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Limited by Guarantee (LTD/Limited)

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.[1]

A company limited by guarantee can distribute its profits to its members, if allowed to by its articles of association,[2] 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.[3] 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.

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