REGISTRATION OF A COMPANY LIMITED BY GUARANTEE (LTD/GTE}

REGISTERING A COMPANY LIMITED BY GUARANTEE (LTD/GTE) IN NIGERIA

A Company Limited by Guarantee (Ltd/Gte) is a company established primarily to promote commerce, art, science, religion, sports, culture, education, research, charity, or similar objects. Unlike regular companies, it does not distribute profits to its members.

According to Section 26(1) of the Companies and Allied Matters Act (CAMA) 2020, while a Company Limited by Guarantee is a profit-making entity, its profits must be reinvested into the business solely towards the promotion of the objects and cannot be distributed to its members. Its name must end with “Limited by Guarantee” or the abbreviation “Ltd/Gte.”

MEMBERSHIP AND LIABILITY IN A COMPANY LIMITED BY GUARANTEE

Since a Company Limited by Guarantee does not issue shares, it has no shareholders but only members. Each member will undertake to contribute to the company’s assets with a minimum contribution of N100,000 (One Hundred Thousand Naira) in the event the company winds up.

The Liability of each member shall not exceed the amount they agree to contribute in case of winding up.

HOW TO REGISTER A COMPANY LIMITED BY GUARANTEE IN NIGERIA

RESERVATION CODE APPLICATION AND NAME RESERVATION

The first step to registering an incorporated trustee is to apply for the reservation code and reserve one of the proposed names on the Corporate Affairs Commission (CAC) Portal. The promoter is expected to suggest three names and each of the proposed names must end with “Limited by Guarantee” or the abbreviation “Ltd/Gte”. If any of the names is available and registrable, it will be reserved accordingly by the CAC.

At the point of applying for the reservation Code, the promoter is expected to fill in information regarding the Company, its members and Directors which will include but not limited to:

1. Proposed Name of the Company (Two (2) or Three (3) Names are to be submitted for approval)

2. Particulars of the Company: (a) The Registered Office Address (b) Email Address (c) Phone Number

3. Objects of the Company

4. Details for the Memorandum and Articles of Association

5. Particulars of all the Members, Directors, and Secretary:
a. Full name
b. Address
c. Email Address
d. Phone number
e. Date of Birth
f. Occupation etc.

6. The amount to be guaranteed by the members (Statement of Guarantee)

The Promoter will also be required to upload relevant documents such as Identity Cards, E-signatures, among others.

ATTORNEY-GENERAL’S CONSENT

Upon the name reservation, the promoters will be required to obtain the consent of the Attorney-General of the Federation for the Company to be registered. This consent is typically granted within 30 days, unless there are objections to the company’s objects or additional documents are requested.

If the AGF fails to grant approval after all required documents have been submitted, the promoters must advertise the application in three national newspapers and invite objections. If no objections arise within 28 days, the Corporate Affairs Commission (CAC) will issue a second advertisement. After another 28 days, the CAC may proceed to approve the registration.

PAYMENTS & SUBMISSION

After obtaining the Attorney-General’s Consent or the CAC approval as stated above, the Promoter is required to make payments of the requisite fees and submit the application.

REGISTRATION APPROVAL

Upon due registration of the Company, a Certificate of Incorporation will be issued by CAC together with the Status Report detailing the Company’s information and the duly stamped Memorandum and Articles of Association.

CONCLUSION

Registering a Company Limited by Guarantee in Nigeria requires compliance with the provisions of the Companies and Allied Matters Act 2020, particularly obtaining the Attorney-General’s consent and ensuring that profits are reinvested into the company’s objects. Given the complexity of the registration process, it is advisable to engage the services of an accredited agent to ensure a smooth and seamless registration process.

 

By the Company Secretarial and Regulatory Compliance Department of Aekley Solicitors, Nigeria.