A company limited by guarantee looks like an ordinary company on paper, with one difference that changes its annual return fee entirely.
What sets a guarantee company apart from one limited by shares
A company limited by shares has shareholders who own a stake. A company limited by guarantee has members instead. They promise a fixed sum if the company winds up, rather than holding shares day to day. Many NGOs, foundations and professional bodies choose this structure over incorporated trustees.
Because there are no shares, none of the fee logic built around issued share capital applies to it at all.
The flat fee and penalty that apply instead
Companies limited by shares pay their annual return fee by share-capital band. A company limited by guarantee skips that entirely and pays a flat ₦10,000, whatever the size of the organisation.
Miss the deadline, and the penalty is ₦2,000. That charge falls on the company, and the same amount again on each officer. See the fee by share capital for how the share-capital company figures compare.
Whether the AGM link to the deadline still applies
A company's annual return is normally due a set number of days after its AGM. Small companies and companies with a single shareholder do not hold one at all. Some guarantee companies fall into that group, depending on their membership structure.
Where a guarantee company does hold an AGM, the return follows the same AGM-linked timing as any other company. Where it does not, check the position directly rather than assuming either way.
The return itself is still filed at least once in every year, on Form CAC 19, regardless of which timing rule applies.
What NGOs structured this way often get wrong
Boards sometimes assume a guarantee company's rules match incorporated trustees. Both are common non-profit structures, so the mix-up is understandable. They are not the same, though.
A company limited by guarantee follows CAMA's company rules, with its own form, fee and penalty. Incorporated trustees follow a separate part of the Act, with a different window and figure. See the incorporated trustees annual return if that is actually your organisation's structure.
Confusing the two leads to budgeting for the wrong fee, or checking the wrong deadline altogether, right before a filing is due.
Where to file and what to check first
Confirm which structure your organisation actually holds before relying on any figure in this article. A certificate of incorporation naming it a company limited by guarantee settles the question quickly.
Once confirmed, start your CAC annual return the same way a company limited by shares would, and see the CAC annual return cost guide for the fee and penalty figures side by side with every other structure.