Charitable Company Members UK: Rights & Register

Overview

A charitable company limited by guarantee is a company registered at Companies House that also has charitable purposes, usually registered with the Charity Commission once it meets the income threshold or holds certain assets. It has no shareholders. In their place sit members, who collectively hold the power to appoint and remove directors (often called trustees in the charity context), approve changes to the articles of association, and pass other resolutions reserved to them by company law.

Each member signs up to a guarantee, typically £1 or £10, payable only if the charity is wound up while they are a member or within a year of leaving. Members are distinct from trustees, although in many smaller charities the same people wear both hats.

The charity must keep a register of its members and, separately, a register of People with Significant Control. Membership is governed by a mix of the Companies Act 2006, the Charities Act 2011, and the charity's own articles of association, which usually set out who can apply, how they are admitted, and how membership ends.

Key steps

1. Check the articles of association. Before anyone applies, read what the charity's articles actually say about membership. They will usually set out who is eligible, whether trustees need to approve applications, what the guarantee amount is, and the circumstances in which membership ends. The articles are the rulebook, and the process must follow them.
2. Submit a written application. A prospective member typically completes a short application giving their name, address, and confirmation that they accept the guarantee and will support the charity's objects. Some charities ask applicants to explain their interest in the cause or to declare any connections to other charities. The application is then put forward for approval.
3. Approve or decline the application. The trustees, or the body named in the articles, consider the application and either accept it or decline it. A written acceptance, sometimes accompanied by a welcome letter or a certificate of membership, confirms the individual has been admitted. The decision should be minuted so there is a clear record of how and when membership began.
4. Enter the member on the statutory register. Every company limited by guarantee must keep a register of members recording each member's name, address, the date they were admitted, and the date any membership ends. The register must be kept up to date and made available for inspection in line with the Companies Act. This is not optional administrative housekeeping, it is a statutory duty.
5. Review PSC status and file with Companies House. Consider whether any member qualifies as a Person with Significant Control. In a guarantee company this usually turns on voting rights, the right to appoint or remove a majority of trustees, or the ability to exercise significant influence or control. Record PSC information on the charity's own PSC register and file the relevant confirmation at Companies House.

Common questions