How to Register a Company Limited by Guarantee with CAC in Nigeria
Register a company limited by guarantee with the Corporate Affairs Commission in Nigeria: name reservation, reservation code, consent application, online submission of necessary documents, memorandum referral, newspaper publication, no share capital, and how a guarantee company differs from incorporated trustee and business name registration.
A company limited by guarantee is the company form used in Nigeria when promoters want a separate legal entity for commerce, art, science, religion, sports, culture, education, research, charity, or similar objects, without distributing profits to members. Registration is handled by the Corporate Affairs Commission under the Companies and Allied Matters Act 2020 (CAMA). The process is a form of company registration, not business name registration, and it is legally distinct from incorporated trustee or other NGO registration routes.
This guide explains how to register a company limited by guarantee in Nigeria through the Commission’s official portal, including name reservation, the consent application, the necessary documents, memorandum referral to the Attorney-General of the Federation, newspaper publication where the law requires it, and online submission.
What a Company Limited by Guarantee Is
Objects of a guarantee company
Section 26(1) of CAMA 2020 provides that where a company is formed for the promotion of commerce, art, science, religion, sports, culture, education, research, charity, or other similar objects, and its income and property are to be applied solely toward those objects, with no portion paid or transferred to members except as the Act permits, the company shall not be registered as a company limited by shares. It may be registered as a company limited by guarantee. [1]
A company limited by guarantee must not be incorporated with the object of carrying on business for the purpose of making profits for distribution to members. Any provision in the memorandum, articles, or a resolution that gives a person a right to share in divisible profits, or that divides the undertaking into shares, is void. If the company nevertheless carries on business to distribute profits, officers and members who know of that fact can be jointly and severally liable for the related debts, and daily penalties may apply. [1]
No share capital and the members’ guarantee
A guarantee company has members, often called guarantors, rather than shareholders. It is not registered with share capital. Liability is limited to the amount each member undertakes to contribute if the company is wound up.
Under section 26(12) of CAMA 2020, the total liability of a member to contribute to the assets on winding up shall not at any time be less than ₦100,000. If that minimum is breached, every director and member who knows of the breach is exposed to a daily penalty. On a solvent winding up, surplus property is not shared among members. It is transferred to another company limited by guarantee with similar objects, or applied to a charitable object chosen by the members before dissolution. [1]
A company limited by guarantee cannot be formed by one person. Plan for at least two members. You will also need directors and a company secretary whose particulars meet the filing rules on the portal. At least one director should be resident in Nigeria, in line with ordinary company practice under CAMA.
Company Limited by Guarantee vs Other CAC Vehicles
Guarantee company and incorporated trustee
People often treat “NGO registration” as one process. The Corporate Affairs Commission actually offers more than one non-profit vehicle.
| Feature | Company limited by guarantee | Incorporated trustee |
|---|---|---|
| Legal character | A company under the companies part of CAMA | Trustees incorporated for an association, church, foundation, or similar body |
| Constitution | Memorandum and articles of association | Signed constitution of the association |
| Owners | Members who give a guarantee | Trustees; the body is not a share company |
| Share capital | None | None |
| Public notice | Newspaper publication can arise under section 26 | Newspaper publication is a standard step before filing |
| Typical suffix | Ltd/Gte or Limited by Guarantee | Incorporated Trustees, or the approved association name |
Choose a company limited by guarantee when you need a company, contracts in a company name, or objects that a regulator expects to sit in a guarantee company. Choose an incorporated trustee when the body is an association governed by trustees and a signed constitution. The first step for either route still begins with a name check, but the forms, fees, and post-registration filings differ.
Some objects are locked to one structure. The Commission has publicly required entities set up to run university education to be registered as a company limited by guarantee and to attach a letter of no objection from the National Universities Commission. Other sectors, such as certain professional or financial activities, may also need a letter of no objection from the relevant ministry or regulator before or during company registration.
Business name registration and companies with share capital
Business name registration covers a sole proprietor or partnership trading under a name. It does not create a company limited by guarantee, does not issue a company certificate in the same form, and does not limit liability through a guarantee clause.
A private or public company limited by shares is the profit-making vehicle. It has share capital, shareholders, and a right, within the law, to distribute profits. That structure is the wrong vehicle if your objects forbid distribution to members. If the aim is commercial return, register a company limited by shares instead of forcing a guarantee company into a trading model it cannot lawfully support.
Name Reservation and the Consent Application
Rules for the chosen name
The chosen name must be distinctive, not prohibited, and not identical or too similar to an existing company, business name, or trademark. It must end with “Limited by Guarantee” or “Ltd/Gte”. Words that suggest government patronage, or restricted words such as “National”, “Institute”, or “Group”, attract extra scrutiny.
For a company limited by guarantee, name reservation is not the instant availability path used for an ordinary private company. A reservation code is required. Promoters submit the consent application with proposed names, usually two or three in order of preference, together with objects and basic incorporation particulars. The Commission reviews the application and, if a name is available and registrable, issues the reservation code. Keep the code. Later online submission of the full company registration depends on it.
Filing the name reservation on the official portal
- Create an account on the Corporate Affairs Commission official portal (the Company Registration Portal).
- Open the consent or name-requiring-consent path, not the ordinary instant name search alone.
- Enter the proposed names, objects, registered office, and preliminary particulars of members, directors, and secretary.
- Pay the name reservation fee shown on the portal.
- Wait for the reservation code before you treat the name as locked.
A reserved name is time-limited. If the code expires before you finish incorporation, you must apply again. Do not print letterhead or sign leases in the chosen name until the reservation is approved.
Necessary Documents for CAC Registration
Prepare the necessary documents before online submission. Incomplete files are the main reason applications are queried.
Memorandum, articles, and statement of guarantee
The memorandum and articles must comply with section 26. In practice the Commission expects:
- An objects clause limited to permitted non-profit objects, with no profit-distribution object.
- A property clause stating that income and property are applied only toward the objects.
- A contribution or guarantee clause stating the amount each member will contribute on winding up, not below the statutory minimum of ₦100,000 per member.
- A winding-up clause dealing with surplus assets in the manner section 26 requires.
- Articles that set out membership, directors, meetings, and the company secretary.
You may adopt the Commission’s model articles where they fit, or file tailored articles. A statement of guarantee, signed by the members, records the amount each person undertakes to contribute if the company is wound up while they are a member or within one year after they cease to be one.
Identification and company particulars
Typical uploads include:
- Two or more proposed names and the approved reservation code.
- Registered office address in Nigeria, email, and phone number.
- Objects of the company.
- Full particulars of directors, guarantors, and the secretary: names, addresses, dates of birth, occupation, email, and phone.
- Valid means of identification, passport photographs, and signatures.
- Statement of guarantee.
- Memorandum and articles of association.
- Evidence of any required sector approval, such as a letter of no objection.
- Later, the Attorney-General’s authority, or evidence of newspaper publication where the fallback procedure applies.
Names of subscribers should be stated in full, without initials. Foreign promoters should also be ready for any extra home-country documents or Nigerian regulatory approvals that the objects attract. Do not assume a foreign guarantee figure from informal guides. Confirm the current portal fields and any sector rule before you file.
Attorney-General Authority and Memorandum Referral
The 30-day review
The memorandum of a company limited by guarantee shall not be registered without the authority of the Attorney-General of the Federation. After you upload the incorporation set, the Corporate Affairs Commission makes the memorandum referral to the Attorney-General. Correspondence with promoters on that application is routed through the Commission. [1]
The Attorney-General shall, within 30 days, grant authority where there is no objection to the memorandum and no other cogent reason to refuse. If further information is required, the 30-day period begins when all relevant information is received. [1]
Newspaper publication if no decision is made
Where all valid documents have been furnished and the Attorney-General makes no decision within 30 days, section 26(7) requires the promoters to place an advertisement in three national daily newspapers and invite objections. An objection must state its grounds and reach the Commission within 28 days of the date of the last publication. The Commission considers any objection, may ask for more information, and may uphold or reject it. [1]
Separately, if the Commission is satisfied that the memorandum and articles comply with section 26, it shall cause the application to be advertised in the prescribed form in three national daily newspapers. Objections must reach the Commission within 28 days of the last publication. If no objection is received, or any objection is rejected, the Commission may assent and, if it assents, register the company and issue a certificate of incorporation. [1]
Budget for newspaper publication. It is not optional window dressing. It is part of the statutory path either when the Attorney-General is silent or when the Commission advertises a compliant application. Keep copies of each publication and proof of the dates. Objections are counted from the last publication, not the first.
Online Submission and Final Company Registration
Filing on the Company Registration Portal
To register a company in Nigeria as a guarantee company, complete the application on the official portal rather than treating the process as a paper-only filing.
- Sign in and start the company registration using the reservation code.
- Select company limited by guarantee, not a company limited by shares and not an incorporated trustee.
- Complete the application form with the approved name, objects, registered office, directors, guarantors, and secretary.
- Upload the necessary documents, including the memorandum, articles, statement of guarantee, identification, and signatures.
- Pay the statutory filing fees through the portal payment channel.
- Monitor the application for queries. Answer them on the portal within the time allowed.
- Allow the memorandum referral and any newspaper publication period to run.
- On assent, download the certificate of incorporation and the certified incorporation documents.
The Commission’s published service timeline for a new limited-by-guarantee registration, once all relevant documents are in and any query is cleared, is shorter than the Attorney-General stage. The 30-day review and any 28-day objection window sit outside that internal processing clock. In practice, the full path is measured in weeks to several months, not in the few days typical of an ordinary private company or a simple business name registration. [2]
After the certificate
Registration is the start of compliance, not the end. A company limited by guarantee should:
- Obtain a tax identification number and open a bank account in the registered name.
- Keep a register of members and directors and file changes promptly.
- File annual returns. Under the fee schedule published in the Federal Republic of Nigeria Official Gazette of 29 May 2025, annual returns for a company limited by guarantee were listed at ₦10,000, with separate penalties for late filing. [3]
- Apply income only toward the objects.
- Seek fresh Attorney-General and Commission clearance before altering objects in a way that would take the company outside section 26.
- On winding up, follow the surplus-asset rule rather than distributing residue to members.
Fees to Confirm Before You File
Fees change. Use the figure displayed at payment on the official portal as the amount due on the day you file.
The schedule published in Official Gazette No. 92 of 29 May 2025, and reported as taking effect after a short deferral, listed these company limited by guarantee items:
- Name reservation: ₦5,000
- Incorporation of a company limited by guarantee: ₦40,000
- Change of name: ₦20,000
- Status report: ₦5,000
- Certified true copy of documents or extracts: ₦5,000 each
- Annual returns: ₦10,000
Stamp duty, newspaper publication in three national dailies, and professional drafting fees are extra. They are not included in the Commission’s incorporation fee. Confirm the live schedule before you budget, because a later gazette can revise these amounts. [3]
Frequently Asked Questions
Can one person register a company limited by guarantee in Nigeria?
No. A private company may, in defined cases, be formed by one person, but that exception does not cover a company limited by guarantee. You need at least two members, each undertaking a guarantee of not less than ₦100,000, plus directors and a secretary who meet the filing rules.
Is a company limited by guarantee the same as NGO registration as an incorporated trustee?
No. Both can serve non-profit aims, and both are filed with the Corporate Affairs Commission, but they are different regimes. A guarantee company uses a memorandum and articles, a statement of guarantee, and Attorney-General authority under section 26. An incorporated trustee uses a signed constitution, named trustees, and its own publication and filing path. Pick the vehicle that matches the governing document you actually intend to operate under.
What happens if the Attorney-General does not decide within 30 days?
If every valid document is in and no decision is made within 30 days, the promoters must advertise in three national daily newspapers and invite objections to reach the Commission within 28 days of the last publication. The Commission considers any objection and may uphold or reject it. The Commission also advertises a compliant application and may register the company and issue a certificate only after the objection window and its own assent. Silence by the Attorney-General does not by itself complete company registration.