Unlike business organizations primarily set up to realize profits, Incorporated Trustees differ as they are typically set up not for profit.
A private company limited by guarantee is a type of company, which does not have any shares or shareholders. Instead it has members who provide a guarantee in relation to the capital of the company.
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.
As an accredited agent of the CAC, we can help with proceedings for registrations of Incorporated Trustees. Our service covers the entire process; this includes drafting all the relevant documentation, official filing fees, newspaper advertisements, official seal, etc.
Start your Non-Profit today with SplashDict!
Incorporate your Company Limited By Guarantee (Ltd/Gte) in Nigeria
Here's how SplashDict's team of CAC-accredited consultants can help:
Our Process
Make Payment Online
Add the product to the cart on the product page, then proceed to checkout and complete the secured online payment.
Tell us about your business
We'll process Application
Receive your documents
Once your registration documents have been approved by the Corporate Affairs Commission (CAC), you will receive your completed business entity package by e-mail/mail.
Why choose SplashDict?
Fast
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Packages
Find the best package to start your Incorporated Trustees Registration:
Standard
₦150,000
- Nigerian Incorporated Trustee Registration
- CAC Filing Fee Included
- Name Publication in 2 National Daily Newspapers
- Minutes of the meeting appointing the first trustees
- Digital delivery of Certificate of Registration
- Digital delivery of Status report
- Digital delivery of approved constitution
- Digital Storage of Documents
- Tax Identification Number (TIN) inclusive
- Registered in 20-40 working days
- Lifetime Support and Assistance
Premium
₦200,000
- All included in the Standard Plan
- 1-year Full Corporate Secretarial Support
- Printed Company Documents (Certificate of Registration, Constitution, Status Report)
- Special Control Unit against Money Laundry (SCUMML) Certificate
- Business Seal
- Business Bank Account opening assistance
- Free .com or .com.ng Domain Name
Requirements for Company Limited By Guarantee Registration in Nigeria
To register Guarantee Company in Nigeria, you need to provide the following details:
- 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
- Particulars of Members, Directors, Secretaries, and Trustees - full names, addresses, occupations, and means of identification.
- Constitution (Memorandum & Articles of Association) setting out the objects and by-laws.
Features of Private Company Limited By Guarantee
The essential features of Guarantee Companies are;
Benefits of Company Limited By Guarantee
The key benefits of registering your NGO, Church, Club, Mosque, Association, etc, are:
Examples of Incorporated Trusteeship
Here are the types of companies that can be registered as a Private Company Limited by Guarantee:
- Charitable Organizations: These include general charity groups and relief organizations that focus on providing aid and support to the needy.
- Educational Institutions: This category encompasses schools, colleges, and educational foundations dedicated to improving access to education and enhancing learning opportunities.
- Research Institutions: These are scientific research bodies and medical research institutes engaged in advancing knowledge and innovation in their fields.
- Professional Bodies: Associations of professionals and regulatory bodies for various professions fall into this group, ensuring standards and supporting professional development.
- Health and Medical Organizations: Health advocacy groups and medical aid organizations work towards improving public health and providing medical assistance.
- Environmental Organizations: Conservation groups and environmental advocacy organizations aim to protect natural resources and promote sustainable practices.
- Cultural and Arts Organizations: Art galleries, museums, and cultural heritage groups focus on preserving and promoting arts and culture.
- Community Development Organizations: Local development agencies and urban renewal projects work on improving community infrastructure and living conditions.
- Sports Associations: Sports clubs, federations, and athletic associations encourage participation in sports and promote physical fitness.
- Human Rights Organizations: Civil rights groups and legal aid organizations strive to protect and promote human rights and provide legal assistance to those in need.
- Social Welfare Organizations: Homeless shelters and child welfare groups provide essential services to vulnerable populations, including housing and child protection.
- Advocacy Groups: Women’s rights organizations and social justice advocacy groups work towards achieving equality and justice for marginalized groups.
- Youth Development Organizations: Youth empowerment programs and educational mentorship initiatives support the personal and professional growth of young people.
- Trade Associations: Business chambers and industry-specific trade groups represent the interests of businesses within a particular sector.
- Agricultural Organizations: Farmers' cooperatives and agricultural development bodies focus on supporting agricultural practices and improving the livelihoods of farmers.
- Religious Organizations: Faith-based charities and interfaith organizations work on various religious and humanitarian activities.
- Microfinance and Economic Development Organizations: Microfinance institutions and economic empowerment programs aim to provide financial services and support to small businesses and entrepreneurs.
- Technology and Innovation Organizations: Tech incubators and innovation hubs foster technological advancements and support startups.
- International Organizations: Global humanitarian bodies and international development agencies work on cross-border initiatives to address global challenges.
- Policy and Research Think Tanks: Economic policy institutes and social research organizations focus on analyzing and developing policies to address societal issues.
Incorporated Trusteeship FAQs
You can find some of our most frequently asked questions below;
A private company limited by guarantee is a type of company, which does not have any shares or shareholders. Instead, it has members who provide a guarantee in relation to the capital of the company.
Whilst the company is a going concern, the members do not contribute any capital to the company in their role as members. However, upon an insolvent winding up, the members may have to make a contribution to the liabilities of the company up to the maximum of a predetermined amount specified in the Articles of Association. This is usually a relatively small sum.
The majority of the features of a company limited by guarantee are the same as those for a private company limited by shares. It has independent legal capacity. Accordingly, it can enter into contracts in its own right, own property and other assets, and employ individuals.
(a) Independent legal capacity.
(b) No share capital.
(c) No liability for members to contribute capital while the company is a going concern.
(d) Upon an insolvent winding up, the member’s liability is limited to a predetermined sum.
(e) The company may be able to exclude the word ‘limited’ from its name.
Companies limited by guarantee are often used by charities, other non-profit organizations (such as sports clubs, workers co-operatives, and membership organizations), property management companies, public sector bodies (set up by central or local government to manage all or part of their functions), trade associations and research bodies.
They are commonly used where the organisation:
(a) does not need a significant amount of capital,
(b) does not intend to distribute the profits but will instead re-invest them in the organisation to promote the organisation’s objectives, and
(c) wishes to have the benefit of limited financial liability (for example, when entering into contracts) and a clear structure for running and managing the organization.
A company limited by guarantee may be set up to run a profit-making business in which the guarantors will keep the profits. However, the structure of a company limited by shares is likely to be more suitable for this purpose as it is more flexible from a financial perspective (for example, with regards to raising finance) and will be more familiar to third parties (for example, banks).
A private company limited by guarantee is owned by its members. Any legal person (for example, individuals, companies, or LLPs) may be a member. Where the Articles of Association permit, a minor may be a member.
A company limited by guarantee must have at least one member.
A company limited by guarantee must have at least one director.
The first directors of a company limited by guarantee are those specified in the company formation documents when it is incorporated.
The Articles of Association will contain provisions relating to directors including any rules relating to such matters as their appointment, termination and payment.
No. However, they may choose to do so.
In order to complete an Application form to register a company limited by guarantee, SplashDict will require the following information:
(a) Directors - The names and addresses of the director(s). The application must include their countries of residence, nationality, date of birth, addresses, and occupations.
(b) Guarantors / Members - The names and addresses of guarantor(s).
(c) Company secretary - The names and addresses of any company secretary.
(d) People with Significant Control over the company (PSCs) - The names and addresses of any PSCs and information regarding the nature and extent of their control.
(e) Company name - The name must not be the same as or similar to the name of a company already on the Companies Register. In addition, it should not be misleading or offensive.
(f) Registered office – The formally registered office address of the company for correspondence and legal documents.
(g) Statement of guarantee - The amount of the guarantee given by each member of the company.
(f) Objectives and Nature of Business - Specify whether it is established for charitable, educational, social, cultural, or other non-profit objectives.
(g) Memorandum and Articles of Association - Document outlining the company's objectives, rules, governance structure, and operational procedures.
All limited companies must have a Memorandum of Association.
The Memorandum of Association of a company limited by guarantee is now a very simple document. In relation to new companies, it now usually only states the name of the company, the name of the subscriber to the memorandum of association (or, where there is more than one, each of them), a statement that they agree to become a member of the company and the date.
In older companies, the Memorandum of Association is likely to be longer. In particular, it is likely to contain a series of provisions setting out the objects of the company and related powers to manage it and short statements as to the capital of the company and the liability of its members. Equivalent provisions are now contained in the Articles of Association of new companies.
All limited companies must have Articles of Association.
The Articles of Association of a company limited by guarantee contain a range of provisions relating to the running and management of the company. This may include, provisions relating to directors’ powers and responsibilities, decision-making by directors, the appointment of directors, becoming and ceasing to be a member, the organization of general meetings, voting at general meetings, administrative arrangements, and directors’ indemnity and insurance.
All limited companies must have a Memorandum of Association.
The Memorandum of Association of a company limited by guarantee is now a very simple document. In relation to new companies, it now usually only states the name of the company, the name of the subscriber to the memorandum of association (or, where there is more than one, each of them), a statement that they agree to become a member of the company and the date.
In older companies, the Memorandum of Association is likely to be longer. In particular, it is likely to contain a series of provisions setting out the objects of the company and related powers to manage it and short statements as to the capital of the company and the liability of its members. Equivalent provisions are now contained in the Articles of Association of new companies.
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