Setting up a foundation-style Limited 2026

Foundation-style Limited: asset protection with the Company Limited by Guarantee

The Company Limited by Guarantee as an instrument of asset protection

With us, the Company Limited by Guarantee is known as the foundation-style Limited for asset protection, but in fact the legal form works more like a members' association or club. If it is set up correctly, the assets of the foundation-style Limited cannot be seized. Bear in mind, however, that a transfer of assets to the foundation-style Limited may be subject to gift tax where you live. Nor does the foundation-style Limited offer anonymity, as the UK keeps a very public transparency register.

The foundation-style Limited…

  • is often used in the UK as the legal form for clubs and associations (for example a sports club or a chess club) and for community groups;

  • has no shareholders, only members;

  • must have at least one member, who can also be the director;

  • can be formed with a contribution of £1;

  • is usually NOT a charity (but can be one).

The foundation-style Limited can…

  • acquire and hold assets, including shareholdings, property, securities and so on;

  • pay fees or other benefits to its members;

  • regulate the admission and departure of members and the rights and duties of the board individually and flexibly;

  • regulate members' say in decisions simply and pragmatically.

The foundation-style Limited must…

  • keep proper accounts;

  • prepare annual accounts and file a balance sheet with Companies House;

  • file a corporation tax return;

  • publish its members in the register;

  • keep the transparency register up to date.

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