Skip to content
  • There are no suggestions because the search field is empty.

How to Add or Remove a Guarantor?

How much is this service?  What does becoming a member mean?  How much must a member guarantee?  The general process for admitting a new member  Reporting membership changes to Companies House What does ceasing to be a member mean?  The general process for ceasing a member  FAQS   A company limited by guarantee does not have shareholders or share capital. Instead, it has guarantors popularly called 'members'. Their personal liability is limited to their 'guarantee': an amount they agree to contribute towards the company's liabilities. This will only come into play if the company is unable to pay bills or is wound up.    How much is this service?  This service is not in the shop section; you cannot use the add/remove a director service because it sends an automatic Jotform to the customer, which will be for a director and not a member, so this will be incorrect. Therefore, you need to raise a manual invoice and then inform cosec-orders@brand.co.uk. The price of the service is £ 29.99 + VAT. As explained in the heading 'Reporting membership changes to Companies House', you will see that the company's PSCS may need to be changed. Therefore, be sure to advise the customer of this, and the Company Secretarial Team will discuss this with them further. Please note that any changes to the PSC are £ 19.99 + VAT. Or, of course, you can sell the Full Company Secretary Service!    What does becoming a member mean?  Being added to the register of members  Enjoying membership rights - for example, the right to vote  Providing a guarantee to the company, a member agrees to guarantee an amount in the event the company is wound up   How much must a member guarantee?  A standard nominal amount. The articles will most likely specify a specific amount to be guaranteed. However, if permitted by the articles, members can guarantee different amounts (for example, if no specific guarantee amount is specified or there are different membership classes with different guarantee amounts in existence). In our articles, we set an amount of £1.    The general process for admitting a new member  There is no set process under the Companies Act 2006 for admitting a new member. The procedure specified here is a common method used to admit new members to companies that use the model articles of association  A letter of application is delivered by the  member to the company  The board approves the application for membership at a board meeting or by written resolution (subject to all requirements of the articles of association being met) The register of members is updated by the company (if they have purchased ad hoc services and not through FCSS, they need to update the register) Membership certificates are delivered to persons to confirm they are a member of a company limited by guarantee (there is nothing in the Companies Act that requires this, although it is common practice. They form a similar function as a share certificate in companies limited by Shares.) For CoSec, go to the precedent "Admit a new member to a company limited by guarantee" and "Membership certificate" precedent.   Reporting membership changes to Companies House When a company limited by guarantee is registered, the first members are listed on the incorporation documents and the memorandum of association. Whilst companies limited by guarantee are required to submit an annual confirmation statement, information about changes to their members is not reported on here. In fact, membership information is not generally reported at Companies House at any time after incorporation. Additionally, as there is no share capital in the company (and no corresponding increase to the capital as a result of a new member being admitted), no Form SH01 or limited by guarantee equivalent is required. Companies need only be concerned with reporting possible changes to their PSCS as a result of any changes to their membership. Where companies limited by guarantee need to demonstrate their ownership, the register of members is usually the first point of call.   What does ceasing to be a member mean?  Ceasing a member means stopping their membership of a company limited by guarantee. This means they will no longer be an "owner" of the company. 3 Main consequences:  Being removed from the register of members No longer enjoying the rights of membership  Providing a guarantee to the company for a further year (The guarantee member provided to the company does not end immediately. Rather, it normally continues for another year, meaning they would need to contribute some or all of their guarantee in certain circumstances if the company is wound up. In the model articles, this is specified in article 2)   The general process for ceasing a member  Ending a membership is usually simpler in a company limited by guarantee versus ending a shareholder's membership in a company limited by shares.  Article 22 of the model articles of association of a company limited by guarantee is relevant for the cessation of a member. Article 22(1) specifies that a person can terminate their membership by giving 7 days' notice to the company. Membership also terminates if they pass away or, in the case of a corporate member, the entity ceases to exist (Article 22(3)) The articles of association may also specify other "trigger" events for cessation- for example, a member in a property management company may cease to be a member when they no longer own a unit in the property.  There is no prescribed process for ceasing a member under the Companies Act 2006 who wishes to voluntarily resign. This is a common method:  A letter of resignation is delivered to the company  The board approves the resignation  The register of members is updated  For CoSec, go to the precedent "Cease a Member".   FAQS How do companies limited by guarantee demonstrate their ownership? The register of members is usually the first point of call. Can a company be a guarantor? Yes, a separate legal entity. Can a limited by guarantee company purchase FCSS? Yes. We can remove, appoint, file CS, and file DCA. The company will receive exclusive newsletters and guidance notes, along with a dedicated account manager. Do limited by guarantee's still have directors? Yes. You can sell the FCSS or appoint/remove a director for £ 29.99 + VAT. Can you transfer a person's membership? No! If a person wishes to replace someone as a member, the new person must be admitted as a new member and the original person must be ceased.  Can I sell dormant accounts and a confirmation statement to a limited by guarantee company? Yes.