Companies limited by guarantee: filing the CT600 and accounts

Short version. Yes. SimpleCompanyTax files the Corporation Tax return (CT600) and FRS 105 micro-entity accounts for a UK private company limited by guarantee, whether it trades or is dormant, and whether you file to HMRC and Companies House together or to one of them. We read the legal form from the Companies House record when you add the company, so there is nothing to select. Because a guarantee company has no shares, the wizard never asks you for share capital: the balance sheet shows members' funds instead of shareholders' funds, and the filed accounts say the company is limited by guarantee. Being limited by guarantee does not by itself change the ordinary Corporation Tax calculation: what the company owes still depends on its actual activities, income, costs and claims, exactly as for any other company. The one boundary to know about is charities: a charitable company cannot use micro-entity accounts, so we do not file for it.

What a company limited by guarantee is

A company is limited by guarantee when its members' liability is limited to the amount they have undertaken to contribute if the company is wound up (Companies Act 2006, section 3). Its members are guarantors rather than shareholders, and the company has no share capital. The guarantee is usually a nominal amount such as £1 per member. This form is common for flat-management and right-to-manage companies, clubs and associations that have incorporated, trade bodies, community groups and most charitable companies.

Companies House shows the type as “Private limited by guarantee without share capital”. A guarantee company whose articles stop it paying anything to its members can also be registered without the word “Limited” in its name (section 60). Both are the same legal form, and we accept both.

What we file for it

• The CT600, with the Corporation Tax computation, to HMRC.
• FRS 105 micro-entity accounts to Companies House, and the same accounts attached to the CT600. The accounts carry the correct legal-form tag and state that the company is limited by guarantee and does not have a share capital.
• Either one on its own. On the review page you choose HMRC and Companies House, HMRC only, or Companies House only. See filing to HMRC, Companies House or both.

The company must qualify as a micro-entity, which is a size test and not a legal-form test: at least two of the three limits on turnover, balance sheet total and average employees. See the micro-entity requirement. A guarantee company that is larger than a micro-entity needs small-company accounts, which we do not produce yet.

What you enter: no share capital, members' funds

The balance sheet for a guarantee company has no Share capital row and no “called up share capital not paid” row, because there are no shares. Capital and reserves are simply the retained earnings the company has built up, shown as members' funds. That total must equal net assets, the same balance check every company passes.

• Enter your retained earnings (the profit and loss account balance at the period end). If your accounts call it an accumulated fund or accumulated surplus, it is the same figure.
• Do not enter the guarantee amount anywhere. It is not an asset, a liability or capital, and it does not appear on the balance sheet.
• If your records are kept as an income and expenditure account, enter each amount according to what it is, not all of it as one figure. Trading or business income goes in Turnover, rent from property goes in the property income fields, bank interest goes in Interest Received, and something that fits no other field belongs in Other Income only when that field's own help says so. Your surplus or deficit for the year is a useful cross-check on the result, not a figure you type in. Micro-entity accounts use the profit and loss layout for every company.

Everything else on the balance sheet is the same as for any company: fixed assets, current assets, creditors, and the optional lines. The two articles about share capital, called up share capital not paid and share premium and other reserves, are about companies limited by shares and do not apply to you.

Dormant guarantee companies

A guarantee company with no significant accounting transactions in the period is dormant, exactly like any other company. Select Dormant on the eligibility step. A dormant guarantee company usually has a nil balance sheet: no cash of its own, no creditors, members' funds of £0. Companies House accepts dormant accounts for companies limited by shares and by guarantee alike. If HMRC has not asked for a Corporation Tax return for the period, you can file the accounts on their own. Flat-management and right-to-manage companies are often in this position: see flat-management and RTM companies.

Corporation Tax: legal form changes nothing by itself

Being limited by guarantee does not by itself change the ordinary Corporation Tax calculation. The rates, marginal relief and reliefs that apply depend on the company's own activities, income types, claims and any special status, exactly as they do for a company limited by shares. The CT600 has no guarantee-company box. Box 4, the type of company, is 0 for most companies. HMRC lists separate codes for a members' club or voluntary association (6), a property management company (7) and a charity (8). Being limited by guarantee does not by itself put a company in any of those categories. The wizard's eligibility step asks you whether any special Corporation Tax regime applies, and we file what you answer. We do not decide it for you, and we do not change box 4 because of the legal form.

What we do not file

• Charitable companies. A charity is excluded from the micro-entity regime by law (Companies Act 2006, section 384B), files accounts under the Charities SORP, and claims its tax exemption on the CT600E supplementary page. None of that is something we produce. If your guarantee company is a registered charity, answer Yes to the special-regime question.
• Members' clubs and voluntary associations taxed under HMRC's code 6, and property management companies under code 7. We file box 4 as 0 only.
• Community interest companies, which must also file the CIC34 report.
• Small-company accounts under FRS 102 Section 1A, and any company that needs an audit.

If any of these applies, your company stays in your account and you can contact support. We would rather tell you where our support stops than file something wrong.

Where you see it in the wizard

When you add the company we read its type from Companies House. On the Financial data step the balance sheet shows Retained earnings and a Members' funds total with no share capital rows, and the review page's accounts card leaves out the share capital figure. The generated accounts state the legal form, and we check that statement against the Companies House record before anything is sent. If the record on file is incomplete, we ask you to open the company page, which refreshes it.

This article is general guidance, not tax or legal advice. The definitions are in the Companies Act 2006, section 3, Companies House's incorporation and names guidance and the Company Tax Return guide for box 4.