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Company Ltd by Guarantee

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Incorporated organisations such as a Company Ltd By Guarantee are regulated under company law. The Board of a Company Ltd by Guarantee has a legal duty to comply with the requirements of the law by informing Companies House of:-

  • the names and details of all directors
  • the registered address of the Company
  • any changes to Directors details 
  • any changes to the registered address of the company

The board of Directors of a Company Ltd By Guarantee are also required by law to file both an Annual Return and the Annual Accounts (in the required format) with Companies House each year.

Annual Return

The Directors of the board are responsible for filing the company’s Annual Return with Companies House. It is a criminal offence not to return your Annual Return within 28 days of the anniversary of your Companies incorporation. You can do this online using Companies House Software Filing/Webfiling service. If you file after this date you will incur a late filing penalty fine. Potentially your Directors could end up with a criminal record if convicted.

Annual Accounts 

The directors of a Company Ltd by Guarantee also have a legal requirement to keep accounting records (even for years where the group/organisation is not actively trading).

Accrued accounts (in the required format) should be submitted to Companies House within 9 months from your financial year end (also called the Accounting Reference Date).

If your Annual Accounts are filed late, there is an automatic late filing penalty to pay.  If your Board are persistently late in filing they may face prosecution from Companies House.

If your group/organisation employs an accountant, do not assume that they are automatically sending your Annual Accounts to Companies House for you.  It is essential that Directors check this. Ultimately it is the group/organisation that will be fined for late penalty – not the accountant. 

As well as filing the Accounts with Companies  House, it is good practice for your group to be transparent about its financial handling. Your Articles (or governing document) may require the Annual Accounts be put before the general members for adoption at the Annual General Meeting (AGM). These may be extracts from the Accounts – as long as there is enough information for the members to gain an understanding of the Directors handling of the group’s financial affairs. Full accounts should be available on request to anyone requiring further information.

If your group/organisation is also a registered charity, your Directors will also be Charity Trustees and as Charity Trustees they will have specific duties which they also need to comply with including statutory reporting to the Office of the Scottish Charity Regulator (OSCR). 

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