Guarantee Company (LTD/GTE) Incorporation

NGN60,000

Register Company Limited by Guarantee (LTD/GTE) with CAC

A Company Limited by Guarantee (Ltd/Gte) is a specialized not-for-profit legal structure in Nigeria, designed for organizations with charitable, scientific, humanitarian, educational, cultural, religious, or community-focused missions.

Unlike companies limited by shares, a GTE has no shareholders, only members (guarantors) who commit to contribute a fixed amount if the company is ever wound up.

Service Fee (All inclusive):

NGN60,000

Start Private Company Limited by Guarantee (LTD/GTE) in Nigeria

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

  • Filing & Documentation: We handle filings and required documents for registration of Private Guarantee Company (LTD/GTE) with CAC.

  • Name Availability Check & Reservation: We conduct a CAC name search and reserve your preferred company name.

  • Official Confirmation: Receive Certificate of Incorporation (with Tax Identification Number), CAC Status Report, and Memorandum & Articles of Association (MEMART) for new Company.

  • Transparent Pricing: Covers CAC fees and our service fee with no hidden charges.

  • Fast Processing: Completed within 30 to 50 working day(s), depending on CAC approval.

  • Secure Document Access: Your incorporation documents are securely stored online, accessible for free anytime, no need to pay CAC for re-downloads.

  • Ongoing Support: Get expert help from our Chartered Secretary and compliance team for all regulatory needs.

Company Limited By Guarantee (Ltd/Gte) Incorporation

Why Register a Company Limited by Guarantee (LTD/GTE)?

A Company Limited by Guarantee (Ltd/Gte) in Nigeria is a non-profit entity formed for the purpose of promoting objectives like arts, science, education, or charity. It differs from other company types because it doesn't distribute profits to its members; instead, its income is used to advance its stated goals. Registration requires approval from the Attorney General of the Federation.

  • Non-profit Focus: Similar to Incorporated Trustees, the primary purpose is to pursue non-profit objectives and any income generated is used to further those objectives, not distributed to members.

  • Specific Objectives: Companies limited by guarantee are often used for specific objectives like promoting charitable causes, scitific, education, research, sports, culture, or other community-focused activities.

  • Limited Liability: Members guarantee a specific sum (at least ₦100,000) that they are liable to contribute in case the company is wound up.

    This means their personal assets are protected from the company's debts and liabilities. 

  • 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.

  • Attorney General Approval: The Attorney General of the Federation must approve the registration of a company limited by guarantee before the CAC can proceed with registration.

    The Attorney General has 30 days to approve the registration after receiving all necessary information.

  • Professional Credibility: Incorporation is essential for opening business bank accounts and building trust with funders, government agencies, regulators, financial institutions, the public, and other stakeholders.

  • Exclusive Name Rights: Your company name is protected under CAC, preventing others from using it within Nigeria.

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

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

  • Annual Compliance Requirement: Guarantee Companies must file annual returns and adhere to CAC regulations to maintain active legal status.

Requirements for Company Limited by Guarantee (LTD/GTE) Registration

  • Proposed Company Name: Two unique name options for CAC availability search and reservation.

  • Business Activity (Objects): Clear description of the company’s primary business purpose or activities.

  • Registered Office Address: The physical business address in Nigeria where the company will be located.

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

  • Memorandum and Articles of Association (MEMART): A draft document outlining the company's constitution, objectives, share capital, and internal governance rules.

    Can be customized or use CAC’s template.

  • Membership: Requires at least two initial members (individual or corporate body).

  • Particulars of Director(s): Details include Full name, Address, D.O.B, Gender, Occupation, Valid identification, Signature, and Consent to act as a director.

    At least one director (for small companies) or two for other private companies (maximum 15 directors).

  • Particulars of Initial Guarantors: Details include Full name, Address, Occupation, Valid identification, and Signature. Also provide the number of shares held, the nominal value of each share, and payment information for each share.

    Maximum of 50 Guarantors are allowed in LTD.

  • Particulars of Secretary: Details include Full name, Address, Valid identification, and Signature.

    Required for non-small companies (optional for small companies).

  • Particulars of Persons with Significant Control (PSC): Details of any individual or entity holding more than 25% ownership, voting rights, or significant influence over 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.