Companies Limited by Guarantee: get the details right

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Jennifer Adams explains what Companies Limited by Guarantee are, how to prepare the accounts and what needs to be submitted to the authorities.

On reading AccountingWEB’s Any Answers it would appear that not many accountants have come across ‘Companies Limited by Guarantee’ (CLG) in their working life, explains Jennifer Adams.

When they do, they are unsure as to what they are, how to prepare the accounts and what needs to be submitted to the authorities. This article therefore tries to answer those queries in one.

What are Companies Limited by Guarantee?

Companies Limited by Guarantee are an alternative form of company entity to the usual one of share capital; its members being guarantors rather than shareholders.

Examples

Charities (eg Oxfam), sports associations (eg the England and Wales Cricket Board), Clubs, membership organisations, residential property management companies.

Why be a Company Limited by Guarantee?

  • A legal entity in its own right, contracts are undertaken in the name of the company thereby protecting the liability of the individual members, who may only be involved voluntarily. Such contracts include the usual employment contracts, contracts for the purchase of goods as well as for the purchase of property
  • CLG members are required to comply with the same legal rules and regulations as other limited companies
The difference between companies limited by shares v guarantors

    • The main difference is that the liability of shareholders is limited to the amount unpaid on the shares; whereas the liability of guarantors is limited to the amount of any outstanding guarantee...

    Register for free and log into AccountingWEB to see the full article, which also covers:

    • Advantages
    • Disadvantages
    • Removal of word ‘Limited’
    • Company administration matters
    • Distributing profits/commercial status
    • Accounts and tax position
    • Community Interest Companies (CIC)

    ‘Mutual’ trading companies

    Jennifer Adams FCIS TEP ATT is a freelance writer and author specialising in tax and company secretarial issues; she can be contacted at Abacus Business Solutions.

     

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    Replies

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    At last!

    Great article, thanks.  Didn't realise about the "Reserves" rather than "Shareholders' funds" but just spotted that good old Iris does it automatically.

    Just one point on distributions, I did come across one company that didn't place a restriction on distributions in its Articles, so presume they could have distrubuted profits to their members?  As it happens they never did but this question has arisen on here in the past.

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    24th Aug 2011 11:30

    Groups

    Can a CLG own other commercial entities legitimately? I have an instance whereby a CLG owns 100% of one commercial entity and a majority of another. Both the other entities are limited by share capital.

    As the CLG is the parent company, what are its filing requirements for Companies House and HMRC? Does it submit accounts detailing its own trading results or consolidated accounts?

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    24th Aug 2011 12:19

    Groups

    A CLG can own as many commercial entities as it wishes. Of course, any profits distributed to the CLG are subject to the same re-investment requirements and any asset.

    I believe the filing requirements are the same as with a Limited and the level of detail required is subject to the size of the business.

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    24th Aug 2011 11:56

    Limited by Guarantee to Limited

    Does anyone know if it is possible to change an Limited by Guarantee company to a Limited company?

     

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    24th Aug 2011 12:10

    Limited by Guarantee to Limited

    You are unable to change a Limited by Guarantee into a Limited company. You would need to disolve the Limited by Guarantee and incorporate a Limited Company to achieve the same outcome. However, the assets of the Limited by Guarantee would have to be distributed in accordence with the objects of the company, which probably means distributing them amongst similar asset locked body, such as a charity.

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    By james3
    31st Jul 2014 00:51

    A CLG is a limited company

    mike.golden wrote:

    Does anyone know if it is possible to change an Limited by Guarantee company to a Limited company?

    A CLG is a limited company. If you mean a company limited by shares, then no, you need to start a CLS in parallel and transfer assets.

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    By suem
    16th Sep 2014 14:05

    Transfer of assets from CLG to a CLS

    Have you ever transferred assets from a CLG to a CLS? What are the tax implications? this is something we are looking at and cannot get a definitive answer.

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    By degdoll
    24th Aug 2011 12:36

    Nomination to become a Director of a CLG in Gibraltar

    I have been approached by board members of a CLG (residential property management company in Gibraltar) to become a director. I recently(Feb 2009) acquired a property leasehold of a studio flat in the estate and later discovered that accounts for the management company had not been presented to the members since 2003 as the Head Lessor (Company Limited by shares) had not provided "vital information" to enable the CLG to produce the accounts. I am quoting the Managing Agents acting for the CLG. To cut a long story short audited Annual Accounts for 2003,2004,2005, 2006 and 2007 were presented to the AGM in September 2009. From 2004 onwards the Income & Expenditure Accounts have shown deficits for the year and the Balance Sheets show the assets are exceeded by liabilities (the latest December 2010 accounts showing excess of liabilities over assets is approx.£70,000 (the only assets of the company are Debtors and Cash in Bank). Total Shareholders' Funds (auditor's description) is (£70,000) i.e a negative amount. It seems technically insolvent to me.

    The auditor's report includes a qualified opinion which says that they are unable to obtain third party confirmation of the balance due to Head Lessor shown as in excess of £50,000 in the Creditors note in the Accounts.

    Notes to the Accounts describe the company "as incorporated in 2000 as a company limited by guarantee and not having a share capital"

    In the notes re ACCOUNTING POLICIES:-

    The Accounts have been prepared on the "GOING CONCERN" basis which is dependent on the support of the company's members

    In the notes re LIABILITIES OF MEMBERS;_

    "In accordance with clause in the Memorandum of Association, every member of company undertakes to contribute to the assets of the company in the event of it being wound up while he is a member etc...for debts and liabilities of the company and the costs,charges and expenses of winding up for the adjustments of the rights of contributories among themselves such amount as may be required not exceeding £10.

    Should I consider accepting the nomination as the committee proposer "believe the knowledge you have would be of great benefit to the committe and in turn to all the other owners within the estate"?

     

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    24th Aug 2011 12:48

    re the name Limited by guarantee

    I wasn't aware that companies limited by guarantee were required to state "limited by guarantee" in their name.  Companies House inform me that all you need is the word limited after the name.

    As regards the form NE01 this relates to the removal of the word 'limited'.  The relevant section number number is s60 of the Companies Act 2006.  Section 30 was for the 1985 Companies Act.

     

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    By james3
    31st Jul 2014 00:50

    You're right

    pkhaynes wrote:

    I wasn't aware that companies limited by guarantee were required to state "limited by guarantee" in their name.  Companies House inform me that all you need is the word limited after the name.

    As regards the form NE01 this relates to the removal of the word 'limited'.  The relevant section number number is s60 of the Companies Act 2006.  Section 30 was for the 1985 Companies Act.

    They're not. You're right, it's just "limited" or "ltd" (or "c.i.c." or "community interest company" if a CIC).

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    24th Aug 2011 17:54

    Appreciate the good article!

    The article is very useful & worthwhile. we indeed appreciate the work.

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    25th Aug 2011 09:33

    Just to clarify...

    Just to clarify pkhaynes is correct, a CLG name ends with the word 'Limited' and not 'Limited by Guarantee' as stated in the article.  Form NE01 removes just the word 'Limited' from the CLG name .

    Also there is a reference to a Form 88 (Return of Allotments).  This is the old form reference, the correct form to file on a share company for the allotment of shares is now Form SH01.

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    By joede
    25th Aug 2011 15:21

    Disclosure of Members

    I was intrigued to read that "Members are listed in the same format as shareholders in Companies House records" as when i tried to find out who was involved in a CLG this information was not available. As you say there is no Return of Allotments and the Annual Returns do not disclose members. I was told that i would have to inspect the register at the registered office (and this did not fill me with confidence). Is there a requirement to list members at Companies House?

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    25th Aug 2011 16:59

    Disclosure of Members

    Quite right joede, except for the subscribers at the point of incorporation there is no record at Companies House for guarantee members.  There is no form to file when someone becomes a member, and members are not listed on the annual return for a guarantee company.  Therefore the only public record of members for a guarantee company will be the Register of Members which can be inspected at the company's registered office address.

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    By james3
    31st Jul 2014 01:02

    Register of members

    joede wrote:

    I was intrigued to read that "Members are listed in the same format as shareholders in Companies House records" as when i tried to find out who was involved in a CLG this information was not available. As you say there is no Return of Allotments and the Annual Returns do not disclose members. I was told that i would have to inspect the register at the registered office (and this did not fill me with confidence). Is there a requirement to list members at Companies House?

    Jordans Limited wrote:

    Quite right joede, except for the subscribers at the point of incorporation there is no record at Companies House for guarantee members.  There is no form to file when someone becomes a member, and members are not listed on the annual return for a guarantee company.  Therefore the only public record of members for a guarantee company will be the Register of Members which can be inspected at the company's registered office address.

    You can request a copy of a register of members under s116 CA 2006, but the company can apply to the court for a direction not to comply with the request if the copy register is not sought for a proper purpose.

    CLGs tend to be membership organisations and membership does not represent ownership, which is presumably why the register of members is not as accessible. For example, national charities with thousands of members can be CLGs, and should their membership registers be made public?

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    26th Aug 2011 10:00

    Disclosure of Members

    Another way to check on the members and directors is to look at the accounts produced.  I know that it is the practice to list all current members for the period of the report including the date of their appointment.

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    Sandy

    Accounts will only show the directors who have acted not members.  As mentioned above the only record is the company's register of members.

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    26th Aug 2011 15:25

    Paul.  Yes you are right.  I

    Paul.  Yes you are right.  I was thinking of directors/Management Committee not members.

     

    Sandy Ogunbote

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    By EOAKS
    29th Aug 2011 13:12

    Actually Jennifer’s not wrong

    Actually Jennifer’s not wrong when she states that ‘Members are listed in the same format as shareholders at Companies House’ - read the text carefully - she did not say ALL members are listed. Directors are - they are members. The same form APO1 (Appointment) is used for example.

    Perhaps the text should have read:

    ‘Members, when registered, are listed in the same format as shareholders in Companies House records although no SH01 (Return of Allotments - previously form 88) is used as there are no shares to allot.’

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    By james3
    31st Jul 2014 00:54

    Members/directors

    EOAKS wrote:

    ... Directors are - they are members...

    Directors are sometimes members, but need not be. Members elect the directors, either from their own number or externally.

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    By may2011
    30th Aug 2011 11:13

    This is going off on a tangent slightly but I was hoping

    for clarification on the question heavily discussed recently on here (with no firm conclusion), as to whether a private property management company needs to disclose its sink fund.  Some people say the fund should be held in a residents' association account, and the company would then file dormant accounts. That would seem to defeat the purpose of having a limited company since if the company is dormant it can hardly offer any protection.

    I think the confusion arises between commercially run management companies and private ones.  I think the law may require commercially run companies to hold the residents' money in a separate non-company account for protection in the event of insolvency. This wouldn't be necessary for a private residents-owned company, and there would seem to me to be no reason to hide the sink fund.  It has to be disclosed to potential buyers anyway. 

    Another issue which arose recently is that any company "with an interest in land" has to file a CT return, even if that interest is just owning the freehold of a block of flats, the owner-occupiers of which are the members of the company.  HMRC naturally aren't interested in processing CT returns with no tax liability, so if the company passes a special resolution to dispense with collecting ground rent, does this satisfies the "interest in land" clause and free the company from filing CT returns?  It's of academic interest only, because HMRC don't apply the rule strictly in these cases and if they rule that there is no need to file a CT return it's not likely to ever become an issue.

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    May2011 a huge tangent

    I think you are confusing proposed regulation requiring anyone holding residend's service charge money to put it in a separate trust account with the reason behind the regulation, ie that anyone collecting variable service charges is effectively holding that money in trust, under S42 of the L&T Act 1987.

    Consequently, if anyone collects and holds this money it's not theirs and so it should not appear in its books or accounts.  This is why Ltd companies, that do nothing else, can file dormant accounts and so has been the case since the 87 Act.  The Ltd company is set up to make sure there is a legal vehicle requiring all tenants to comply with their lease and make sure the property is looked after.

    Have a read of a recent article on here on the topic and HMRC's guidance:

    http://www.accountingweb.co.uk/article/hmrc-attempts-simplify-flat-service-charge-regime/517996 

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    16th Sep 2011 11:59

    Taxation

    For a non charity CLG with exemption from the word Limited one you have mentioned the CT600 is required to be filed. Is there tax payable for any surplus generated. I am presuming not?

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    By zimby
    22nd Aug 2012 13:59

    Very article and useful comments

    Thanks Jennifer for a very useful article and to all the other "commentators". Just joined today as been approached to account for CLG!

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    By parvez
    22nd Aug 2012 15:26

    abbreviated balance sheet of CLG

    Hi , This is my first ever post. Could anyone clarify what Companies Acts sections I should quote on abbreviated accounts for a CLG ? Company was active , ie, not dormat accounts. Thanks

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    20th Nov 2012 00:05

    Taxation
    Just to follow up on Philhendy's question on tax for a CLG. Is tax payable on the surplus income where a CLG's main source of income is grants and donations.
    Do you submit a CT600 stating no accounts attached not subject to corporation tax or do you calculate tax on surplus income.
    Can someone help?

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    How do you account for donations?

    Sammendy wrote:
    Just to follow up on Philhendy's question on tax for a CLG. Is tax payable on the surplus income where a CLG's main source of income is grants and donations. Do you submit a CT600 stating no accounts attached not subject to corporation tax or do you calculate tax on surplus income. Can someone help?

    I get that CT is payable on the surplus but where do donations fit into this? Presumably, they are treated as income but deducted in the CT calculation.

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    20th Feb 2013 19:08

    Tax is always due on a corporations profits

    Unless it is registered as a charity or a CASC

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    07th May 2013 14:16

    For what purpose were the contributions made?

    PM or email me if you want to talk details 

     

    Chris Smail

    www.langer.co.uk

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    25th Jul 2013 18:00

    CLG's - Accounts Disclosures...

    Companies Accounts disclosures:

    If a CLG company has taken advantage of the exemption and dropped "Limited" from its name:

    Is it required to state/disclose - on full financial statements and Abbreviated accounts - below its name, on every page:

    (A Company Limited by Guarantee) ?

    I have seen some published accounts that make this statement and some that don't, which is correct ?

    Does this differ if the company has not taken advantage of the exemption ?

    Thanks

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    By KH
    06th Nov 2013 15:37

    HMRC's online CT600 refuses zero share capital

    Hi

    Just tried to submit a CT600 using HMRC's own online software for this, and whereas in the past I successfully submitted CT600s with zero share capital, this year the form refuses to let you navigate past the page for share capital and reserves unless you put in a positive figure for share capital ... but of course there is no share capital for company limited by guarantee ...  trying to get a workaround from HMRC, but it's a bit like pulling teeth from a chicken.

    Any help in the meantime would be appreciated.

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    08th Nov 2013 14:20

    Same Here

    KH I am having exactly the same issue, I have asked one of the Tax Officers at HMRC to give me a call back, but will be waiting unto 3 working days, I will let you know the outcome as soon as I have one, would you mind letting e know if you get a resolution in the meantime also, Thanks

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    By CDBIZ
    17th Jul 2014 11:17

    zero share capital - hmrc query

    Hi Jennywren100,

     

    Did you manage to find a way to resolve this issue?

     

    Thanks

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    By CDBIZ
    17th Jul 2014 11:17

    Hi KH,

     

    Did you manage to find a way to resolve this issue?

     

    Thanks

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    17th Oct 2014 13:38

    CT600 For CLG

    KH wrote:

    Hi

    Just tried to submit a CT600 using HMRC's own online software for this, and whereas in the past I successfully submitted CT600s with zero share capital, this year the form refuses to let you navigate past the page for share capital and reserves unless you put in a positive figure for share capital ... but of course there is no share capital for company limited by guarantee ...  trying to get a workaround from HMRC, but it's a bit like pulling teeth from a chicken.

    Any help in the meantime would be appreciated.

     

    Has anyone managed to resolve this problem.

     

    Thank you

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    17th Apr 2014 07:24

    CT600

    On completion of the Online CT600 , I have gone to the reduced accounts submission , but how do you offset the Corporation Tax Calculation to make it zero

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    By scp4
    23rd Jul 2014 10:46

    Limited by Gaurantee Reserves - Help!

    Hi I am hoping that somebody can advise on this....

    I have a client that had dealt with the incorporation of their own company and actually incorporated a company limited by guarantee. Only a small directors remuneration was withdrawn and the intention was to withdraw the profits by way of dividend. When we became aware of this we incorporated a private limited company with the intention of withdrawing the profits from the original company by way of a management charge, clearly this would have to be dealt with in the following accounting year.

    We have come complete accounts for the current year and further profits were made in the company that is limited by guarantee up to the date of that the new company was incorporated. The reserves are too high to withdraw as a management charge all in one go, as this would have VAT implications and both companies have ceased to trade. There are still reserves of about £10k, how can we extract these?

    Thanks in advance......

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    By james3
    08th Jul 2015 19:16

    Some technicalities!

    Good article, but I have a few quibbles (pretty much just technicalities).

    Yes, CLGs don't have share capital but this doesn't necessarily make them unsuitable for commercial enterprises. I work with a number of CLGs which are trading businesses. There are ways to fund companies other than through shares.

    CLGs may not be able to pay dividends per se, but they can still distribute profits unless something in their articles prevents this (in practice all charities and most other CLGs will have a "not for private gain" clause).

    Excess of income over expenses is usually referred to as "surplus" in charitable CLGs, but a CLG can still call its profit "profit". Commercial trading CLGs will likely use the term profit, voluntary membership organisations will likely use the term "surplus".

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    By chatman
    09th Feb 2015 17:46

    Where would distributed profits go on the SA100?

    Where would the distributed profits go on the recipient's SA100, as they are not dividends?

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    By shelter
    19th Mar 2015 21:58

    Commercial Trading as a CLG

    "Small, not-for-profit, non-charitable CLG are allowed to carry on a trade purely between its own members. They are deemed to trade "mutually" and as such are exempt from Corporation Tax. (HMRC - BIM24025. Ayrshire Employers' Mutual Insurance Association Ltd v CIR 27TC331)."

    How then could a CLG operate as a commercial enterprise if they must trade purely between its own members.

     

    Are there different rules for large CLG with surpluses?

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    By marlins
    16th Apr 2015 02:32

    CT 600 for a CIC

    Doing a CT600 using HMRC software. On getting to balance sheet share capital zero but keep getting error messages saying has to be 1 or over. How can this be sorted?

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    22nd May 2015 15:40

    Re Filing accounts for Co Ltd by Guarantee

    This link may be useful http://www.accountingweb.co.uk/anyanswers/question/anybody-else-had-problem

    I found choosing not to use the Accounts service, attaching the accounts as a pdf and attaching a statement as to why I was doing this worked fine last year. I wrote I have filed the Company Tax return and attached a pdf rather than using the computations or attaching and iXBRL document because xxxx (CIC) is a company limited by guarantee and therefore has a called up share value of zero, which the software will not accept. I have been advised that this is a known issue with the software and that in this case, it is acceptable to submit accounts as a pdf.

    Hope it's the same this year - am about to find out. Good luck!

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    19th Nov 2015 12:04

    Annual Return for CLG

    In the Annual Retrurn to Companies House, are ALL members to be included or only the appointed Directors. If so what form does one use and how much detail for non-director members.

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    19th Nov 2015 18:45

    Annual Return for CLG

    Any advice from anybody?

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    25th Nov 2015 11:18

    Further Appreciation

    Thank you for this article, just become a Director of a very small company looking after the common areas of a small estate and completely new to this.  This has been very helpful.

     

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    31st Mar 2016 12:02

    CIC Accounts Filing

    A CIC cannot file accounts online at Companies House.

    Doh.

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    By SMH10
    01st Apr 2016 12:13

    CLG as subsidiary

    Can a CLG become a subsidiary of another company?

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    By anitaj
    12th May 2016 15:24

    We are a group of 5 residents that have set up a GLC (as recommended by our solicitor) to manage a piece of land. I need to submit our accounts to companies house & CT. We paid money into the company we created and the company bought the land so I would show it as a fixed asset but I don't know how to balance it as the companies house balance sheet only allows me to enter 'reserves' (other, or revaluation) and it's not a reserve? The land would only be sold if the company was wound up & the money received would then be split between the 5 members. Thanks for any help on this.

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    By Hewmav
    17th May 2016 12:26

    We are a new CIC, with small resources, so I am trying to do first year CT600 myself (treasurer). I have downloaded the form, but can't see how to show no share capital as company limited by guarantee as stated above. Can anyone help, please.

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