Limited Companies

What Is a Company Registration Number (CRN)

A company registration number comprises 8 numbers or 2 letters followed by 6 digits. It is issued by Companies House to identify limited companies in the UK. 

Sometimes, it may also be referred to as a company number, Companies House number, incorporation number, or business registration number. 

What Is the Format of a Company Registration Number

A CRN can take several forms depending on the jurisdiction of your company formation or the type of company you incorporate. See the table below for details.

Table notes: *While the Northern Ireland Limited Liability Partnerships prefix is NILLP, when a user signs into webfiling, only the prefix NC, not NILLP, is required and displayed. Some older Northern Irish companies have CRNs with the letter ‘R’ followed by 7 digits, but these numbers are no longer issued.

How to Find Your Company Registration Number?

One of the main places to find the number is on your incorporation certificate from Companies House.

Other places you can locate your CRN number include —

• Official correspondence with Companies House or HMRC.
• Visit Companies House - GOV.UK register and search for a company by name, the result will show the CRN.
• If you’ve changed your company name recently, you can locate the CRN in the change of company name certificate.
• Review emails or correspondence from your company formation agent or accountant. They may regularly cite your incorporation number in their communication.

Your CRN Is Different From Other Numbers

Your Company Registration Number (CRN) serves as a unique identifier for your company within government records. However, it's crucial to distinguish it from other numbers used by various agencies. Below is a breakdown to clarify.

How Companies House Uses Your CRN for Webfiling

Companies House requires that you provide your CRN WebFiling to enable them to identify and distinguish your company from the other registered entities. 

The unique number ensures that any filings or submissions you make through WebFiling are associated with the correct company record in the database.

Read also: How to File Company Information Online Using the Companies House Webfiling Service.

At What Point Will You Need a Company Registration Number? 

CRNs are required for any activity that requires signing in to the online filing system and make changes to your company records through either WebFiling or the Companies House account. 

Such filings and amendments include — 

• Making your Companies House filings including – 
  • Submitting annual returns
  • Filing your accounts
  • Filing copies of resolutions
• Amending company information with the registrar such as –
  • Company name change applications
  • Changing your registered office address and Single Alternative Inspection Location (SAIL) address
  • Your Accounting Reference Rate (ARD)
• Adjusting your company structure, or company officer details which may include — 
  • Adding a new company secretary or secretary
  • Removing an existing company director or secretary
  • Changing the details of directors and secretaries
  • Increasing capital of shares
  • Issuing share certificates.
• In your tax-related dealings with HMRC in the following cases for example — 
  • Registering for VAT
  • Paying your Corporation Tax, VAT, or income tax. 
  • Filing Company Tax Returns
  • Issuing dividend vouchers
  • Making national insurance contributions through PAYE

You’ll also need your CRN for official purposes such as opening a business bank account, signing contracts on behalf of your company, and applying for funding or tenders. 

Where do I need to display my Company Registration Number?

You are legally expected to display your limited company’s registration number on all your company stationery, including but not limited to —

• Letterheads
• Emails
• Invoices
• Receipts
• Online content
• Order forms

How to Register for a Company Registration Number

Your CRN will be provided by Companies House upon registration. There is no separate registration process to get a company number. As soon as your new limited company or Limited Liability Partnership (LLP) is registered, the number will be referenced in your digital certificate if you registered online or a paper certificate by post if you set up a limited company using a paper application. 

Will I get a new CRN number if I change my business name?

No. Your CRN will not change when you change your business name. 

It remains the same for the life of your company since it's the main way Companies House uses to identify your business regardless of any changes in name, address, directors, shareholders, or business activities.

Instead, you’ll simply receive a ‘certificate of incorporation on change of name’ from Companies House, which will contain the new name, date of change, and the same CRN number. 

Please note that the change of name certificate does not replace the original certificate of incorporation.  

Is a company registration number the same as a tax number?

No. CRNs are issued by Companies House as unique identifiers for individual companies on the register, whereas company tax numbers are unique 10-digit codes that HMRC assigns to companies to track tax records.

Just like with CRN, you do not have to apply for your UTR number, HMRC will automatically give you one as soon as your company is registered with Companies House. 

Do sole traders and ordinary partnerships get company registration numbers?

No. CRNs are only issued to limited companies and LLPs, including companies limited by guarantee because they are incorporated or registered at Companies House and are required to file statutory records.

A company limited by guarantee is a type of limited company in the UK registered to advance the objectives of non-profits such as clubs, charities, societies or any other institution seeking to function under the protection of limited liability.

See also: What does limited liability mean?

Company Limited by Guarantee

As stated, a private company limited by guarantee is registered with Companies House, the official registrar of companies. Unlike a private limited company (ltd), the company does not have shareholders or a framework for raising funds through share capital. However, it has guarantors whose liability is limited to the value of the nominal guarantee they pledge. 

Formation Requirements

• Company name, subject to the same rules as one limited by shares.  
• Director and guarantor details, including name, date of birth, nationality, residential address, and service address. Guarantors can be individuals or a corporate body with perpetual succession. 
• Governing documents, which include articles and memo of association. 
• Details of persons with significant control (PSCs), including full name, date of birth, nationality, residential address, service address, nature of control, and three security details for online signature.
• A registered office address.
• Bank details.
• A service address for the initial subscribers, which will appear in the company public register.‍
• Standard Industrial Classification (SIC) code that describes the business activity.

Read also: Director Service Address vs Registered Office Address 

Key Features 

• The company is a legal person separate from its owners.
• Offers limited liability protection, restricting the liability of the members to the value of the guarantee provided at the point of formation. 
• Incorporated and regulated by the Registrar, subject to the Companies Acts. 

Company Structure

A company limited by guarantee works through the following structure — 

• Directors (at least one) — Like a Ltd, members must appoint directors to manage its day-to-day operations. 
• Committee and powers — Directors can delegate certain responsibilities to sub-committees. 
• At least one guarantor — Similar to shareholders, they guarantee to pay a certain sum in case of insolvency. 
• Meetings and voting — The members can attend meetings, vote, appoint, and remove directors. 
• Company secretary — The CLG may opt to appoint a company secretary who helps the director oversee that the company complies with all statutory requirements. 
• A service address for the initial subscribers appears in the company public register.
•  Standard Industrial Classification (SIC) code that describes the business activity.

Filing Requirements

The CLG must file the following documents with the company’s Registrar — 

• Annual confirmation statements 
• Annual accounts
• Report company changes 
• Accounts and company tax returns for HMRC
• VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Suitability 

A company limited by guarantee is suitable for membership ventures seeking to pursue non-profit objectives for the benefit of the members under limited liability protection.

Company Limited by Guarantee Charity

Depending on the registration process, two main types of charity companies are limited by guarantee. These are —

• A charity company is a CLG registered with the Registrar and the Commission. 
• Charitable incorporated organisation (CIO), a CLG registered only with the Commission.

Formation Requirements (Charity Company)

On the side of Companies House registration, the following are the requirements for registering a charity company.

• To register, it is essential to ensure the charity name is available by searching both the company and charity register. 
• The directors of the CLG automatically become the trustees of the charity company, and new trustees can also be appointed to add to the number. 
• Objectives must pass the public benefit test. 
• Governing Documents, including the articles and memorandum of association.
• Registered office address and bank details.

Key Features

• The company is a separate legal entity from the trustees and guarantors
• Liability is limited to the value of charity assets 
• A charity is answerable to both the Registrar of Companies and the Commission.

Structure 

It works through the following structure — 

• Trustees who are responsible for running the entity. 
• Guarantors are members of a company limited by guarantee continue to support the objectives of the venture. 
• PSCs or beneficial owners who exercise control over the company.

Filing Requirements

The CLG must file the following documents with the company’s registrar — 

• Annual confirmation statements 
• Annual accounts
• Report company changes 
• Accounts and company tax returns for HMRC
• VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Read also: Your HMRC UTR Number Explained

Suitability

A charity company is suitable for individuals or entities seeking to implement projects or programs that benefit the public or a target population.

Difference between a Private Company Limited by Shares and a Company Limited by Guarantee

One of the key differences between a private LTD and a guarantee company is how the two legal structures treat profits. In a limited company, shareholders can opt to distribute profits to its members as dividends or reinvest them back into the company. 

But, a company limited by guarantee is by nature a not-for-profit entity and the guarantors can only reinvest profits back into the business to finance their objectives but not withdraw as profits.

Yet, with the above differences, the two structures have the following similarities — 

• Offer limited liability protection to the owners in case of insolvency. They will only be responsible for paying company debts up to the value of shares or guarantee.
• Registered and some of their pertinent details such as registered address, director information, shareholder and guarantor details, and filings are available in the companies register for public scrutiny. 
• Are required to have one director, secretary (for public limited companies though optional for ltds and CLGs) and members (who act as shareholders and guarantors.)
• Established by a memorandum of association, signed by all the initial subscribers agreeing to start the business, and the articles outlining rights, responsibilities, and how the business will manage its operations. 
• Require registered office address, director service address, and company name found to be available by searching the register.
• Have similar routes for dissolution, which can either be by voluntary strike-off, Members' Voluntary Liquidation (MVL) (for solvent companies), Creditors' Voluntary Liquidation (CVL) and compulsory Liquidation (for insolvent businesses).  

For the most part, the same rules and regulations apply to companies limited by guarantee as to companies with a share capital.

See also: The Difference Between a Voluntary and Compulsory Strike Off

What is the process of forming a company limited by Guarantee?

Registering a company limited by guarantee requires the following — 

• A company name: Use the uk company public register of companies to find the available and suitable name for your venture. 
• Registered office and director service address for directors, shareholders and guarantors. 
• Determine your SIC code aligned to the intended activities of your venture
• A limited company by guarantee must have at least one director and guarantor. 
• Statement of guarantee indicating the circumstances during which each subscriber will pay the typically £1 nominal guarantee amount. 

Can guarantors take a share of the profits?

No. Guarantors cannot take out a share of profits because the business structure is designed for non-profit ventures. In case there is surplus income, the entity is expected to reinvest the surplus back into the business. If the members ever decide to take out profits, the company will no longer be considered non-profit and will not be able to apply for charity status. 

What is the difference between a shareholder and a guarantor?

What sets apart a shareholder from a guarantor is their role and expectations within different types of companies. Shareholders are associated with limited companies, whereas guarantors are found in companies limited by guarantee.

Shareholders hold ownership in LTDs and anticipate receiving dividends as returns on their investments. They have a stake in the profits and losses of the company based on the number of shares they hold.

On the flip side, guarantors are connected to companies limited by guarantee. Guarantors are not typically interested in profit-sharing or dividend distributions like shareholders; instead, they serve as a financial backup in case of financial difficulties for the company.

Why set up a limited company by guarantee?

Some of the reasons why members may opt to set up as a CLG include — 

• Personal liability protection — By forming a CLG, the liability of the company’s members is limited to the amount they agree to guarantee in the event of insolvency, protecting personal assets from being used to settle company obligations.
• To pursue objectives that benefit society — The enterprise is able to operate as a legal unit while focusing on its core objectives without the pressure of maximizing profits for shareholders.
• Credibility — Being registered as a limited company can enhance the credibility and reputation of the organisation. It signifies a formal and transparent structure, which can be appealing to stakeholders, donors, and partners.
• Perpetual succession — It offers perpetual succession, meaning it can continue its existence regardless of changes in membership, a feature crucial for organizations with long-term goals and commitments.

Can a Company Limited by Guarantee Lose Its Charitable Status?

Technically, a CLG does not have charitable status, since it's only acquired after the non-profit is incorporated by the Charity Commission and transforms into a charity company. However, it may lose its right to incorporate into a charity if — 

• Members take out surplus profits as personal income;
• If profits are distributed to members as a form of dividend payment.

If the company has already incorporated into a charity, it will lose its status if it takes any of the above actions or fails to — 

• Adhere to its governing documents particularly pursuing its objectives.
• Comply with regulatory requirements such as filing confirmation statements and reports to the commission or the registrar of companies. 

Can guarantors take a share as evidence of ownership?

No. A company limited by guarantee must not and cannot issue shares. The guarantors' evidence of ownership is found in the statement of guarantee, where they pledge to provide a nominal amount in case of insolvency. 

The company’s memorandum of association that lists the subscriber agreement to form the venture also serves as proof of ownership. However, there is no stake given in terms of shares. 

Is an article of association relevant to the formation of a not-for-profit company?

Yes, it is a compulsory governing document for uk non-profit company. It documents how the subscribers intend to manage the enterprise. It contains the following information —

• Directors powers, responsibility and scope for decision making;
• Process of obtaining membership and resigning
• Meetings
• Voting procedures
• Administrative arrangements

See also: Memorandum and articles of association 101

Guarantee companies vs companies with share capital

A CLG is like an ordinary private company limited by shares. However, unlike LTDs, a non-profit has no shares or shareholders and reinvests surplus income to enable the company to run its day-to-day activities. Yet, both entities are required by law to file accounts at the Companies Registration Office and submit annual returns. The CLG is set up for certain objects for the benefit of its members while an LTD is established primarily for profit-making purposes and to provide returns to its shareholders.

Can limited by guarantee companies have persons with significant control?

Yes. A CLG can have PSCs who exercise ultimate control over the company. Despite the unique structure of CLGs without shareholders or capital in the traditional sense, individuals within the organization can still qualify as PSCs if they meet the criteria outlined in the Companies Act 2006. 

An individual or company who fulfils one or more of the following conditions qualifies as a PSC - 

• Directly or indirectly holds more than 25% of the voting rights.
• Directly or indirectly holds the right to appoint or remove a majority of directors.
• Otherwise has the right to exercise significant influence and control.

Company name requirements for guarantee companies

CLG naming requirements are the same as the business name requirements for private limited companies. Your CLG name must not — 

• Be too similar or identical to an existing corporation name;
• Imply any connection with the UK government, local authority or any agency;
• Include sensitive words like “Charity” without the appropriate permission;
• Be offensive, inappropriate or likely to cause harm; and
• Suggest criminal activity or be contrary to public interest.

What is the difference between a Charitable Incorporated Organisation (CIO), a Community Interest Company (CIC) and a Company Limited by Guarantee (CLG)?

The main difference between a CIO and a CIC lies in their legal structure and statutory oversight as explained in the table below.