept its name the same within the last three months.
  3. It should be financially stable and not at risk of liquidation.
  4. There should be no outstanding agreements with creditors, e.g., a Company Voluntary Arrangement (CVA), to avoid unresolved issues hindering the voluntary strike-off.

If the entity meets the above criteria, it must ensure that — 

  • All tax and debt liabilities have been addressed and settled for a clean financial record before closing.
  • The company in question should make its employees redundant and pay their final wages if applicable. HMRC should also be informed that the company is no longer an employer.
  • Business assets should be appropriately distributed among shareholders according to the company's structure and agreements.
  • It filed its final annual accounts and Company Tax Return with HMRC to provide a formal record of the company's last trading period and impending closure. 

In essence, meeting the eligibility criteria for voluntary strike off allows the company to wind down its operations systematically. Ensuring the resolution of financial and employee-related matters, proper asset distribution, and finalising the necessary documents with HMRC contribute to a smooth and legally compliant closure process.

A copy of the strike off application needs to be sent within seven days to the following parties potentially impacted by the liquidation so that they do not object —

  • Members/shareholders
  • Creditors
  • Employees
  • Managers or trustees of any employee pension fund
  • Directors who did not sign the application form

The request for the company's strike-off will be publicised as a notice in the local Gazette if the form has been accurately filed. After two months without objections, the company will officially be off the register. Subsequently, a second notice will be Gazetted to confirm the official closure of the company.

What is the difference between voluntary and involuntary strike off?

Criteria Voluntary Strike Off Involuntary Strike Off

Initiator

Company directors or shareholders using a DS01 form.

Companies House initiates the process

Reasons for the strike off

The company is solvent. Officials take a strategic decision to cease trading and close the company.

The company has failed to meet legal, financial, or regulatory responsibilities.

Publication notice

The registrar will publish a notice of the proposed striking-off in the relevant Gazette to allow interested parties the opportunity to object.

Companies House publishes the first notice, for objections to be raised or for the company to take remedial action.

Assets

The company handles the distribution of assets and settles liabilities before termination.

Company assets, if any, are forfeited to the Crown.

Eligibility

Conditions include no threat of liquidation, not actively trading for the and no recent name change in the last three months.

Failure to meet legal obligations.

Final confirmation Gazette Notice

A final notice is published confirming the closure.

A notice is published by the Registrar confirming the closure.

Outcome

Once the process is completed, the company will be struck off and cease to exist.

The company is dissolved.

Consequences

Generally, smoother closure with minimal legal repercussions.

Serious consequences for the company and its directors. For example, being personally liable for company obligations, fines, disqualification from acting as a company director for two to fifteen years, potential investigation for non-compliance, and even custodial sentences.

How can a company avoid compulsory strike off after receiving a request to strike?

If you want to avoid an involuntary strike-off, send an objection application to the Registrar of Companies as soon as possible. To make and submit it, you’ll need - 

  • To sign in to or create a Companies House account;
  • Details of the company facing the strike off; and
  • Evidence to support the objection, for example, invoices showing the company is still trading or owing a debt. These documents must show the company's full name and be at most six months old. 

Furthermore, the company should ensure that all their annual accounts and confirmation statements are filed on time. If you need extra time to get your filings in order, please communicate with Companies House. 

When can creditors object to a compulsory strike-off?

Creditors and concerned parties, including shareholders, can object to a strike-off after the issuance of the first gazette notice. The gazette notice serves as public notification about the Registrar of companies intent to be strike it off the register.

Why would a company compulsorily be struck off the register?

A company is usually subject to involuntary strike-off from the register when it fails to meet statutory requirements, including the timely submission of accounts and confirmation statements. The directors, shareholders, and external creditors like suppliers and HMRC have a two month window to raise objections against the application. If no objections are presented, the company will be struck-off from the register, leading to its dissolution.

What do I do after Getting the Gazette First Notice for Company Strike Off from Companies House?

Once you receive the first notice, you have two to three months to rectify the situation. Here are steps to consider —

  1. Determine the reason for the strike off — To remedy the situation, address the reason behind the notice, which may involve submitting your filings or proving that you are still operational.
  2. Apply for suspension — If you need more time to remedy the reasons behind the strike-off notice, prepare and lodge a suspension application to Companies House.
  3. Address outstanding issues — Clear any fees and taxes and update your filing requirements to stop the process from proceeding to the next step.

Insight

Once the registrar initiates an involuntary strike-off, it is highly advisable to seek the assistance of a seasoned professional, such as a solicitor or accountant. Their expertise can prove invaluable in navigating the complexities associated with this procedure, increasing the likelihood of a smoother and more successful outcome for your company.

Can I stop a compulsory striking off notice?    

Yes. You can halt a compulsory striking off notice directed at your company by resolving the underlying issues specified in the notice.

You can also apply to object to a company being struck off using a Companies House account if, for instance, it's indebted to you. Have the company details and documentation demonstrating that the company is still actively trading or has outstanding arrears. 

FAQs 

What if my company is insolvent?

If you want to close your company but it is insolvent, do all you can to avoid a compulsory strike-off, which will have negative consequences. Instead, you can opt for —

  • Creditor’s Voluntary Liquidation (CVL), which involves appointing an insolvency practitioner to liquidate assets and distribute them proportionally to outstanding creditors. 
  • Company Voluntary Agreement between the company and its creditors allows it to continue trading under the supervision of an insolvency practitioner and pay its debts over time. 
  • Pre-packed Administration - The company can continue to trade under a pre-packed administration, which entails negotiating a sale of the company's assets before formally entering administration. By doing so, the business can swiftly transition to new ownership, potentially preserving jobs and ongoing operations.

Compulsory strike off consequences - What if I have assets in my company?

In the event of a compulsory strike-off, company assets will not remain under your control, nor will they be distributed according to the company's plans. These assets will be released to the Crown. It's essential to be aware of this consequence, as it emphasizes the importance of promptly addressing the compulsory strike-off notice and considering alternative options to safeguard your company's assets.

What are my options following a request to strike off?

Suppose a third party has forcibly struck your company off the Companies House register. In that case, you have the following options: if you – 

  • Have no outstanding arrears obligations and all assets have been realised simply allow the process to run its course. 
  • Believe the strike off is unjust, or the details are incorrect, you’ll need to prepare and submit a suspension application and engage the registrar for it to be discontinued. 
  •  What to embrace the strike off but have assets and unpaid obligations, best pursue a voluntary liquidation. 

How can I restore a company to the Companies House register?

Depending on the circumstances, there are two main ways to restore a dissolved company: administrative restoration and restoration by a court order. 

1. Administrative restoration 

You can only apply if the — 

  • Person or entity seeking the restoration was a director or shareholder
  • Company was struck off the register and dissolved by the Registrar of Companies within the last 6 years
  • Company was trading at the time it was dissolved

You apply for administrative restoration by sending to the Registrar a — 

if your company had assets, a waiver letter from Bona Vacantia.

If your application has been successful, your company will be restored as soon as the registrar sends you a confirmation letter.

If your application is refused, you might be able to:

2. Court order restoration 

You may be able to apply for a court order to restore a company if you:

  • Did business with them
  • Was an employee
  • They owed you money at the time of the closure
  • Were responsible for their employee pension fund
  • Have shared or competing interest in land
  • Were a shareholder or director when it was dissolved

To apply for a court order restoration in England and Wales, download and fill Form N208.

For assistance in completing Form N208, access guidance notes from the HM Courts and Tribunals service. 

Next, you’ll need to find the company’s registered office and send the completed form to their nearest bankruptcy county court. Contact the Royal Courts of Justice if you need clarification on the appropriate court.

Include the following with the application:

  1. A £280 court fee (cash, postal order, or cheque made payable to ‘HM Courts and Tribunals Service’)
  2. A witness statement incorporating the supporting details specified in section 4 of the Treasury Solicitor’s Guide to company restoration.

In Scotland:

Apply to the Court of Session if the paid-up capital of the company's shares exceeds £120,000.

For other companies, apply to the local sheriff's court. Subsequently, serve a ‘petition to restore’ on the Registrar of Companies in Scotland and any additional entities as directed by the court.

In Northern Ireland:

Submit an ‘originating summons’ to the Royal Courts of Justice using the address below.

Royal Courts of Justice
Chichester Street
Belfast
BT1 3JY

Send a copy to the Registrar of Companies in Northern Ireland and a supportive witness statement.

The Registrar of Companies
Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG

Upon acceptance of the claim, the court will issue an order to restore the company. Forward this order to the Registrar of Companies. Once received, the Registrar will proceed with the restoration of the company.

Consequently, take the following steps to pursue outstanding payments:

  • Obtain a ‘judgment’ from the court, specifying the debt amount, interest, and costs.
  • Issue a statutory demand.

File a winding-up petition.

July 13, 2020
February 15, 2024

read

Your HMRC UTR Number Explained

Everything you need to know about registering for self assessment, applying for a UTR number for your company, or filing tax returns.

🔑 Key Highlights

  • UTR serves as a unique identifier for businesses and individuals, including sole traders.
  • Once assigned, the number remains valid for the lifetime of the individual or business entity.
  • The number provides access to various online services HM Revenue and Customs offers, enabling taxpayers to manage their accounts, submit tax returns, and stay updated on their financial obligations.

What is a Unique Tax Reference Number?

HMRC issues a unique taxpayer reference comprising ten digits (e.g., 0123456789) to all taxpayers, whether they are limited companies, self-employed individuals, or sole traders.

Personal UTR numbers are issued immediately after a self-employed individual files for self-assessment, while UTR numbers are given directly after incorporation. 

Why do I need a UTR Number?

UTR numbers are unique to the holder and, therefore used to identify a person or business for the purpose of taxation. Limited companies use UTR as a reference number when they are -

  • Filing returns to HMRC;
  • Communicating changes in their accounting period;
  • Informing HMRC about changes in their registered details or company structure or
  • Transitioning from active to dormant company.

Individuals on self-assessment use a UTR for reference when communicating to HMRC in the following instances —

  • File a self-assessment tax return online or via post;
  • Work with accountants or other financial advisors;
  • Determine their tax bill and pre-pay taxes;
  • Claim refunds;
  • Track compliance with tax obligations; and
  • Ensure accurate record-keeping for tax-related matters.

The reference number helps HM Revenue and Customs track earnings, calculate their liability, and monitor the fulfilment of tax obligations. 

How to Register for a UTR Number From HMRC as a Self-Employed Sole Trader

You will be issued a UTR number during self-assessment registration or when forming an LTD company. To enroll for self assessment with HMRC online, you’ll need a Government Gateway ID and password. If you do not have a business account, you can create one if you are -

  • Self-employed as a sole trader
  • A business partner, or 
  • You need to pay for any other reason; for example, you earn income from a rental property. 

🛈 Information box

If you’re self-employed, you’ll need to sign up for UTR and Class 2 National Insurance by filling out a CWF1 online form and posting it. Once you register, you’ll get your UTR number by post in 15 days or 21 if you are abroad.

If you’ve joined a registered partnership, print and post from SA401, or create your Government Gateway credentials and do it online.

For any other reason, you’ll need to provide your full name, postal address, telephone number, and UK national insurance number and indicate why you are registering for self-assessment. 

To avoid fines, remember the deadline for when you must file returns. 

However, if you’ve ever registered but have not yet received your UTR number, contact HMRC directly through the self assessment helpline on 0300 200 3310. They will post it to you, and this takes around ten days. 

Take time to memorise your number, just like your National Insurance number, it’s yours for life.

How to find your UTR number online?

If you’ve forgotten your UTR number, there are several ways to retrieve it.

Insight

You can get the number on your personal tax account or the HMRC app, accessible as an iOS App from the App Store or Android App from the Google Play Store using your Government Gateway ID and password to access your details.

Most of your documents from HMRC will show your UTR number; refer to any tax returns letters you receive or forms such as a P60 or P45. Your corporation UTR number will also be printed on your payslip.

See if you can find your UTR number in any of the following resources —

  • Get your registered name and number for a ltd company and request your corporation tax UTR online.
  • Search through your online Self-Assessment account on the HMRC website.
  • Check your “Welcome to Self Assessment letter” (Letter (SA250) sent by HM Revenue & Customs.
  • In your “Corporation Tax Information for New Companies” letter (CT41G) sent by HMRC to the official company address 
  • Any official correspondence, letters, or notices sent to you by HMRC, for instance, notices for tax payments or statements of accounts. 
  • Previous self assessment, company tax returns and other documents. 

However, if you still can’t access previous tax documents (or you want to check your company UTR number), get in touch with HM Revenue & Customs through the self assessment helpline, and they’ll post it to you in 10 working days, or to the registered company address in case of a company utr number.

How do I get a UTR number if I am a Non-Resident?

The law requires non-residents to pay taxes on their UK earnings but not their foreign income. If you are a non-resident, you can apply for UTR through the Government Gateway with the necessary credentials. To get them, you’ll need to have lived in the UK at some point and at least have a National Insurance number (NINO). 

If you do not have NINO, it is possible to register for self-assessment using form SA1, used by those who need to register for UTR number for reasons other than self-employment. As you fill out the PDF, indicate the reason for not providing your NINO. 

Next, you will be asked why you must complete a tax return. Some of your options include if you are - 

  • Receiving annual income from a trust or settlement;
  • Earning an annual income of over £100,000;
  • Getting untaxed income that cannot be collected through your PAYE tax code;
  • Earning Income for Child Benefit purposes of over £50,000, and you or your partner is entitled to receive Child Benefit payments on or after 7 January 2013; and 
  • Required to pay Capital Gains Tax to pay. 

If you have other reasons for completing your returns, you will be required to give the relevant details. 

Once you obtain a UTR number, you can create a Government Gateway account, sign up for HMRC online services, and file self assessment tax returns. 

For a non-resident company or a collective investment vehicle (CIV) that operates in the country or owns UK-based assets such as shares or land, you are liable to pay your company tax using form CT600 corporation tax return. To file your returns, you will need to provide the following details — 

  • Company name (prior names if applicable), registered overseas address, and all contact details.
  • Date of incorporation
  • Name and addresses of directors
  • The date you became liable for company tax 

How do I register for a Company UTR?

To record your company as “active” with HMRC for tax (this must be done within three months of starting any form of business activity or receiving business-related income), you’ll have to provide the following details:

  • Company name and company registration number (CRN);
  • Trading start date (this will determine the start date of your initial corporate tax accounting period);
  • Main address where your business activities are active (this doesn’t have to be your registered office address);
  • Outline your company’s principal activities (your SIC code will be needed here).
  • The date your company accounts will be noted is also known as the “Accounting Reference Date (ARD).” It is the anniversary of the last day of the month of your business formation;
  • Any other information on whether you’ve taken over an existing company/or are part of a group; and 
  • Comprehensive details of all company directors (names, addresses, National Insurance number).

If applicable, any information regarding the appointment of an agent (accountant/tax advisor) who handles your company’s tax-related issues.

How long does it take to get a UTR?

How long it takes to get a UTR depends on your circumstances. 

  • Individuals register for self assessment online and get their UTR number within ten working days. 
  • Non-resident individuals with all the necessary documentation can get their UTR within 21 working days after enrolling for self assessment on the HMRC website. Non-UK resident landlords can register for the Non-resident Landlord (NRL) scheme by calling or writing to HM Revenue and Customs using the following details: 

0300 322 9433

+44 300 322 9433

Open Monday to Friday: 8:30 am to 5 pm and closed on Saturdays, Sundays, and Bank Holidays.

Charities, Savings, and International 1

HM Revenue and Customs

BX9 1AU
United Kingdom

You do not need to include a street name or PO box when writing to this address.

  • For a limited company registered with Companies House, HMRC will automatically get a notification of their formation and send their UTR number within 14 days of incorporation.
  • Non-resident corporations must register for corporate tax within three months of becoming liable to pay UK corporate tax. If the corporation has a Government Gateway User ID, HMRC will send the code online. If not, the company will need to create an account and allow up to 8 weeks to process the registration and get access codes to your overseas address.

I lost my UTR number; what do I do?

For lost UTR, don’t worry. Simply look through your correspondence with HM Revenue & Customers. If you cannot trace it, you can call HMRC on 0300 200 3310 to ask about your number and +44 161 931 9070 for those outside the UK. HMRC cannot give your UTR number over the phone, but they’ll send it to you by post in 10 working days.

What is the difference between a UTR Number and a Tax Code?

A UTR number and tax code are tax-related numbers in the UK but for different purposes. A unique tax reference is a 10-digit number identifying an entity for taxation matters issued by Her Majesty Revenue and Customs (HMRC) to individuals or companies.

On the other hand, a tax code is used to identify employers, pension providers, and taxpayers within the context of withholding tax that combines numbers and letters with a distinct meaning. The numbers in a tax code represent the tax-free income an employee can earn in a year, while the letter reflects the employee's situation and how it affects the employee. Therefore, tax codes are not static (they change every year) and are not unique to individuals, and there are situations where two or more people with similar tax dynamics can have the same code.

Currently, the most common tax code is 1257L, which means you can earn up to £12,570 before HMRC requires you to pay your income tax. The letter L means the employee is entitled to the standard tax-free personal allowance. Other letters, such as M, mean the employee has received a transfer of 10% of your partner’s Personal Allowance.

What is a tax return?

Taxpayers must file annual returns with HMRC by post or online, declaring their income and any other relevant financial details helpful in calculating tax liability and scheduling payments or requesting refunds in case of an overpayment. The form is called self assessment because each individual is responsible for reporting their income.

What are the Self Assessment deadlines?

To not miss a deadline, you first need to know that tax dates do not go according to calendar years and are filed in arrears (for the previous year’s income). For instance, when submitting forms in 2023, you are reporting based on 2022 income.

The present tax year starts from April 6, 2023, to April 5, 2024, shortened as 2023/2024, and HMRC requires that self assessment returns be filed by October 5, 2024, if it was your first time filing. Midnight October 31, 2024, and January 31, 2025, are the deadlines for filing a paper tax return and online filing, respectively. HMRC also requires that you pay taxes you owe by January 31, 2025.

Who needs to file a self assessment Tax Return?

In the UK, most people pay tax at source in the form of PAYE (Pay as You Earn) and are not required to file for self assessment. However, according to HMRC, you must file a self assessment tax return (known as an SA100) if, during the tax year, you were -

  • Self-employed as a ‘sole trader’ and earned more than £1,000 (before taking off anything you can claim tax relief on);
  • A partner in a business partnership, a minister of religion, or a trustee;
  • A resident or non-resident who earned over £2,500 in terms of an untaxed interest, rental income, commission, etc;
  • Earned over £10,000 before tax in savings and investments or have You have an annual income of £100,000 or more before tax;
  • You have capital gains income received by selling or giving away shares or any other relevant asset;
  • Had a total taxable income of above £100,000; and
  • Had to pay the High Income Child Benefit Charge.

If you need clarification on your situation, please write to us at info@capital-office.co.uk, and we will give you all the information necessary to make a sound decision.

How do I file a Self-Assessment Tax Return Online?

You can file online using form SA100 if you are self-employed and must submit returns for reasons such as receiving rental income.

However, to file returns for a —

  • Partnership use the Partnership Tax Return (SA800);
  • Trust or an estate files through the Tax and Estate Tax Return (SA900);
  • Non-resident using the Residence, remittance basis, etc. (Self Assessment SA109);
  • Report  chargeable events, such as the maturity of a life insurance policy, by filing the electronic flat text file specification (previously called magnetic media specifications) — for UK insurers only or the HMRC chargeable events spreadsheet;
  • Minister of religion by supplementary pages SA102M; and 
  • SA103L for Lloyd's underwriters. 

How do I pay my tax bill?

You can pay your self assessment tax bill by 31 January for taxes owed from the previous year through -

  • Online or telephone banking (Faster Payments);
  • Debit or corporate credit card online;
  • Your bank or building society; 
  • Your online bank account;
  • CHAPS or Bacs

Note that HMRC’s banking address is:

Barclays Bank PLC1
Churchill Place
London
United Kingdom
E14 5HP

What are the Self-Assessment Tax Bill Deadlines?

Submitting returns is complex; you must get the timing right to avoid penalties. Note taxation forms are not submitted based on calendar years but tax years and are filed in arrears (for the previous year’s income). For instance, if you are filing returns in 2023, you are filing for 2022 income.

Insight

The present tax year starts from April 6, 2023, to April 5, 2024, shortened as 2023/2024, and HMRC requires that Self-Assessment returns be filed by October 5, 2024, if it was your first time filing. Midnight October 31 and January 31 (the following year) are the deadlines for filing a paper tax return and online filing, respectively. HMRC also requires that you pay taxes you owe by January 31.

How do you apply for a Company UTR number?

When you set up your LTD company, Companies House automatically sends a notification to HMRC to issue you with a Unique Taxpayer Reference (UTR) number.

What is the difference between a Tax Rebate and a Tax Refund?

Both terms refer to an after-tax refund a taxpayer receives after overpaying their tax invoice. The refund (rebate) refers to the sum you receive from the government when your taxes exceed your actual tax liability.

How do I file my first tax return online?

If this is your first time filing a tax return, begin by enlisting for self assessment. Complete the registration process online on the GOV.UK website. Once registered, you will be assigned a Unique Taxpayer Reference (UTR) number.

Next, gather documents such as P60, P45, and any other relevant tax paperwork. With your documents in hand, determine if you can file online or if you ought to use commercial software and follow the appropriate instructions. The deadline for submitting your tax return is midnight on the 31st of January, following the end of the tax year, and you should always expect to receive a confirmation from HMRC that they have received your return.

Any taxes you owe must be paid by midnight on the 31st of January following the end of the tax year. Various payment methods are available, including online, phone, or postal.

Remember, you can contact HMRC for support if you encounter any questions or require assistance with the tax filing process.

December 12, 2016
April 8, 2024

read

Understand the Different Types of Companies Limited by Guarantee

Everything you need to know about a standard company limited by guarantee, including a charity company, a CIO, right-to-manage organisations, and property management entities subtypes of CLG.

🔑 Key Takeaways

  • A company limited by guarantee (CLG) is suitable for charities, social enterprises, or membership organisations who wish to enjoy limited liability protection.
  • Like private limited companies, a CLG is a separate legal entity from its owners; however, unlike an LTD, company profits are reinvested to finance the institution's objective, and members are not shareholders but rather guarantors.
  • The business must comply with both the official Registrar of Companies and the Charity Commission UK requirements.

A company limited by guarantee is a type of limited company in the UK registered to advance the objectives of non-profits such as clubs, charities, societies or any other institution seeking to function under the protection of limited liability.

Insight

There are four main types of companies limited by guarantee —

  • Company Limited by Guarantee — Registered only at Companies House for the benefit of the members without seeking charitable status.
  • Company Limited by Guarantee Charity — Has the option to register with both the Registrar and Charity regulator or solely with the Commission. When registered with both, it becomes a Charity Company. However, if registered only with the Commission alone, it is termed a Charitable Incorporated Organisation (CIO).
  • Company Limited by Guarantee (Property Management) — An institution registered for tenants' benefit, which may also be set up as a company limited by shares.
  • Company Limited by Guarantee (Right to Manage) — Can only be an entity limited by guarantee, which gives leaseholders the right to take over the management of a property from the landlord.

In the next section, we’ll go over each in detail.

Company Limited by Guarantee

As stated, a private company limited by guarantee is registered with Companies House, the official registrar of companies. Unlike a private limited company (ltd), the company does not have shareholders or a framework for raising funds through share capital. However, it has guarantors whose liability is limited to the value of the nominal guarantee they pledge. 

Formation Requirements

  • Company name, subject to the same rules as one limited by shares.  
  • Director and guarantor details, including name, date of birth, nationality, residential address, and service address. Guarantors can be individuals or a corporate body with perpetual succession. 
  • Governing documents, which include articles and memo of association
  • Details of persons with significant control (PSCs), including full name, date of birth, nationality, residential address, service address, nature of control, and three security details for online signature.
  • A registered office address.
  • Bank details.
  • A service address for the initial subscribers, which will appear in the company public register.
  • Standard Industrial Classification (SIC) code that describes the business activity.

Insight

In a standard CLG, the memorandum of association specifies that the members agree to guarantee a certain amount towards the company's debts. The articles outline how the company will be managed and operated, including details on membership, decision-making processes, and financial matters.

Read also: Director Service Address vs Registered Office Address 

Key Features 

  • The company is a legal person separate from its owners.
  • Offers limited liability protection, restricting the liability of the members to the value of the guarantee provided at the point of formation. 
  • Incorporated and regulated by the Registrar, subject to the Companies Acts. 

Company Structure

A company limited by guarantee works through the following structure — 

  • Directors (at least one) — Like a Ltd, members must appoint directors to manage its day-to-day operations. 
  • Committee and powers — Directors can delegate certain responsibilities to sub-committees. 
  • At least one guarantor — Similar to shareholders, they guarantee to pay a certain sum in case of insolvency. 
  • Meetings and voting — The members can attend meetings, vote, appoint, and remove directors. 
  • Company secretary — The CLG may opt to appoint a company secretary who helps the director oversee that the company complies with all statutory requirements. 
  • A service address for the initial subscribers appears in the company public register.
  •  Standard Industrial Classification (SIC) code that describes the business activity.

Filing Requirements

The CLG must file the following documents with the company’s Registrar — 

  • Annual confirmation statements 
  • Annual accounts
  • Report company changes 
  • Accounts and company tax returns for HMRC
  • VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Suitability 

A company limited by guarantee is suitable for membership ventures seeking to pursue non-profit objectives for the benefit of the members under limited liability protection.

Warning

Technically, according to company law, a business limited by guarantee is not a charity but is legally considered a non-profit. Non-profit institutions encompass a wide range of entities that operate for the public benefit without the primary goal of making a profit. A Charity Company, on the other hand, is a specific subset of a non-profit established for philanthropic purposes and must be registered with the Charity Commission to obtain charitable status.

Company Limited by Guarantee Charity

Depending on the registration process, two main types of charity companies are limited by guarantee. These are —

  • A charity company is a CLG registered with the Registrar and the Commission. 
  • Charitable incorporated organisation (CIO), a CLG registered only with the Commission.

Formation Requirements (Charity Company)

Insight

Charity Companies are peculiar, for they have to abide by the regulations of the Companies Act, 2006, as implemented by the Registrar, and the Charities Act 2022, as implemented by the Charity Commission. In the registration process, you first register your company with the Registrar, then incorporate it as a charity with the Commission.

On the side of Companies House registration, the following are the requirements for registering a charity company.

  • To register, it is essential to ensure the charity name is available by searching both the company and charity register. 
  • The directors of the CLG automatically become the trustees of the charity company, and new trustees can also be appointed to add to the number. 
  • Objectives must pass the public benefit test. 
  • Governing Documents, including the articles and memorandum of association.
  • Registered office address and bank details.

Insight

For a charity company, the memorandum of association must clearly state that the company is formed for benevolent purposes, while the articles should outline how the company will be governed, including provisions related to charitable activities, distribution of profits, and compliance with charity regulations.

Key Features

  • The company is a separate legal entity from the trustees and guarantors
  • Liability is limited to the value of charity assets 
  • A charity is answerable to both the Registrar of Companies and the Commission.

Structure 

It works through the following structure — 

  • Trustees who are responsible for running the entity. 
  • Guarantors are members of a company limited by guarantee continue to support the objectives of the venture. 
  • PSCs or beneficial owners who exercise control over the company.

Filing Requirements

The CLG must file the following documents with the company’s registrar — 

  • Annual confirmation statements 
  • Annual accounts
  • Report company changes 
  • Accounts and company tax returns for HMRC
  • VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Read also: Your HMRC UTR Number Explained

Suitability

A charity company is suitable for individuals or entities seeking to implement projects or programs that benefit the public or a target population.

Understanding the Difference Between Companies Limited by Guarantee vs Charity Companies Vs Charitable Incorporated Organisation
Feature Company Limited by Guarantee Charity Company Charitable incorporated organisation (CIO)

Registration process

Registered by Companies House

Incorporated with the Commission after being registered at Companies House.

Registered with just the Charity watchdog for England and Wales.

Registered office address and SIC code

Requires a registered office address, and sic codes must be provided during registration.

Only the address of a contact person is required.

Governance documents

  • Articles of association

  • Memorandum of association

A company constitution that outlines its structure, rules and operations.

Director/Trustee salary

Can pay directors a salary for running the institution on behalf of the owners (members) for their roles and responsibilities.

Trustees or directors are considered volunteers and are not eligible for pay unless otherwise specified in a governing document.

However, such individuals may receive remuneration for services rendered in their professional capacity (and not simply for being a trustee.)

Legal entity

The company becomes a distinct legal person separate from its guarantors.

Incorporated body with a legal status distinct from trustees and members.

Liability

Liability of the guarantors is limited to the amount provided as a guarantee.

Only the charity is liable if the company becomes insolvent. Liability is limited to the assets of the charity.

Structure

A CLG has the following —

  • Directors are responsible for the daily management of the company.

  • Guarantors provide financial backing by providing a nominal amount to cover company debts in case of insolvency.

  • PSCs are the guarantors or directors with the capacity to influence the operations of the company.

Once the CLG is incorporated and gains its charitable status, the following becomes the new structure —

  • The directors transition to become the trustees of the company.

  • The guarantors become members without the responsibility to provide financial backing since liability is now limited to the value of the charity assets.

  • PSCs in the CLG transition to being PSCs in the charity company.

A CIO structure includes —

  • Trustees are responsible for daily management.

  • Members.

Tax benefits

Not automatically eligible for tax benefits

Eligible for tax benefits. For example, the entity can reclaim an additional 25% tax on eligible donations from UK taxpayers in schemes like Gift Aid.

Funding

It relies on funding sources such as membership fees and commercial activities. Can trade to raise funds

Eligible to rely on donations and other revenue streams, including trading, to raise funds.

Can trade, but not allowed to depend solely on trading as a means of raising funds for itself.

However, it can set up a wholly owned and controlled subsidiary for this purpose.

Profit distribution

Profits are reinvested to support the objectives of the company.

Profits and assets cannot be distributed to members but are reinvested to support the charity objectives of the company.

Filing requirements

The Registrar's filing requirements

  • Confirmation statements

  • Annual returns

  • Financial statements

If the commission has incorporated a CLG, it can also file —

  • An audit exemption report if eligible.

The regulatory burden of the CIO is simpler and lighter than that of a charity company. They are only required to file the above-listed items with the commission.

Objects

Objects must align with the company’s mission.

Objects must be philanthropic and beneficial to the public.

Compliance requirements

Must comply with the company registrar's requirements

Must comply with both the Registrar's and the Commission’s requirements.

Must only comply with the Commission’s requirements.

Suitability

Established for the benefit of its members

Established the benefit of the public.

Difference between a Private Company Limited by Shares and a Company Limited by Guarantee

One of the key differences between a private LTD and a guarantee company is how the two legal structures treat profits. In a limited company, shareholders can opt to distribute profits to its members as dividends or reinvest them back into the company. 

But, a company limited by guarantee is by nature a not-for-profit entity and the guarantors can only reinvest profits back into the business to finance their objectives but not withdraw as profits.

Insight

The law does not explicitly require a CLG to not distribute profits. However, if your intention is to share profits, registering an ordinary private company limited by shares will make more sense.

Company Limited by Shares (LTD) Vs. Company Limited by Guarantee (CLG)
Difference LTD CLG

Objectives

Established for the profit of the shareholders.

Established to advance the objectives of membership organisations such as a co-operative or sports clubs.

Legal structure

Shares in the company represent the degree of ownership.

Guarantors do not own shares or the company but provide financial backing in case of insolvency.

Profit

Withdraws profit as dividends for the benefit of owners.

A CLG cannot withdraw profits from the business for the owner's benefit but must reinvest them to finance the entity's objectives.

Liability

Limited to the value of shares held, whether paid or unpaid.

Limited to the value guaranteed.

Share capital

Company issues shares to shareholders.

In a statement of guarantee, each member agrees to pay a certain amount.

Conversion to a Charity

There is no legal process for converting an LTD into a charity.

A CLG can attain full charity status by being incorporated with the charity commission.

Management

Governed by directors who may or may not be shareholders.

Governed by directors who may or may not be guarantors.

Membership changes

Shares can be transferred between shareholders, subject to restrictions in the articles.

No shares to transfer; membership changes are by resolution and recorded in the register of members.

Distribution of assets during liquidation

Surplus assets are distributed to shareholders in proportion to their shareholdings.

Surplus assets are distributed to other non-profit entities with similar objects.

Yet, with the above differences, the two structures have the following similarities — 

  • Offer limited liability protection to the owners in case of insolvency. They will only be responsible for paying company debts up to the value of shares or guarantee.
  • Registered and some of their pertinent details such as registered address, director information, shareholder and guarantor details, and filings are available in the companies register for public scrutiny. 
  • Are required to have one director, secretary (for public limited companies though optional for ltds and CLGs) and members (who act as shareholders and guarantors.)
  • Established by a memorandum of association, signed by all the initial subscribers agreeing to start the business, and the articles outlining rights, responsibilities, and how the business will manage its operations. 
  • Require registered office address, director service address, and company name found to be available by searching the register.
  • Have similar routes for dissolution, which can either be by voluntary strike-off, Members' Voluntary Liquidation (MVL) (for solvent companies), Creditors' Voluntary Liquidation (CVL) and compulsory Liquidation (for insolvent businesses).  

For the most part, the same rules and regulations apply to companies limited by guarantee as to companies with a share capital.

See also: The Difference Between a Voluntary and Compulsory Strike Off

5 things to know company limited by guarantee

What is the process of forming a company limited by Guarantee?

Registering a company limited by guarantee requires the following — 

  • A company name: Use the uk company public register of companies to find the available and suitable name for your venture. 
  • Registered office and director service address for directors, shareholders and guarantors. 
  • Determine your SIC code aligned to the intended activities of your venture
  • A limited company by guarantee must have at least one director and guarantor. 
  • Statement of guarantee indicating the circumstances during which each subscriber will pay the typically £1 nominal guarantee amount. 

Can guarantors take a share of the profits?

No. Guarantors cannot take out a share of profits because the business structure is designed for non-profit ventures. In case there is surplus income, the entity is expected to reinvest the surplus back into the business. If the members ever decide to take out profits, the company will no longer be considered non-profit and will not be able to apply for charity status. 

What is the difference between a shareholder and a guarantor?

What sets apart a shareholder from a guarantor is their role and expectations within different types of companies. Shareholders are associated with limited companies, whereas guarantors are found in companies limited by guarantee.

Shareholders hold ownership in LTDs and anticipate receiving dividends as returns on their investments. They have a stake in the profits and losses of the company based on the number of shares they hold.

On the flip side, guarantors are connected to companies limited by guarantee. Guarantors are not typically interested in profit-sharing or dividend distributions like shareholders; instead, they serve as a financial backup in case of financial difficulties for the company.

Why set up a limited company by guarantee?

Some of the reasons why members may opt to set up as a CLG include — 

  • Personal liability protection — By forming a CLG, the liability of the company’s members is limited to the amount they agree to guarantee in the event of insolvency, protecting personal assets from being used to settle company obligations.
  • To pursue objectives that benefit society — The enterprise is able to operate as a legal unit while focusing on its core objectives without the pressure of maximizing profits for shareholders.
  • Credibility — Being registered as a limited company can enhance the credibility and reputation of the organisation. It signifies a formal and transparent structure, which can be appealing to stakeholders, donors, and partners.
  • Perpetual succession — It offers perpetual succession, meaning it can continue its existence regardless of changes in membership, a feature crucial for organizations with long-term goals and commitments.

Overall, the decision to incorporate a company limited by guarantee should depend on the specific goals, activities, and interests of the subscribers. If you are doubting if this is a viable option for you, please call us at +44(0) 207 689 7888 or email info@yourcompanyformations.co.uk for a free, no-obligation consultation.

Can a Company Limited by Guarantee Lose Its Charitable Status?

Technically, a CLG does not have charitable status, since it's only acquired after the non-profit is incorporated by the Charity Commission and transforms into a charity company. However, it may lose its right to incorporate into a charity if — 

  • Members take out surplus profits as personal income;
  • If profits are distributed to members as a form of dividend payment.

If the company has already incorporated into a charity, it will lose its status if it takes any of the above actions or fails to — 

  • Adhere to its governing documents particularly pursuing its objectives.
  • Comply with regulatory requirements such as filing confirmation statements and reports to the commission or the registrar of companies. 

Can guarantors take a share as evidence of ownership?

No. A company limited by guarantee must not and cannot issue shares. The guarantors' evidence of ownership is found in the statement of guarantee, where they pledge to provide a nominal amount in case of insolvency. 

The company’s memorandum of association that lists the subscriber agreement to form the venture also serves as proof of ownership. However, there is no stake given in terms of shares. 

Is an article of association relevant to the formation of a not-for-profit company?

Yes, it is a compulsory governing document for uk non-profit company. It documents how the subscribers intend to manage the enterprise. It contains the following information —

  • Directors powers, responsibility and scope for decision making;
  • Process of obtaining membership and resigning
  • Meetings
  • Voting procedures
  • Administrative arrangements

See also: Memorandum and articles of association 101

Guarantee companies vs companies with share capital

A CLG is like an ordinary private company limited by shares. However, unlike LTDs, a non-profit has no shares or shareholders and reinvests surplus income to enable the company to run its day-to-day activities. Yet, both entities are required by law to file accounts at the Companies Registration Office and submit annual returns. The CLG is set up for certain objects for the benefit of its members while an LTD is established primarily for profit-making purposes and to provide returns to its shareholders.

Can limited by guarantee companies have persons with significant control?

Yes. A CLG can have PSCs who exercise ultimate control over the company. Despite the unique structure of CLGs without shareholders or capital in the traditional sense, individuals within the organization can still qualify as PSCs if they meet the criteria outlined in the Companies Act 2006. 

An individual or company who fulfils one or more of the following conditions qualifies as a PSC - 

  • Directly or indirectly holds more than 25% of the voting rights.
  • Directly or indirectly holds the right to appoint or remove a majority of directors.
  • Otherwise has the right to exercise significant influence and control.

Company name requirements for guarantee companies

CLG naming requirements are the same as the business name requirements for private limited companies. Your CLG name must not — 

  • Be too similar or identical to an existing corporation name;
  • Imply any connection with the UK government, local authority or any agency;
  • Include sensitive words like “Charity” without the appropriate permission;
  • Be offensive, inappropriate or likely to cause harm; and
  • Suggest criminal activity or be contrary to public interest.

What is the difference between a Charitable Incorporated Organisation (CIO), a Community Interest Company (CIC) and a Company Limited by Guarantee (CLG)?

The main difference between a CIO and a CIC lies in their legal structure and statutory oversight as explained in the table below.

Charitable Incorporated Organisation (CIO) vs Company Limited by Guarantee (CLG) Vs Community Interest Company (CIC)
Difference CIO CIC CLG

Regulation

Regulated by the Charity Commission according to the provisions of the Charities Act 2022.

Regulated by the CIC regulator according to company law.

Regulated by Companies House according to the company law.

Legal structure

It's a charity, making it a better vehicle for fundraising and enjoys a robust range of tax relief benefits.

Can be a company limited by shares or guarantee

It is a company limited by guarantee.

Governing documents

Governed by a constitution which includes a memo and articles of association

An article and memo of association.

Objects

Can only contain philanthropic objectives according to the provisions of the Charity.

May pursue a wider scope of social aims than CIOs.

Can pursue social aims or revenue generation aims.

Directors/Trustee Salaries

Unless otherwise specified in their governing documents, trustees are considered volunteers and may not receive salaries for their roles as trustees. However, they may receive fair market value remuneration for services rendered to their institution in their professional capacity.

Directors receive salaries for managing the business on behalf of the members.

Asset lock principle

Must include an asset lock provision in their articles, that prevents assets or surplus income from being used for private gain apart from the objects of the company. If solvent during dissolution, and subject to the consent of the regulator, surplus assets can be transferred to another asset locked body.

Does not have a statutory requirement to observe the principle but can include a provision with a similar outcome in its articles.

Trading

Can trade but is not allowed to rely on trading as a primary source of funding.

Can trade and generate income like a private company.

Allowed to trade and rely on trading income as primary source of funding.

Tax benefits

Enjoys multiple tax concessions including —

  • No tax on primary purpose trading, capital gains and investment.

  • Automatic 80% relief from business rates

  • No inheritance tax on legacies

Taxed as a commercial company with little to no concessions.

May not have the same tax advantages as charities but may access rate deductions for voluntary institutions at the discretion of their local authority.

July 10, 2014
February 15, 2024

read

Directors Service Address Vs. Registered Office Address Service

Are you seeking to register your company in the UK? Get the latest insights for successful UK company formation with Companies House.

🔑 Key Highlights

  • During company formations, there are two primary addresses that you will need to provide to Companies House: the director's service address and the registered office address.
  • All companies must provide a registered email address under the new Economic Crime and Corporate Transparency Act. Companies House will use this email address to communicate with the company – it will not be available to the public.

As the name suggests, the director service address is provided by the individual directors, while the registered office address represents the official correspondence address of the company.

What Is a director's service address?

It is the address government agencies will use to send statutory correspondence relevant to the role of the director. Official letters from HMRC, Companies House, courts, the Office of National Statistics, and other agencies will be sent to this address.

Every director needs to provide this information during company formation or at the time of appointment. The address can be residential or commercial, but remember that Companies House will display it in the public register. We always recommend using a non-residential address to protect an individual's privacy.

Insight

Unlike the registered address, the director's service address can be a full postal address anywhere in the world.

What Is a registered office address?

Statutory letters in the company name will be sent to the registered office address. Please note that starting March 2024, owing to the Economic Crime and Corporate Transparency Act, which became law in October 2023, a registered office address must be a physical address, not a P.O. Box.

Insight

You must have a registered office address before starting the company formation process. It must be in the same country your company is registered in; for example, a company registered in Scotland must present a registered office address in Scotland.

In addition to the office address, the Act also requires all companies to provide a registered email address. Companies House will use this email address to communicate with the company, and it will not be available to the public.  

Starting 4 March 2024, newly incorporated companies must provide a registered email address during the incorporation process. For existing companies, the requirement applies when filing their subsequent confirmation statement, beginning from a statement date on or after 5 March 2024

Can I use my home address as my director service address?

Yes. Technically, you can use your home address as your director service address. However, since this information will be publicly available on the Companies House register, it's essential to consider the implications. Using your home address may impact your privacy and expose personal details to the public. 

Opting for a separate director service address, such as the one provided by Your Virtual Office London, ensures a professional image, safeguards your privacy, and complies with regulatory requirements. Our solution allows you to maintain a level of separation between your personal and professional identity.

Can I use a virtual office address as my director's address?

Yes, using a virtual office address as your director's address is common and legal. You get to present a professional image for your business and streamline statutory communication, as the virtual office can handle mail and other communications on your behalf.

🎁 Exclusive Offer

Elevate your business with our prestigious virtual business address in central London, which includes free company formation.

What is the difference between a registered office, business address, and service address?

The terms "registered office," "business address," and "service address" refer to different addresses associated with a company, each serving a distinct purpose. Here's a breakdown of their differences —

Registered Office Address

Also known as the legal correspondence address, it is the official address of a company or LLP used for legal and official correspondence, and with the appropriate permissions, you can use either a residential or non-residential address. Government agencies, regulatory bodies, and the public send statutory letters and official documents to this address. Such correspondence may include—

  • Official documentation regarding changes in company structure or details;
  • Official company documentation from Companies House;
  • Legal updates, notices and summons;
  • Compliance information and reminders;
  • Correspondence from HMRC; OR
  • Important notifications related to the company.

The law requires that companies maintain a registered office address, which must be a physical location in the country where the company is registered.

Business Address

Also known as a trading address, it is the general address associated with the company, used for general business correspondence from customers, clients, and suppliers. It can be a physical location or a virtual office. Unlike the registered address, you are not required to observe the exact legal requirements. There is no legal definition for a business or trading address. 

Service Address

Also known as the director address, it is the official address of company directors, secretaries, and other officers registered with Companies House. It is used for official communication related to the individual's role in the company.

Similar to the registered office address, having a service address is a legal requirement. It helps protect the personal information of limited company officers.

What is the difference between a home and a correspondence address?

The terms "home address" and "correspondence address" refer to different addresses associated with individuals and serve distinct purposes. The home address is the residential address where an individual resides. It is primarily used to identify the location of an individual's residence and is associated with personal matters.

The home address is used for various purposes, including personal mail and official documents, and as a point of contact for personal matters.

On the other hand, a correspondence address is designated by an individual for receiving official correspondence. Individuals may get a correspondence address if they prefer to receive certain types of mail or communications at a location other than their home address.

In a hurry and just want some advice?

Our friendly team are on hand to help, get in touch today

Call us at

+44 (0) 207 566 3939

Email us at

info@capital-office.co.uk

×