In British and Irish company law, a company limited by guarantee (LBG) is an alternative type of corporation used primarily for non-profit organisations that require legal personality. A company limited by guarantee does not usually have a share capital or shareholders, but instead has members who act as guarantors. The guarantors give an undertaking to contribute a nominal amount (typically very small) in the event of the winding up of the company.
A company limited by guarantee can distribute its profits to its members, if allowed to by its articles of association, but then it would not be eligible for charitable status. Limited companies can convert to a community interest company (CIC) which feature an asset lock which prevents the extraction of profits.
Like a private company limited by shares, a company limited by guarantee must include the suffix "Limited" in its name, except in circumstances specifically excluded by law. One condition of this exclusion is that the company does not distribute profits. Until 1981, it was possible in the United Kingdom to form a company limited by guarantee with share capital. Under section 5 of the Companies Act 2006, new companies cannot be formed as a company limited by guarantee with a share capital.
When incorporating multi-stakeholder organisations, this form is sometimes preferred over the industrial and provident society because company law allows multiple classes of member with separate voting constituencies.
Common uses of companies limited by guarantee include clubs, membership organisations, including students' unions, residential property management companies, sports associations (such as the PGA European Tour), workers' co-operatives, other social enterprises, non-governmental organizations (NGOs) and charities (such as Oxfam), and at least one political party (the UK Independence Party). The railway infrastructure provider Network Rail, domain name registry Nominet UK, England and Wales Cricket Board and IXPs LINX (London Internet Exchange), and LONAP (London Access Point) are also companies limited by guarantee. Australia also has companies limited by guarantee, Cricket Australia being one example.
One of the largest companies limited by guarantee is Bupa, the healthcare company, which has 32 million customers in more than 190 countries and which employs more than 84,000 people around the world.
The Anglo-Canadian law firm of Gowling WLG, formed in 2016, is structured as an English private company limited by guarantee, in which the two limited liability partnerships of Gowling WLG (Canada) LLP and Gowling WLG (UK) LLP are members and provide legal services; the structure is similar to the Swiss Verein structure used by several other major international law firms.
- companylawclub.co.uk, Retrieved 23 March 2014
- Hannigan, B. (2003). Company Law. Oxford University Press. ISBN 978-0-406-91356-2.
- Companies House, England and Wales, guidance notes
- UK Independence Party: constitution and Companies House registry entry
- "About the structure of Gowling WLG". Retrieved 24 February 2016.
- Mackrael, Kim (8 July 2015). "Gowlings Law Firm to Combine With U.K.'s Wragge Lawrence Graham". The Wall Street Journal. Retrieved 24 February 2016.