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:

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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.

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.

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. 

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.

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 does not have shares or shareholders but members who guarantee a certain amount towards the company’s liabilities in the event of insolvency. Members do not contribute capital unless the company is winding up.

It shares many features with private companies limited by shares, including legal independence, and the ability to own assets, and employ staff.

This structure is commonly used by charities, non-profits, public sector bodies, and organizations that don’t require significant capital or intend to reinvest profits.

While it can run profit-making businesses, a company limited by shares is typically more suitable for such ventures due to its financial flexibility.

A company limited by guarantee differs from a company limited by shares primarily in terms of ownership and liability. In a company limited by guarantee, there are no shareholders; instead, it has members who guarantee a specific amount to be paid if the company is wound up.

These companies are typically used for non-profit or charitable purposes, and members do not contribute capital unless the company faces insolvency.

In contrast, a company limited by shares has shareholders who own the company by holding shares. Shareholders invest capital into the business and may receive dividends from profits. Their liability is limited to the amount unpaid on their shares, meaning they risk losing only what they've invested.

Company guarantors are individuals (or corporate bodies) who agree to become members of a limited by guarantee company, promising to pay a fixed sum of money (a ‘guarantee’) in the event that the company cannot pay its debts, and making important decision about how the company is run.

Generally, guarantors do not take any profit, because surplus income is instead used for the good of the company and its non-profit or charitable aims.

Almost anyone can be a company guarantor (member), including individuals, groups of people, and other companies and organizations.

There are no restrictions based on age or qualifications unless you include such provisions in the articles of association. However, anyone who becomes a member must, of course, be able to fulfill the financial and decision-making obligations of a company guarantor.

Unless the company’s articles of association state to the contrary, you must have a minimum of one member (guarantor) and one director to set up a limited-by-guarantee company, and there is no upper limit. The same person can hold both positions, or you can appoint different people to each role.

A company guarantor can also be a director of the same company, on condition that the individual is at least 16 years old and is not subject to the restrictions of director disqualification, bankruptcy, or a Debt Relief Order.

The main reason to set up a company limited by guarantee is to provide financial protection to people who run a charity, community project, or some other form of non-profit venture.

By operating through a company, members have limited personal liability for the debts of the enterprise. Additionally, some funding bodies and charity regulators require charities and non-profits to be registered as a company.

To set up a limited-by-guarantee company, you need to file an application to incorporate at CAC. You can do this online through SPlashDict, using our tailor-made Limited by Guarantee package.

As an accredited CAC agent, our experienced team is on hand to provide help and advice throughout the registration process and beyond.

Your application will be reviewed by us before electronic submission to CAC, reducing the risk of rejection. Once approved, you will receive copies of your new company documents and you can begin trading at any point thereafter.

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.