Private company limited by guarantee
A company with no share capital. Each member guarantees a fixed amount, usually £1, payable if the company is wound up.
- Entiva fee to form
- $59
- Government fees to form
- £152
- Run plan
- $49 a month
- Steps to form
- 13
- Ongoing filings
- 10
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Act 2006.
Who it suits
- Charities, clubs and trade associations.
- Residents' management companies and not-for-profits.
- Organisations where members guarantee a sum instead of holding shares.
Key facts
- Liability
- Members guarantee a fixed amount, usually £1
- Share capital
- None
- Law
- Companies Act 2006
- Registered in
- England and Wales, Scotland or Northern Ireland
- Directors
- At least one individual aged 16 or over
- Company secretary
- Optional
- Name
- May drop 'Limited' if section 60 conditions are met
- Confirmation statement
- Every 12 months
What the law requires.
7 rules, each in plain words.
The same office, email and identity rules as a company with shares
That covers the registered office, registered email, lawful purpose statement, identity verification and register rules.
A registered office at an appropriate address
Since 4 March 2024 it cannot be a PO box and must be in the part of the UK where the company is registered.
A registered email address
It is given to Companies House and is not made public.
Identity verification for every director
Since 18 November 2025 each new director verifies their identity and gives their Companies House personal code.
A statement of guarantee
The application includes it in place of a statement of capital.
Paper filing to leave 'Limited' out of the name
A company that does not want 'Limited' in its name must register by post.
Charity regulator registration for charitable companies
Charitable companies must also register with the relevant charity regulator.
How Entiva forms it.
13 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
13 steps- 1Check the name is availableOnly if needed
If the name will leave out 'Limited', the section 60 exemption applies and the company files on paper.
- 2Verify each director's identity
Directors are verified before incorporation.
- 3Choose the articles of association
The guarantee articles set the guarantee amount.
- 4Claim the exemption from using 'Limited'Only if needed
Only if the name will leave out 'Limited'. The section 60 conditions need non-profit objects.
- 5Incorporate the company at Companies House
The application carries a statement of guarantee in place of a statement of capital.
- 6Set up the register of members
The guarantor members are recorded.
- 7Notify where the company records are keptOnly if needed
Optional. Only if records are kept at a single alternative inspection location (SAIL).
- 8Set up the accounting records
- 9Register for Corporation Tax
Within 3 months of becoming chargeable.
- 10Register as an employer for PAYEOnly if needed
Only if the company employs staff.
- 11Register for VAT
Compulsory over £90,000 of taxable turnover. Voluntary earlier.
- 12Pay the data protection fee
Paid to the Information Commissioner's Office (ICO) before processing personal data, unless exempt.
- 13Set up handling of statutory postOnly if needed
Optional. Sets how post at the registered office or service address is handled.
Documents
8- Memorandum of association (prescribed form)
- Articles of association
- Statement of guarantee
- Statement of proposed officers with consent to act
- Statement of initial significant control
- Statement of compliance (Companies Act 2006, section 13)
- Certificate of incorporation
- NE01 statement, if 'Limited' is left out of the name
Who takes part
6- Every director verifies their identity with Companies House
- A company acting as director or secretary is checked, with the people who own it
- A company secretary is optional and has their identity checked
- Each person with significant control gives a personal code within 14 days
- Founding members with 25% or less and no other control are recorded and screened
- Anyone owning or controlling over 25% gives ID and proof of address
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
10 filings- File the confirmation statement
Within 14 days after the end of each 12-month review period
- File the annual accounts
9 months after the accounting year end. First accounts: 21 months after incorporation
- File the Company Tax Return
12 months after the end of the accounting period
- Pay Corporation Tax
9 months and 1 day after the accounting period ends
- Verify existing people with significant control
In each existing PSC's birth-month or confirmation-date window, until about 18 Nov 2026
- Pay the data protection fee
Every 12 months, on the renewal date the ICO sets
- File the workplace pension declaration
Within 5 months of duties starting, and within 5 months of each re-enrolment
- Report and publish the gender pay gap
By 4 April each year, with 250 or more employees
- Keep the accounting records
At least 3 years for the Companies Act. HMRC requires 6 years
- File dormant company accounts
While dormant: 9 months after the accounting year end
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Record a director's or secretary's resignation
- Change the registered office
- Admit a member or record one leaving
- Create a new class of members
- Change the company name
- Amend the articles of association
- Appoint an auditor
- Add a person with significant control
- Convert to a community interest company
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary strike-off
For a company that has not traded in the last 3 months and faces no threat of liquidation.
- 1
Cancel the VAT registration
- 2
Close the PAYE scheme
- 3
Apply to strike the company off the register
- 4
Withdraw the application if the position changes
Members' voluntary liquidation
For a solvent company. Any surplus follows the articles, typically to a similar non-profit and not to members.
- 1
Start the members' voluntary liquidation
- 2
File the liquidator's annual progress report
- 3
Make the final account and dissolve the company
Creditors' voluntary liquidation
For an insolvent company. The members' guarantees can be called.
- 1
Start the creditors' voluntary liquidation
- 2
Make the final account and dissolve the company
Compulsory liquidation
When the court makes a winding-up order.
- 1
Petition the court to wind up the company
- 2
The court makes a winding-up order and the winding up is concluded
Restoration
For a dissolved company that needs reviving, within 6 years of dissolution.
- 1
Apply to restore the company to the register
- 2
Apply to the court to restore the company
- 3
Deliver the court order to Companies House
What Entiva does for you.
From the first filing to the last.
Private company limited by guarantee
- Prepares the incorporation documents, including the statement of guarantee, and files them.Formation
- Verifies each director's identity and obtains their Companies House personal code.People
- Files the section 60 statement (NE01) to leave 'Limited' out of the name.Changes
- Files the confirmation statement within 14 days of each review period.Ongoing
- Files the annual accounts once the board has approved them and a director has signed.Ongoing
- Files the Company Tax Return (CT600) with HMRC after an officer approves it.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$59one-off
- Government fees
- £152
Steps marked only if needed are not counted.
Closing it
From $129
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in the UK
- File the confirmation statement
- File the annual accounts
- File the Company Tax Return
- Verify existing people with significant control
- Keep the accounting records
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Pay the data protection fee
- File the workplace pension declaration
- Report and publish the gender pay gap
- Convert to a community interest company
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $59, one-off. Government fees are passed through at cost.
£100 software, £156 same-day, £124 paper.
The registration threshold is £90,000.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Excludes steps marked only if needed.
Every year
The Run plan costs $49 a month ($588 a year).
£50 online or software, £110 paper.
CICs pay £15 for the CIC34 report, shown as a separate line in government_fees[].
Late filing penalties: 200 GBP at 1 day, another 200 GBP at 3 months, then 10% of unpaid tax at 6 and 12 months; 1,000 GBP each if late three times in a row.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Changes
Routine changes are included in the Run plan.
£20 online or software; £85 for same-day service; £30 on paper.
Closing it
Closing is a fixed-fee project, quoted before it starts.
The Gazette 2026 price list: £96.55 plus VAT per corporate insolvency notice placed by webform, XML or template. A CVL normally needs two notices, about £193.10 plus VAT.
Gazette notice extra: £96.55 plus VAT via webform.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
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