Ltd By Guarantee which is Single Member Company - Incorporation


I have an incorporation that is a “Limited By Guarantee”.

It has one single Guarantor (e.g. ‘Joe Bloggs’), who acts as the Guarantor across two Guarantee Classes (‘Guarantee Class A’, and ‘Guarantee Class B’.

Therefore, this company is a “Single Member Company”.

The Register of Members is also held on the Public Register at Companies House, and so the new StateSingleMemberCompany element needs to be true.

However, upon submission of this incorporation, I get the error “Error Raised By: CompanyIncorporation / Number: 9999 / Type: fatal / Location: / The Single Member Statement cannot be true. There is more than one member provided.”

According to the latest incorporation schema (CompanyIncorporation-v3-0-rc2.xsd), it states that the Guarantors element needs to be duplicated/repeated for each Guarantor.

However, unlike the Subscribers section, where we output the subscribers details once, i.e. Forename, Surname, Address, etc, and then repeat the Shares element to show each share class they may hold (e.g. one subscriber holds shares in two different shares classes), this functionality is not applied for a Guarantor according to the CompanyIncorporation-v3-0-rc2.xsd schema. For a Guarantor, their details, and AmountGuaranteed get listed for each Guarantee Class they hold.

Therefore, using my example above, Joe Bloggs details would be repeated twice to show he acts as Guarantor in two separate Guarantee Classes.

If you can please have a look into this issue.

Many thanks

Hi @clo

That’s an interesting scenario.

We would not compare members’ names and even if they were the same could not assume they were the same person, so would assume there are > 1 members, hence the error.

I will pass this on to a policy advisor.

Nigel Preece

Hi Nigel,

Thanks for this.

Well, your system does support “Single Member Company” but only when it is using Shares, i.e. Subscribers. So a total of one subscriber who has shares in two or more share classes. In this case, we only send down the subscriber details once using the Subscribers element, and then list out the share classes they have shares in within the Shares element by repeating this x number of times.

Whilst how the Guarantors section works, is the opposite of this. The schema says we output the Guarantor’s details each time they hold a different Guarantee Class. Therefore, if one Guarantor is in two or more Guarantee Class, we repeat the whole Guarantors element each time for this single Guarantor.

Basically, your system does a count on the number of times the ‘Subscribers’ or ‘Guarantors’ element is outputted. If more than once, then it cannot be a Single Member Company. However, as the schema logic works differently between these two sections, this rule doesn’t work when applied to Guarantors.

If you can please let us know what your and the policy advisor thoughts are on this.

Many thanks

Hi @clo

We will look at this scenario post June.

If you do have this scenario, I’m afraid you will have to file it on paper for now.

Hopefully it is a rare occurrence.


Nigel Preece