Overview of Company Limited By Guarantee Incorporation

A company Company Limited By Guarantee (Ltd/Gte) is just a limited company, but with the obvious difference to the usual company entity of there being no share capital. The company’s members are guarantors rather than shareholders.

This form of company entity is often used by charities, but not all companies limited by guarantee are charitable in nature. Other common uses for this type of company are membership organisations and clubs, including sports associations.

Such type of company has a separate legal entity and can carry out various activities in the name of the business such as borrowing credit, employing human resource, buying or selling of property, etc. It is less likely to be used by a normal trading business, as profits cannot be distributed to members by way of a dividend.

Features of Private Company Limited By Guarantee Incorporation

Here are some of the salient features of Company Limited By Guarantee (Ltd/Gte):



In a company limited by guarantee, there are no shareholders, but the company must have one or more members.


Not for profit

Guarantee companies are not formed for profit-making, but they are as well not baned from issuing profits by any law. However, there are restrictions to how the profits and assets are distributed when the company is running or when the company is in any sort of problem.


Separate Entity

A Company Limited By Guarantee (Ltd/Gte) is separate from its owner and is considered as a unique legal entity. The approach signifies that the company is deemed to be responsible for its debts it has amassed.



Since this business structure would hold the company responsible for any of the debt taken by the company, the personal assets of the owner/shareholder are protected. They need to pay the amount as mentioned in the guarantee and that too only in the event of the company’s insolvency.



Company limited by guarantee should include the suffix ‘’LTD/GTE’’ in its name. This word gives a kind of trust to clients and investors.



A minimum of one director and one guarantor are mandatory for the establishment of the company. It is also possible that the same person handles the mantle of both a guarantor and a director.


No share capital

This type of company cannot have a share capital, limiting its fund-raising capacity because it does not give shares to those who join or support it.


Winding Up

Upon the winding-up of a company LTD/GTE, any part of the company’s funds or assets which is left over, after discharging all its debts and liabilities, shall not be distributed among the members, but shall be transferred to another similar company with similar objects or other charitable purposes determined by the members prior to its dissolution.


Attorney General

The Attorney General of the Federation is required to grant approval for the incorporation of a Ltd/Gte where there are no objections or other cogent reasons for refusal.


Memorandum & Articles (M&A)

The Memorandum & Articles constitutes a contract between the company, each member and between the members themselves as well. The objects of a Company Limited by Guarantee (Ltd/Gte) as set out in the Memorandum are usually charitable in nature or for the fulfilment of some social need.

Benefits of Company Limited By Guarantee Incorporation

The key benefits of a Ltd/Gte Registration are listed below:

  • Opening a Company Limited by guarantee Nigeria can be incredibly beneficial – particularly if your organisation is not-for-profit (such as a sports club or private members’ club).
  • A guarantee company is a separate legal entity from its guarantor which makes the company liable for its own debts. Individual members are almost totally protected against liability.
  • The liability of the members/ guarantors of a guarantee company is limited only to the extent of the guarantee provided by them, therefore, they cannot be held personally liable for the debts of the company.
  • Entities which are limited by guarantee do not have shareholders nor shares; instead, they are owned by one or more guarantors who agree in advance to pay a set amount of money towards any debts accrued by the firm.
  • By registering a company limited by guarantee, you are essentially creating a separate legal entity that can enter into leases, hold property and even employ people in its own name.
  • Can be invaluable for charitable organisations seeking to accrue funding, as most funding bodies will consider a company to have more stability and structure than standard voluntary organisations.
  • Having a company with a limited status helps to create trust among potential customers or clients - its professional accreditation can go some way towards helping your company limited by guarantee achieve its goals and objectives.
  • They can take or defend legal proceedings in its own name.

Requirements for registering a Private Company Limited by Guarantee in Nigeria

You'll have to provide the following details upon Submission;

  • The name of the Guarantee company - 2 names (A name availability check will be conducted at the CAC and when one of the 2 proposed names is available, the name will be reserved).
  • The general nature of the business of the Guarantee company;
  • The principal place of business of the Guarantee company;
  • At least 1 director who is ordinarily resident in Nigeria
  • At least 1 member
  • Qualified Company Secretary
  • Constitution (Memorandum & Articles of Association) setting out the objects and by-laws.

Where the above requirements have been complied with, the CAC shall within 40 days of the submission of the application register the Guarantee company and issue a digital certificate of incorporation stating the name, date, and registration number of the Ltd/Gte.

What's included?

Here are some of the features to expect from our Company Limited By Guarantee Incorporation Packages.

  • Accredited Consultants: Our consultants are fully accredited by the Corporate Affairs Commission with several years of industry experience.

  • Private Company Limited by Guarantee: Your new organization will usually be formed within 20 to 60 working days; when your new company gets approved by the corporate affairs commission (CAC), you can start trading immediately.

  • Corporate affairs commission (CAC) Filing Fee Included: CAC charges a filing fee for company incorporation. This is included in the package price, so what you see is what you pay - there are no hidden costs.

  • FREE Business Bank Account from one of our banking partners: We provide a choice of up to 8 business bank or payment institution accounts including; GTB, UBA, First Bank, Access Bank, Standard Chartered, etc. 

  • Digital delivery of documents: As soon as your company is registered at CAC, we will deliver a full set of company documents to you by email, including; Certificate of Incorporation, Memorandum & Articles of Association, Share Certificate, and Minutes of First Board Meeting.

  • Digital storage of Documents: We store your documents safely online and can be requested for free whenever you need them. Unlike on CAC portal, where you'll pay to get your documents after 7 days of registration. 

  • Support for the drafting of MEMART: Memorandum of Association and Articles of Association are the two basic documents required in the process of Private Company Incorporation. Our drafting service can provide either a whole new set of company articles or clauses to be inserted into existing articles of association for particular purposes.

  • VAT Registration: Allow our highly trained staff to handle the formalities of your VAT registration. It gives the ability to claim back VAT on goods and services purchased by the company. VAT registration also enables deals with suppliers and customers who are not willing to deal with companies that are not VAT-registered.

  • PAYE Registration: PAYE registrations are compulsory for all businesses that employ people and pay them monthly salaries.

    Avoid potential complications by allowing our highly trained staff to take care of the registration and administration on your behalf. Our team can handle tax registrations, calculation assistance, monthly declarations, and twice-annual reconciliations.

  • Free .com or Domain Name: We have partnered with one of Nigeria's leading domain name providers to offer you a free .com or domain name for 1 year, and help establish the online presence of your new business.

Why choose SplashDict?


Register on our platform in 5 minutes - we'll then prepare and file all the necessary documents.


100% digital processes - ensuring smooth delivery, from anywhere, anytime.


Founders can always rely on us to securely manage their confidential information—safe from any unauthorized and prying eyes.

Transparent pricing

No hidden fees, no bad surprises - helping you plan ahead.

Our Process

Make Payment Online

Add the product to the cart below, then proceed to checkout and complete the secured online payment.

Tell us about your business

Come up with a name for your business and Answer a few questions. Our easy online form can be completed in just 5 minutes or less.

We'll process Application

Based on the information you provide, We will process and file the documents.

Receive your documents

Once your incorporation documents have been approved by the Federal Ministry, you will receive your completed business entity package by e-mail/mail.

Frequently Asked Questions (FAQs)

You can find some of our most frequently asked questions below;

A company limited by guarantee is a company that does not have shareholders. Instead, it is owned by a group of members known as guarantors who all agree to pay a certain amount of money when the company gets into any problems. The profits earned by this sort of organization are reinvested for different purposes in the organization.This type of company has a different lawful identity; it is responsible for hiring human resources, borrowing credit, purchasing and selling property, and defending a lawsuit. This type of organization drafts a memorandum of association.
A company limited by guarantee has a business structure that is incorporated with CAC, one or more members called guarantors run it, is managed by one or more directors, it is responsible for its debts and exists as a legal person that is separate from its guarantors and directors.The limited by guarantee company is another term for a non-profit organization or charity. People who control it generate income for non-profit purposes instead of personal gain.This type of company is prevalent in the UK; they are formed to protect the assets of non-profit organizations, unions, and membership organizations. Guarantee companies are a preferred choice for property management companies created to hold an interest in property divided into units.
The main difference between a company limited by guarantee and one limited by shares is that the liability of shareholders is limited to the amount unpaid on shares, whereas the liability of guarantors (the members of a company limited by guarantee) is limited to the amount that they guaranteed.Members cannot receive dividends, and will usually be involved due to their commitment to the company’s objectives, rather than to benefit financially.The memorandum and articles will usually differ from those of the standard share capital company and will generally include a defined list of specific objectives, and also a clause that prohibits the distribution of surplus profits.The balance sheet of a company limited by guarantee will be the same as that of a company limited by shares, apart from the fact that it will have no share capital.The usual rules about related parties will apply, and the director(s) will be related parties in the usual way. Whether or not a member falls into the definition of related party will depend on the circumstances.Payments to members can only be by way of remuneration, as no dividends are possible.If the company is a charity, the members may also be trustees, and there are of course rules about payments to trustees.
A company limited by guarantee is made up of members and directors. The company itself is responsible for its debts as it is a district legal entity from its guarantor. Members' assets are protected since they are not personally liable for any of the company's debts. Members are only supposed to pay the agreed amount as per their guarantee only in the event of the company's insolvency.Any corporate body or person can be a guarantor as only one director, and one member must establish the company. The same person can assume both positions when starting the company, but multiple members are allowed.Guarantee companies are for non-profit purposes; all the profits generated from the company are reinvested in the company to promote all its activities. All guarantee companies must include the word limited in their names as the word gives trust to clients and investors.
Guarantee companies are used when non-profit organizations need to enter into a lease, purchase supplies, or employ staff.Guarantee companies are not the right choice for businesses as there is limited capital and the day-to-day activities of the companies are financed by members; all profits made are put back into the company so that it can be able to fulfil all of its goals as described in the articles.
It usually takes 30-40 business days for the Company Limited by Guarantee (Ltd/Gte) Registration in Nigeria.Name Search: 6 - 24 hours from submission. Attorney General's consent: Within 30 days. Else, 3 Newspaper publications with no objection in 28 days. Grant of Certificate of Registration: 15 - 50 Days from filing. Total time: Approximately 20 - 60 days.