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!

LTD GTE

Incorporate your Company Limited By Guarantee (Ltd/Gte) in Nigeria

Here's how SplashDict's team of CAC-accredited consultants can help:

  • Business Name Search and Reservation: We'll check availability and reserve your desired name with the CAC.

  • Documentation Preparation: We assist in preparing all necessary documents for registration.

  • Minutes of Meeting: We'll provide meeting minutes appointing the first trustees.

  • The constitution: We'll assist in working on the Association's constitution. 

  • Newspaper Publication: We handle the mandatory public notice publication in two national dailies, including details of the association and trustees.

  • Submission and Processing: We ensure all requirements are met and manage the submission process for efficient processing by the CAC.

  • Tax Identification Number (TIN): We facilitate TIN acquisition From the FIRS.

  • Delivery of Documents: Upon registration, we provide Documents including Certificate of Registration, Status report, and Constitution.

  • SCUMML Certificate: We obtain the Special Control Unit against Money Laundering certificate to ensure compliance.

  • Secure Digital Storage: Your documents are securely stored online for easy access, with no extra cost or waiting.

  • Seal: We provide the official iron seal for your association.

  • Business Bank Account: We offer you a choice of up to 8 business bank or payment institution accounts, including popular ones like GTB, UBA, and First Bank.

  • Free Domain Name: To help establish your business online, we'll give you a free .com or .com.ng domain name for a year.

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

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 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

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

Efficiency

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

Reliable

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.

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
Incorporated Trustees Registration

Requirements for Company Limited By Guarantee Registration in Nigeria

To register Guarantee Company in Nigeria, you need to provide the following details:

  1. 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)
  2. The general nature of the business of the Guarantee company
  3. The principal place of business of the Guarantee company
  4. Particulars of Members, Directors, Secretaries, and Trustees - full names, addresses, occupations, and means of identification.
  5. 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;

  • Non-Profit Status: Similar to Incorporated Trustees, a Private Company Limited by Guarantee is established for non-profit purposes, such as charitable, religious, educational, or social activities. It does not distribute profits to its members but rather reinvests earnings into achieving its objectives.

  • Guarantee of Liability: Members of a Private Guarantee Company guarantee to contribute a nominal amount in the event of the company's liquidation. This ensures the company has sufficient assets to cover its debts and liabilities, providing financial security.

  • Membership Structure: The company is typically governed by its members, who may include individuals or organizations committed to its objectives. Members may have voting rights and participate in decision-making processes related to the company's operations and strategic direction.

  • Memorandum and Articles of Association (MEMART): Like other companies, a Private Company Limited by Guarantee is governed by its memorandum and articles of association. These documents outline the company's objectives, rules, governance structure, and operational procedures.

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

  • Financial Liability: Neither the trustees nor members are required to contribute any amount of money upon the winding-up of the association. However, if any trustee or member misapplies the income or property of the entity, he/she will be liable to refund such income or property.

  • Consent Requirements: Requires Registrar-General's consent and publication in two newspapers inviting objections.

  • Taxes: Exempt from taxes on non-business income, but liable for economic activities and investments.

  • Perpetual Succession: Incorporated Trustees enjoy ongoing stability and operational continuity, even in the face of changes in membership.

  • Prefix: Name includes "Incorporated Trustees of [Your Preferred Name]" on the certificate.

Benefits of Company Limited By Guarantee

The key benefits of registering your NGO, Church, Club, Mosque, Association, etc, are:

  • Legal Recognition: As a corporate body, you gain legitimacy and the ability to sue or be sued, enhancing interactions with the public and society.

  • Property Rights: Access the ability to own land, assets, and incur liabilities under the entity's seal, which is illegal for unregistered organizations.

  • Limited Liability: Members' liability is limited to the amount they have guaranteed to contribute if the company is wound up, protecting personal assets.

  • Perpetual Succession: The company continues to exist independently of changes in membership, ensuring long-term stability and continuity.

  • Credibility and Trust: Legal registration enhances the organization's credibility, fostering trust with donors, partners, and stakeholders.

  • Name Security: Protect your organization's name from unauthorized use, ensuring exclusivity and recognition nationwide.

  • Access to Funding: Registered companies are more likely to receive grants, donations, and other forms of financial support from both local and international sources.

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.

Business Name Registration in Nigeria

- 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.

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. 

requirements

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.

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.