A company limited by guarantee is CAC's structure for a body that wants to operate like a company, without shareholders or share capital.
What a company limited by guarantee is for
Professional bodies, foundations, clubs and similar groups often choose this structure. It gives the group a company's formal structure. Membership stays separate from any share ownership.
Members join instead of buying shares. Each one promises a fixed sum towards the company's debts if it winds up. That sum is usually small, and members pay nothing more than that.
Compare this against incorporated trustees before you commit. Our incorporated trustees vs guarantee company comparison sets both structures side by side.
Reserving a name
Reserve the proposed name with CAC before you apply, for ₦1,000. A guarantee company registers as a company. It pays the same reservation fee any company pays.
Once approved, the reservation holds for up to 60 days. Use that window to finish preparing your application. Do not let it lapse and pay twice.
What CAC asks for
CAC wants a governing document first. It sets out the company's objects and how it is run. CAC also wants the details of its first members and directors.
A guarantee company has no share capital. So the paperwork focuses on objects and governance, not on a shareholding structure. A lawyer familiar with non-profit structures can help draft the governing document so it matches what CAC expects to see.
The incorporation fee
Incorporation costs ₦40,000. Pay it once your application and its documents are ready. Submit both through CAC's new Company Registration Portal (CRP).
That figure currently matches what incorporated trustees pay to register. The two fees have differed in the past. They could differ again if CAC revises its schedule, so treat this as today's price rather than a permanent one.
What to do once it is registered
Once CAC issues the certificate, the company exists as its own legal person, separate from its members. It can hold property, sign contracts and open accounts in its own name from that point on.
Tell your bank and any regulator you deal with as soon as the certificate arrives. A guarantee company's paperwork looks similar to an ordinary company's from the outside, so institutions unfamiliar with the structure sometimes ask extra questions about how members and governance actually work.
A guarantee company also owes an annual return every year, on its own schedule and fee. See annual return for a company limited by guarantee for what that filing involves, and keep it on your compliance calendar from day one.
Browse the CAC registration hub for more on registering a non-profit body, or our cost guide to registering a company for how this fee compares with a standard private company.