A company limited by guarantee is a legal structure designed specifically for non-profit organizations in Nigeria. It is ideal for advanced areas of learning such as institutes, academies, research bodies, charitable organizations, or social enterprises. Unlike regular companies, these entities reinvest profits into achieving social, educational, or charitable objectives instead of distributing them to members or shareholders.
This guide walks you through the full step-by-step process, legal requirements, timeline, and benefits of registering a company limited by guarantee in Nigeria.
Table of contents
Step-by-Step Process for Registering a Company Limited by Guarantee in Nigeria
Step 1: Name Reservation
- Your proposed name must end with “LTD/GTE” to indicate it’s a guarantee company.
- Submit two unique names to the Corporate Affairs Commission (CAC) for approval.
- Ensure the name is not identical or similar to an existing registered entity.
- Cost: ₦5,000 for name reservation.
Step 2: Minimum Number of Guarantors
- A minimum of two guarantors is required.
- Guarantors pledge a specific nominal amount to be paid if the company is ever wound up.
- At least one guarantor must be a Nigerian resident.
Step 3: No Share Capital
- Companies limited by guarantee do not issue share capital.
- Instead, guarantors commit to contributing a fixed amount toward liabilities during winding up.
Step 4: Prepare and Submit Required Documents to CAC
Submit the following documents to CAC:
- Company Objectives (e.g., education, charity, health, research)
- Guarantor and Director Details (names, addresses, ID, passport photos)
- Statement of Guarantee (showing pledged amount per guarantor)
- Memorandum & Articles of Association (adopted or customized from CAC templates)
Step 5: Attorney General’s Consent & Ministry Letter
Attorney General’s Consent
- Apply to the Attorney General of the Federation for consent.
- If no response is received within 30 days, you must publish a notice in three national newspapers inviting objections.
Letter of No Objection
- Obtain this from the relevant government ministry based on your organization’s focus.
- E.g., Ministry of Education for a learning institute.
Step 6: Final Approval by CAC
- Submit all approvals and compliance documents to CAC.
- Upon verification, CAC will issue the Certificate of Incorporation and other registration documents.
Key Registration Information
| Requirement | Details |
|---|---|
| Proposed Names | Two unique names ending in “LTD/GTE” |
| Guarantors | Minimum of two; one must reside in Nigeria |
| Contact Info | Company address, phone number, and email |
| Director & Guarantor IDs | Valid IDs, passport photos, signatures |
| Statement of Guarantee | Shows how much each guarantor will contribute |
| Memorandum & Articles of Association | Defines structure, powers, and governance |
| Attorney General’s Consent | Required before registration is finalized |
| Letter of No Objection | From the relevant supervisory government ministry |
Can Foreigners Register a Company Limited by Guarantee?
Yes, but the following conditions apply:
- Minimum Guarantee: ₦100 million
- Proof of Incorporation: Must present valid documents from home country
- Federal Registration: Must be registered with the Federal Ministry of Budget & National Planning
Timeline for Registration
Registration typically takes 3 to 9 months, depending on:
- The Attorney General’s response time
- Completion and accuracy of submitted documents
- Ministry approval processes
Benefits of Registering a Company Limited by Guarantee
- Limited Liability: Guarantors’ personal assets are protected from company debts.
- Membership Flexibility: Members can join or exit more easily than with share-based companies.
- Legal Recognition: Can sue, be sued, own assets, and enter contracts.
- No Capital Requirement: Reduces financial burden during startup.
- Tax Reliefs: Potential for tax exemptions or reductions if used for charitable or educational objectives.
Conclusion
A company limited by guarantee is the ideal structure for non-profits, NGOs, and social impact ventures in Nigeria. While the registration process requires patience and careful documentation, the long-term advantages — such as limited liability, legal autonomy, and tax benefits — make it a worthwhile path for mission-driven organizations.
Need Expert Guidance?
Let us handle the complexities for you! Tcorporate Legal Advisory offers seamless support for the entire registration process — from documentation to CAC filing and ministry approvals.
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Written by: Tabitha Uwakeme
Principal Partner, Tcorporate Legal Advisory
