Forming A Private Company Limited By Guarantee - What You Need To Decide

This page contains a checklist of matters to be decided when we form your guarantee company. Under most questions there is an explanation in italics to assist you and a choice of alternatives, from which you should select the appropriate alternative by deleting the one you do not require and/or filling in any details that are required.

There are very different pages for forming private companies limited by shares or forming public limited companies.

We have written a version of this page that you can print, complete by hand and fax back to us on (01455) 615088. We will then give you a competitive quote for forming your company, which will include all basic company formation costs.  Click HERE for the printable version.

Since guarantee companies are so unique, in common with other firms of solicitors and company formation agencies, we only form new guarantee companies, and do not hold ready-made guarantee companies ready to purchase.

We will proceed to form your company as soon as you confirm our quote is acceptable.


1. In case any queries arise during the formation of your company, please let us know:

Your full name (in the case of organisations please give a contact name in addition):

The best telephone number to reach you during business hours: (_______________________________ )

The address at which we should write to you:

 

 

 

2. What would you like the company to be called and do you wish to omit the word ‘limited’ from the end of the company name?

You can only omit the word ‘limited’ in certain circumstances. Please see the explanation. We will check that the name you want can be registered and that it is available, but if you also want to check whether your proposed company name conflicts with any registered trade marks, an additional fee would be payable, which we would need to discuss.

Name of company:                                                                                                              [Limited]

What is the company going to do/ what are the aims it is promoting, and are these charitable?

Please provide as much detail as possible as we will use this information to draft the company’s Memorandum of Association (basically, a list of the reasons the company was formed and what it can do). If the company is to be a registered charity, please give as much detail as possible; including an explanation of who will carry out the registration and when.

 

 

 

4. Who is the company secretary to be, and what is his/ her address?

Where there is only one director, the company secretary cannot be the same person as the director. If the secretary is itself a company please give its full name, company number and registered office address.

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

 

5. Who will be the directors (the ‘managers’) of the company? Please give the details required in respect of each of them.

Only one director is required to form a guarantee company, but that person cannot also be the company secretary. For technical and administrative reasons we recommend that there are at least two directors.

If there are to be more than 4 directors please continue on a separate sheet. If any director is itself a company please give its full name, company number and registered office address.

Under ‘other directorships’ please give details of all directorships held within the last 5 years. If there is a long list then please contact us as there are exceptions to what needs to be disclosed.

 

Director No. 1

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

Director No. 2

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

Director No. 3

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

Director No. 4

Full Name (include title):

Address (including postcode):

Any previous name in full (other than maiden names):

Date of birth:

Nationality:

Business Occupation:

Other Directorships:

6. Will the directors have full power to manage the company, subject to any restrictions imposed by normal company law? Or do you wish those powers to be restricted or enhanced somehow – if so, please explain in as much detail as possible.

Standard – normal directors’ powers / Specific requirements:

 

 

 

7. Do you want there to be any particular/ unusual clauses in the company’s Articles of Association (these are basically the ‘rules of procedure’ of the company)?

If not, we have our own standard Articles of Association amending the statutory default provisions of ‘Table C’. These will be appropriate in the vast majority of cases, but if you have any additional preferences, we will need to discuss with you our suggestions as to what particular clauses to add in.

Standard Articles of Association / Specific requirements:

 

 

8. Where would you like the registered office address of the company to be?

This is the official address of the company, to which official correspondence is addressed, and should have a nameplate outside showing that the company is registered there.

If you wish to use our office address as your registered office address we will forward all necessary correspondence to you and your company name will be displayed at our offices. As this is a potentially time-consuming task, if you wish to use this service we charge a standard annual fee of £100 plus VAT and disbursements.

Use Halborg & Co. (Solicitors) as registered office address/

Use the following address (including postcode):

 

 

9. How much will each member of the company guarantee in the event that the company fails and owes debts?

The minimum is £1 per member and all members’ guarantees will be for the same amount. We normally recommend a guarantee of £100 per member.

£                 guaranteed by each member

 

10. Who are the proposed members?

There may be as many members as you like, with a minimum of one. Most guarantee companies will in practice have at least two members. If there are to be more than 4 members please continue on a separate sheet. If any member is itself a company please give its full name, company number and registered office address.

Member No. 1

Full Name (include title):

Address (including postcode):

Member No. 2

Full Name (include title):

Address (including postcode):

Member No. 3

Full Name (include title):

Address (including postcode):

Member No. 4

Full Name (include title):

Address (including postcode):

 

11. What is the accounting reference date to be? This is the date to which accounts are made up each year?

If you do not have a preference, the accounting reference date will automatically be the anniversary of the last day of the month that the company was incorporated.

If you do have a preference you need to choose a date that is more than 6 months but less than 18 months after the date of incorporation (which you can assume to be a few days after we receive your instructions to form the company for our quote).

As standard / specific date:

12. Do you wish to have a company seal?

There is no longer any requirement whatsoever to have a company seal. In fact, it is an extra expense and, if used, an extra administrative burden. We strongly recommend against using a seal, not least because it is often forgotten or lost at the very time when the company urgently needs to enter into a written agreement. If you do require a company seal the cost of having this manufactured to your requirements will be £75 plus VAT.

No company seal required / company seal required.

13. Who will the company’s bankers be?

Name:

Address:

 

14. Who will the company’s auditors be?

Name:

Address:

 

15. Is there anything else that you think we should know about, or do you have any further specific requirements, in order to form your company? If there is anything you would like to discuss further with us concerning the company, please also make a note of it here.