Guarantee Company Incorporation

Private Guarantee Company (Ltd/Gte) Incorporation

₦150,000.00

Register Your Private Company Limited by Guarantee in Nigeria with SplashDict

A private guarantee company is a corporate structure where members' liability is limited to the amount they guarantee to contribute in the event of the company's winding up. SplashDict simplifies the registration process, ensuring full compliance and a solid foundation for your organization.

  • Private Company Limited by Guarantee Registration with CAC.
  • Tax Identification Number (TIN) included.
  • Receive Certificate of Company Incorporation.
  • Receive CAC Status Report.
  • Receive approved Memorandum and Articles of Association (MEMART).
  • Receive Company Register with Initial Entries.
  • Free Nigerian Bank Account Referral.
  • Processing Time: 30 to 40 business days turnaround.

 

Key Features of a Private Guarantee Company

  • Limited Liability of Members: In a Guarantee Company, members’ liability is limited to the amount they agree to contribute to the company in the event of its winding up, but not beyond that amount.

  • Separate Legal Entity: The company is a separate legal entity from its members - it can own assets, incur liabilities, and enter contracts in its own name.

  • 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.

    They do not distribute profits to their members, instead, any surplus funds are used to further the objectives.

  • No Share Capital: Unlike other company types, a Guarantee Company does not issue shares. It operates based on the members' guarantee to contribute a fixed sum if the company is wound up.

  • Ownership and Structure: The company is owned by its members, referred to as guarantors, rather than shareholders. A minimum of one director and one guarantor is required to form the company. The same individual can serve as both guarantor and director.

  • MEMART: The company is governed by its Memorandum and Articles of Association (MEMART), which outlines its objectives, rules, governance structure, and operational procedures.

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

  • Name Suffix: The company name must include the suffix "Ltd/Gte" to denote its status as a Private Guarantee Company.

  • Regulatory Compliance: A Guarantee Company must comply with regulatory requirements, including filing annual returns and maintaining proper accounting records.

Requirements for Private Guarantee Company Incorporation

  • Proposed Company Names: Provide at least two options for your company name (primary and alternative).

  • Principal Business Activity: State and describe the principal activity or activities the company will engage in, classified under business objectives.

  • Registered Office Address: Provide a physical address in Nigeria for official correspondence, along with the head office address if it differs from the registered office.

  • Articles of Association: Outline the internal rules governing the company’s operations, including the management structure, rights, and obligations of directors and members. (We can provide this)

  • Objects of Memorandum: Outline the company's objectives, rules, and including a property and contribution clause of at least ₦100,000 for winding up. (We can provide this)

  • Particulars of Secretary (Optional for Small Companies): Details include - Full name, Address, Valid identification, Signature, etc. Private companies (other than small companies) are required to appoint at least one secretary.

  • Particulars of Director(s): Details include - Full name, Address, D.O.B, Gender, Occupation, Valid identification (e.g., National ID, Driver’s License, Passport, or Voter’s Card), and Signature.

    Only small companies may appoint only one director. Every company that is not a small company must appoint at least two directors.

  • Particulars of Persons with Significant Control (PSC): Details of individuals or entities that hold more than 25% of the company’s shares or voting rights, or otherwise exert significant influence over the company. 

  • Particulars of Guarantors / Members: Details include - Full name, Address, Occupation, Valid identification, and Signature. At least one (1) member is required (maximum of 50).

  • Statement of Guarantee: Each guarantor must state the amount they guarantee to contribute upon winding up of the company.

  • Attorney General's Authorization: The AGF approval is necessary for registration. If no decision is made within 30 days, a notice will be placed in three national newspapers for public objections.

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Benefits of Private Guarantee Company Registration

  • Limited Liability Protection: Members' liability is limited to the amount they agree to contribute in the event of winding up, protecting personal assets.

  • Tax Benefits: Eligible for tax exemptions and relief, with liability only arising for commercial activities exceeding VAT thresholds.

  • 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. 

  • Protection of Company Name: Registration protects the company name, preventing other entities from using it within Nigeria.

Discover Company Registration Service

Register your Private Guarantee Company in Nigeria

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

  • Company Registration: Nigerian Company Limited by Guarantee Registration with the CAC.

  • Documentation: We handle all required registration documents including MEMART and First Board Meeting Minutes. 

  • Transparent Pricing: CAC registration and Filing fees are included with no hidden charges.

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

  • TIN: Tax Identification Number issued upon registration.

  • Quick Turnaround: You will receive the Certificate of Registration, approved MEMART, Status Report, and *Company Register with Initial Entries within 30-40 business days.

  • Continuous Support: We assist with future compliance and statutory needs.

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