A Company Limited by Guarantee is a business structure set up by non-profit organisations such as sports clubs, workers’ co-operatives, and membership organisations.
A Limited by Guarantee (LBG) company doesn’t have shares or shareholders but instead has members who act as guarantors of the company's liabilities: each member undertakes to contribute an amount specified in the articles (typically very small, £1) in the event of insolvency or of the winding up of the company.
An LBG is a legal person in its own right, so it can enter into contracts, employ staff, and so on. An LBG 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.
A Company Limited by Guarantee must have at least one director and one member (though this can be the same person). The directors have the same duties to the company as the directors of share companies.
Ltd by Guarantee must include the suffix "Limited" in its name, except in the circumstances specifically excluded by law. One condition of this exclusion is that the company does not distribute profits.
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