Limited By Guarantee

Limited By Guarantee

A Company Limited by Guarantee is a company without shareholders or shares. This type of entity is typically used by social enterprises and is controlled by members, who guarantee a nominal sum of money to the company in the event of its becoming insolvent or winding up.

Registering a Company Limited by Guarantee is easy with Rexobe Consult.Our team of legal experts and accredited CAC Consultants have helped lots of Clients register Companies Limited by Guarantee with CAC.

Ready to get started? Click the ‘Chat’ button or this number 08063830956 (available Monday to Saturday, 9am-5pm) to chat directly with one of our friendly Consultants. Alternatively, you can also reach out to us via email at for any inquiries or to begin your consultation process.  

Frequently Ask Questions

A Company Limited by Guarantee in Nigeria is a type of corporate structure typically used by non-profit organizations, where the liability of its members is limited. The members’ commitment is to contribute a predetermined amount to the company’s assets if it’s wound up. This structure is common for clubs, charities, and similar organizations. Unlike companies limited by shares, it doesn’t have share capital or shareholders, but rather members who guarantee a fixed amount for company liabilities. This format suits entities focused on non-commercial activities with no profit distribution among members.

A Company Limited by Guarantee differs from a Company with Shares primarily in structure and purpose. The former is usually adopted by non-profit organizations, with members guaranteeing a fixed amount to cover liabilities, rather than shareholders. In contrast, a Company with Shares is profit-oriented, with ownership divided into shares held by shareholders. Profits are often distributed as dividends among shareholders, which is not the case in Companies Limited by Guarantee.

A Company Limited by Guarantee and Incorporated Trustees differ mainly in structure and purpose. A Company Limited by Guarantee is used by non-profit organizations, where members guarantee a contribution towards the company’s liabilities. Incorporated Trustees, however, are formed by a group of people (trustees) who come together for a common non-profit goal, often for religious, educational, literary, scientific, social development, or sporting purposes. The key difference lies in their legal and operational structures, with Incorporated Trustees typically being more suitable for groups aiming to exist perpetually, managing property and funds dedicated to their specific non-profit goals.

The Federal Inland Revenue Service (FIRS) in Nigeria has introduced a new online system, TaxPromax, for Tax Clearance Certificate (TCC) applications. Here’s a brief introduction and steps to apply:

Steps for Online TCC Application:

  1. Create an e-filing account on FIRS’s TaxPromax portal.
  2. Log in with your credentials.
  3. Navigate to the TCC application link.
  4. Fill out the application form and upload necessary documents.
  5. Submit your application for processing.
  6. After verification and validation, your application will be approved.
  7. The TCC will be issued, which you can then collect.

  • To complete the registration process for a Company Limited by Guarantee in Nigeria, follow these steps:


    1. Name Reservation & Registration Application:
    • Apply to the Corporate Affairs Commission for consent to reserve a name and begin registration.
    • Submit two proposed company names, details of directors and secretary, company objectives, and the guarantee amount by members for winding up.


    1. Application to the Attorney General:
    • Within 30 days, apply to the Attorney General of the Federation for authorization to register the company.
    • If there are no objections, or no reasonable cause to refuse the application, and if no decision is made within 30 days:


    1. Public Advertisement:
    • Place an advertisement in 3 national newspapers for 28 days, inviting public objections, if any.


    1. Complete Registration on CAC Portal:
    • Conclude the registration process on the CAC Company Registration Portal, including document uploads.


    1. Final Approval:
    • Await final approval from the Commission.

The Taxpayer Identification Number (TIN) is a unique number allocated and issued to identify an entity (individual or Company) as a duly registered taxpayer in Nigeria. It is to be used by that entity alone. Tax Clearance Certificate is necessary for various corporate transactions by both individuals and corporate organizations in Nigeria. 

Yes, a director of the company can be a guarantor as well but it is not mandatory for a guarantor to be a director.

No, this is impossible as CAMA states that upon winding up of the company, the remaining assets shall be transferred to a company with similar objects.

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