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A Company Limited by Guarantee in Nigeria is a type of corporate structure typically utilized by non-profit organizations, where the liability of its members is limited. The members’ commitment is to contribute a predetermined amount to the company’s assets if it’s wound up. This structure is common for clubs, charities, and similar organizations. Unlike companies limited by shares, it doesn’t have share capital or shareholders, but rather members who guarantee a fixed amount for company liabilities. This format suits entities focused on non-commercial activities with no profit distribution among members.

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FAQ

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A Company Limited by Guarantee differs from a Company with Shares primarily in structure and purpose. The former is usually adopted by non-profit organizations, with members guaranteeing a fixed amount to cover liabilities, rather than shareholders. In contrast, a Company with Shares is profit-oriented, with ownership divided into shares held by shareholders. Profits are often distributed as dividends among shareholders, which is not the case in Companies Limited by Guarantee.

Company Limited by Guarantee and Incorporated Trustees differ mainly in structure and purpose. A Company Limited by Guarantee is used by non-profit organizations, where members guarantee a contribution towards the company’s liabilities. Incorporated Trustees, however, are formed by a group of people (trustees) who come together for a common non-profit goal, often for religious, educational, literary, scientific, social development, or sporting purposes. The key difference lies in their legal and operational structures, with Incorporated Trustees typically being more suitable for groups aiming to exist perpetually, managing property and funds dedicated to their specific non-profit goals.

There is no maximum limit set by CAMA, but it states that each member shall guarantee to pay a sum not less than 10,000 naira.

To complete the registration process for a Company Limited by Guarantee in Nigeria, follow these steps:

  1. Name Reservation & Registration Application: Apply to the Corporate Affairs Commission for consent to reserve a name and begin registration. Submit two proposed company names, details of directors and secretary, company objectives, and the guarantee amount by members for winding up.

  2. Application to the Attorney General: Within 30 days, apply to the Attorney General of the Federation for authorization to register the company. If there are no objections, or no reasonable cause to refuse the application, and if no decision is made within 30 days:

  3. Public Advertisement: Place an advertisement in 3 national newspapers for 28 days, inviting public objections, if any.

  4. Complete Registration on CAC Portal: Conclude the registration process on the CAC Company Registration Portal, including document uploads.

  5. Final Approval: Await final approval from the Commission.

Yes, a director of the company can be a guarantor as well, but it is not mandatory for a guarantor to be a director.

 

No, this is impossible as CAMA states that upon winding up of the company, the remaining assets shall be transferred to a company with similar objects.

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