Company Limited by Guarantee Incorporation

80,000.00

Incorporation of Guarantee Company (Ltd/Gte) in Nigeria

This type of company is a non-profit organization, similar to an Incorporated Trustee, but it is registered as a company with the CAC.

A guarantee company entity is often used by charities, but not all companies limited by guarantee are charitable. Other common uses for this type of company are membership organizations and clubs, including sports associations.

It has members instead of shareholders, and its activities are restricted to those that are set out in its memorandum and articles of association. The company's members limited by guarantee are not liable for the company's debts, but they may be required to contribute to the company's assets if it is wound up.

Upon completing the order, you’ll be redirected to submit your information to process your registration.

  • Compare our Limited Company Formation Packages:

    Standard Package
    Pro Package

    LTD/GTE Incorporation (Standard Package)

    Our Standard package is a cost-effective solution to get your company up and running with all the essential formation documents.

    Includes:

    • Nigerian Private Company Limited by Guarantee Registration with the CAC
    • CAC Filing Fees Included: All registration costs are covered, with no extra charges.
    • Digital Delivery of Incorporation Documents: Certificate of Incorporation, Memorandum and Articles of Association (MEMART), and Status Report.
    • Tax Identification Number (TIN): Issued upon incorporation.
    • Delivery Time: 3 to 7 business days.
    • Support: 24/7 access to online customer support.

    LTD/GTE Incorporation (Pro Package)

    The Pro package offers comprehensive services, providing advanced incorporation features and ongoing support.

    Includes Everything in the Standard Plan, Plus:

    • 1-Year Company Secretarial Support: Ongoing assistance with statutory requirements and filings.
    • Company Seal: A physical seal for authenticating official documents.
    • Share Certificates: Printed share certificates for shareholders.
    • Printed Documents: Hard copies of all registration documents.
    • First Board Meeting Minutes: Documentation for your initial board meeting.
    • Company Registers: Digital and printed registers with first entries for shareholders, directors, and officers.
    • VAT Registration: Our experts will register your company for VAT if required.
    • Bank Account Setup Assistance: Support with opening Nigerian business bank accounts.
    • Maintenance of Statutory Books: Ongoing management of mandatory records and filings.
    • Priority Customer Support: Faster response times and personalized assistance.

    Choose from our two company incorporation packages:

    * 

Register your Guarantee Company in Nigeria

Here's how SplashDict's team of CAC-accredited consultants can help:

  • Trustee Registration: Nigerian Incorporated Trustees Registration with the CAC.

  • Documentation Preparation: Our experts handle all necessary registration documents.

  • Trustee Name Search and Reservation: We check availability and secure your desired Entity name.

  • CAC Filing Fee Included: No hidden costs, everything is included in the package price.

  • Minutes of Meeting: We'll provide meeting minutes appointing the first trustees.

  • The constitution: We'll assist in working on the Association's constitution. 

  • Newspaper Publication: We handle the mandatory public notice publication in two national dailies, including details of the association and trustees.

  • Submission and Processing: We ensure all requirements are met and manage the submission process for efficient approval by the CAC.

  • Tax Identification Number (TIN) Assistance: Issued upon incorporation.

  • Essential Documents Delivery: Receive your Certificate of Incorporation, Approved Constitution, and Status Report.

  • Company Secretarial Support: Ongoing assistance with statutory requirements and filings.

Our Process

Experience a hassle-free registration process with SPlashDict:

Choose a Package

Select a package, add to cart, and complete secure online payment.

Provide Information

Fill out our simple online form with your business details.

We Process Your Application

We'll prepare and file the necessary documents with the CAC.

Receive Documents

Get your completed business entity package.

Features of Company Limited By Guarantee (Ltd/Gte)

How Does a Guarantee Company Work?

  • Non-Profit Status: Similar to Incorporated Trustees, a Private Company Limited by Guarantee is established for non-profit purposes, such as charitable, religious, educational, or social activities. 

  • Guarantee of Liability: Members, known as guarantors, agree to contribute a fixed amount to cover debts or liabilities if the company winds up.

  • No Shareholders or Dividends: The company does not issue shares, and its members do not receive dividends, focusing instead on reinvesting in its objectives.

  • MEMART: Like other companies, a Private Company Limited by Guarantee is governed by its memorandum and articles of association outlining its objectives, rules, governance structure, and operational procedures.

  • Consent Requirements: Requires Registrar-General's consent or publication in two newspapers inviting objections.

  • Perpetual Succession: Incorporated Trustees enjoy ongoing stability and operational continuity, even in the face of changes in membership.

  • Prefix: Name includes "Incorporated Trustees of [Your Preferred Company Name]" on the certificate.

  • Non-Profit Nature: Established for charitable, religious, educational, or social purposes without the intention of making profits.

  • Separate Legal Entity: Functions independently from its members (Trustees), allowing it to own property, sue, and be sued.

  • Limited Liability: Trustees are not personally liable for the organization’s debts; liability is limited to the organization's assets.

  • Trusteeship: Managed by a Board of Trustees responsible for governance and decision-making.

  • Perpetual Succession: Continues indefinitely, even if trustees change, ensuring continuity of the organization.

  • Constitution: Governed by a constitution outlining the organization’s objectives, governance structure, and rules.

  • Public Notice Requirement: Notices must be published in national newspapers to notify the public of its incorporation.

Requirements for Registration of Company Limited By Guarantee in Nigeria

Here are the requirements for Incorporating Guarantee Company with the Corporate Affairs Commission:

  • Proposed Company Name: Two name options for availability check and reservation with the CAC.

  • Business Nature: General description of the company’s non-profit objectives.

  • Principal Place of Business: Physical address in Nigeria. 

  • Members, Directors, and Secretary: Full details, including names, addresses, occupations, and identification. The same person can serve as both a guarantor and a director.

  • Memorandum and Articles of Association (MEMART): Document outlining the company's objectives, rules, and including a property and contribution clause of at least ₦100,000 for winding up.

  • Attorney General's Authorization: Apply for AGF approval to register. If no decision is made within 30 days, place a notice in three national newspapers for public objections.

  • Common Seal: A physical seal for your organization. 

Guarantee Company Incorporation Package

Find the best package to start your Trust:

Guarantee Company Incorporation (Standard)

₦25,000

  • Nigerian Private Company Limited by Guarantee (LTD/GTE) Incorporation with the CAC

  • CAC Filing Fee Included: All registration costs are covered, with no additional charges.

  • Public Advertisement: Notice published in two national newspapers.

  • Documentation: Minutes of the meeting appointing the first trustees.

  • Digital Delivery of Incorporation Documents: Includes the Certificate of Registration, Constitution, and Status Report.

  • Tax Identification Number (TIN): Issued upon incorporation.

  • Delivery Time: 20-40 business days.

  • Support: 24/7 access to online customer support.

Guarantee Company Incorporation (Pro)

₦50,000

Includes Everything in the Standard Plan, Plus:

  • 1-Year Company Secretarial Support: Ongoing assistance with statutory requirements and filings.
  • Business Seal: A physical seal for authenticating official documents.
  • Printed Documents: Hard copies of all registration documents.
  • VAT Registration: Our experts will register your company for VAT if required.
  • Bank Account Setup Assistance: Support with opening Nigerian business bank accounts.
  • Priority Customer Support: Faster response times and personalized assistance.

Benefits of Incorporation of Company Limited By Guarantee

LTD/GTE offers several advantages including: 

  • Legal Recognition: Incorporation establishes the company as a separate legal entity, allowing it to operate independently of its members.

  • Limited Liability: Members' liability is limited to the amount they have guaranteed to contribute if the company is wound up, protecting personal assets.

  • Public Trust and Confidence: Being a registered entity enhances the organization's credibility, fostering trust among stakeholders, donors, and partners.

  • Access to Funding: Guarantee Companies may be able to access grants, donations, and other forms of funding more easily than unincorporated associations. 

  • Perpetual Succession: The company continues to exist even if members change, ensuring continuity and stability. 

  • Exclusive Name Protection: Secures your organization's name, preventing similar names from being registered by others.

Why Choose SplashDict for CAC Guarantee Company Registration?

We streamline your Trusteeship setup process with efficient service.

Expert Team

Our team of Chartered Secretaries ensures seamless business setup.

CAC-Accredited Agents

Our team of CAC-accredited agents ensures seamless and compliant registration.

Transparent Pricing

Clear and upfront pricing with no hidden fees.

Fast & Efficient

Experience fast and easy registration with our streamlined online platform.

Secure & Reliable

Robust security measures protecting your data and documents.

Dedicated Support

Receive continuous support from our team throughout and beyond the registration process.

FAQs

Frequently asked questions about Incorporation of Company Limited By Guarantee (Ltd/Gte) in Nigeria:

A private company limited by guarantee is a type of company, which does not have any shares or shareholders. Instead, it has members who provide a guarantee in relation to the capital of the company.

Whilst the company is a going concern, the members do not contribute any capital to the company in their role as members.

However, upon an insolvent winding up, the members may have to make a contribution to the liabilities of the company up to the maximum of a predetermined amount specified in the Articles of Association. This is usually a relatively small sum.

The majority of the features of a company limited by guarantee are the same as those of a private company limited by shares. It has an independent legal capacity. Accordingly, it can enter into contracts in its own right, own property, and other assets, and employ individuals.

The key difference is that a Company Limited by Guarantee does not have share capital or shareholders. Instead, it has guarantors who are only liable for a nominal amount if the company is wound up.

In contrast, a Company Limited by Shares has shareholders who own shares and receive dividends.

(a) Independent legal capacity.

(b) No share capital.

(c) No liability for members to contribute capital while the company is a going concern.

(d) Upon an insolvent winding up, the member’s liability is limited to a predetermined sum.

(e) The company may be able to exclude the word ‘limited’ from its name. 

Companies limited by guarantee are often used by charities, other non-profit organizations (such as sports clubs, workers co-operatives, and membership organizations), property management companies, public sector bodies (set up by central or local government to manage all or part of their functions), trade associations and research bodies.

They are commonly used where the organisation:

(a) does not need a significant amount of capital,

(b) does not intend to distribute the profits but will instead re-invest them in the organisation to promote the organisation’s objectives, and

(c) wishes to have the benefit of limited financial liability (for example, when entering into contracts) and a clear structure for running and managing the organization.

A company limited by guarantee may be set up to run a profit-making business in which the guarantors will keep the profits. However, the structure of a company limited by shares is likely to be more suitable for this purpose as it is more flexible from a financial perspective (for example, with regards to raising finance) and will be more familiar to third parties (for example,  banks). 

A private company limited by guarantee is owned by its members. Any legal person (for example, individuals, companies, or LLPs) may be a member. Where the Articles of Association permit, a minor may be a member.

A company limited by guarantee must have at least one member. 

A company limited by guarantee must have at least one director.

The first directors of a company limited by guarantee are those specified in the company formation documents when it is incorporated.

The Articles of Association will contain provisions relating to directors including any rules relating to such matters as their appointment, termination and payment.

If the Attorney General does not respond within 30 days, the promoters must place a notice in three national newspapers inviting public objections. If no objections are raised, the company can proceed with the incorporation process.

In order to complete an Application form to register a company limited by guarantee, SplashDict will require the following information:

(a) Directors - The names and addresses of the director(s). The application must include their countries of residence, nationality, date of birth, addresses, and occupations.

(b) Guarantors  / Members - The names and addresses of guarantor(s).

(c) Company secretary - The names and addresses of any company secretary.

(d) People with Significant Control over the company (PSCs) - The names and addresses of any PSCs and information regarding the nature and extent of their control.

(e) Company name - The name must not be the same as or similar to the name of a company already on the Companies Register. In addition, it should not be misleading or offensive.

(f) Registered office – The formally registered office address of the company for correspondence and legal documents.

(g) Statement of guarantee - The amount of the guarantee given by each member of the company.

(f) Objectives and Nature of Business - Specify whether it is established for charitable, educational, social, cultural, or other non-profit objectives.

(g) Memorandum and Articles of Association - Document outlining the company's objectives, rules, governance structure, and operational procedures. 

All limited companies must have a Memorandum of Association.

The Memorandum of Association of a company limited by guarantee is now a very simple document. In relation to new companies, it now usually only states the name of the company, the name of the subscriber to the memorandum of association (or, where there is more than one, each of them), a statement that they agree to become a member of the company and the date.

In older companies, the Memorandum of Association is likely to be longer. In particular, it is likely to contain a series of provisions setting out the objects of the company and related powers to manage it and short statements as to the capital of the company and the liability of its members. Equivalent provisions are now contained in the Articles of Association of new companies. 

All limited companies must have Articles of Association.

The Articles of Association of a company limited by guarantee contain a range of provisions relating to the running and management of the company. This may include, provisions relating to directors’ powers and responsibilities, decision-making by directors, the appointment of directors, becoming and ceasing to be a member, the organization of general meetings, voting at general meetings, administrative arrangements, and directors’ indemnity and insurance.