Your wealth deserves a British home.
A company limited by guarantee holds your property, your stake in your own company or your portfolio the way a foundation would, and runs like any ordinary limited company. No shares anyone could seize or inherit, no notary, no share capital, usually registered within 24 hours.
| Legal form | Company limited by guarantee under the Companies Act 2006 |
| Shares and share capital | none |
| Who stands behind it | members instead of shareholders, from a single member who can also be the only director |
| Members' liability | the guaranteed amount only, for example £1 |
| Registration | online, no notary, usually within 24 hours |
| What it can hold | property, shares in your companies, investment portfolios |
| As of | November 2026 |
Members instead of shareholders: why it works like a foundation
An ordinary limited company belongs to its shareholders through their shares, and shares can be sold, pledged and inherited. A company limited by guarantee has none. UK law does not even allow one to be formed with a share capital or to divide its undertaking into shares.
In their place stand members. Each member only promises to contribute a fixed sum if the company is wound up, often a single pound. Membership is not transferable and ends on death, so it never passes to your heirs. New members are admitted by the directors.
The assets sit in the company, and the company carries on while members come and go. That is exactly what you want from a foundation, without foundation law and without minimum capital: a company run like every other limited company.
A fraction of the effort of a foundation
A Liechtenstein foundation only comes into being with at least 30,000 Swiss francs of capital. A company limited by guarantee needs no capital and no notary.
It is formed online at Companies House. The memorandum is created during registration, alongside the articles and the statement of guarantee setting out each member's guaranteed amount. Your company is usually on the register within 24 hours, at a fraction of what a Liechtenstein foundation costs.
What your company can hold
Its objects are unrestricted unless its articles say otherwise. It can own property, hold an investment portfolio or become the shareholder of your trading company at home.
It fits when your assets should stay together and stay in order beyond your own lifetime. If you want to bundle several shareholdings and pay out dividends, the UK holding company is the better form. And if you want to trade in the UK, start with UK Company Setup.
How your assets get into the company
There are two routes. You sell the company what it should hold, at a price that stands up to an arm's length comparison. Or you give it. A sale at market value is no gift; a gift is something your home tax authority will look at closely.
Property and company shares move under the formalities of the country where they sit. Which route suits your assets is something we settle before the transfer, in your UK Tax Consult.
How money flows back to you
Without shares there are no dividends, because a company pays dividends to its shareholders. Profits therefore usually stay in the company and keep working there.
When you need money from the structure, it flows as salary or fees for your work as a director. The articles allow directors to be paid for their services. To pay a salary, the company registers with HMRC as an employer.
Day to day it runs like any limited company: Corporation Tax of 19 to 25 per cent on its profits, annual accounts for Companies House, a tax return for HMRC.
How your company comes together
From your order to a registered company, in four steps.
- 1
1. Order
You give us the name, the members and the directors. We agree the guaranteed amount with you, usually one pound.
- 2
2. Verify your identity
Every director and every member with significant control verifies their identity online with Companies House, from any country.
- 3
3. Registration
Companies House usually registers the company within 24 hours. You receive the certificate of incorporation, articles and statement of guarantee as PDFs, and the HMRC registration follows.
- 4
4. Running it
Registered office, official mail by email, confirmation statement and deadlines are covered in year one. From the second year everything continues in the service package.
A bank account for your company
A bank account is not part of the package, because the bank decides whom it takes on. The routes open to your company, from a UK bank to an e-money account, are under Banking.
Frequently asked questions
Is a company limited by guarantee a foundation?
Legally, no. It is a British company on the register like any limited company. It works like a foundation because there are no shares and the assets stay with the company. That does not make it a charity: it pays Corporation Tax like any limited company.
Can I be the only member and the only director?
Yes. A single member who is also the only director is enough.
What happens to my membership when I die?
It ends. The company and its assets carry on, and the directors admit new members. Who becomes member and director after you belongs in the plan from day one.
Is the company anonymous on the register?
No. Anyone with more than 25 per cent of the voting rights is listed as a person with significant control (PSC) on the public register, and directors and PSCs verify their identity with Companies House.
Where does the company pay tax?
As a British company, in the UK, with Corporation Tax of 19 to 25 per cent. If it is in fact run from your home country, the tax treaty between the UK and that country decides where it is resident: older treaties look to the place of effective management, newer ones often leave it to the two tax authorities.
Does a gift to the company cost gift tax at home?
It can. A gift of assets to the company may trigger gift tax and a reporting duty in your country of residence; check both there before the transfer. A sale at market value is not a gift.
Do I have to report the company at home?
Many countries ask residents to declare companies they control abroad, usually with the tax return. Check the rules of your country of residence before you set it up.
Order Company Limited by Guarantee now
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