How to Register a Company Limited by Guarantee in Nigeria (2026)

A company limited by guarantee is not a routine CAC registration. The standard Part A private company on Model articles issues within 24 to 72 hours of a clean submission. A CLG does not — it runs through the Attorney-General of the Federation's consent process at the Federal Ministry of Justice before the Corporate Affairs Commission can issue the certificate of incorporation. The consent process is measured in weeks to months, not in hours to days.

The AG-consent step is statutory, not procedural. Section 26 of CAMA 2020 requires the prior consent of the Attorney-General of the Federation before CAC can register any company limited by guarantee. The Commission cannot proceed without the consent, and the consent itself is a substantive review by the Federal Ministry of Justice of the proposed non-profit objects, the founders' bona fides, and the alignment of the objects with public policy.

The statutory window is 30 days. Under the AGF's Guidelines for the Grant of Consent for the Incorporation of Companies Limited by Guarantee, the AG's office is required to grant or refuse consent within 30 days of receiving the application from CAC. In practice the consent process commonly runs 4 to 12 weeks; routine applications with clear non-profit objects and a complete documentary bundle track closer to the lower end, while applications with politically-sensitive objects, sector-regulated objects, or incomplete documentation track longer.

The alternative-route safety valve. Where the AG does not respond within the statutory window, the AG Guidelines provide an alternative-route procedure: the promoters place a notice of the proposed incorporation in three national newspapers inviting objections within 28 days; where no objection is received, CAC can proceed with the registration without further reference to the AG. The alternative route adds its own time and cost (typically a further 6 to 8 weeks including the publication and the 28-day window) and is the safety valve rather than the default path.

Plan the timeline accordingly. A grant programme that depends on the CLG existing before a foreign donor's disbursement date, a hospital project that depends on the CLG holding the land title, a research initiative that depends on the CLG receiving institutional funding — all of these need the AG-consent timeline factored into the planning from the start. Submitting the CLG application a month before the funding deadline and expecting the routine private-company turnaround is a recurring scheduling mistake.

A company limited by guarantee has no share capital. The defining structural features all follow from this single fact, and the structure carries operational consequences that profit-making companies do not have.

The no-share-capital structure is what makes the CLG the corporate-form non-profit. The structure is suited to NGOs operating with corporate-style governance (a board, audited accounts, formal reporting, programme management) where the non-profit constraint is operational rather than aspirational. International donors and grant-making agencies often prefer the CLG over incorporated trustees for exactly this reason: the corporate governance language in a MEMART translates more directly into their compliance frameworks than a trust deed does.

The substantive review at the AG's office turns on the proposed objects of the company. Section 26(2) of CAMA 2020 lists the qualifying objects categories: promotion of commerce, art, science, religion, sports, culture, education, research, charity, or "other similar objects". The AG's office in practice approves CLGs operating in these spaces as non-profits, refuses CLGs whose objects sit outside, and queries CLGs whose objects are unclear or appear to mask commercial activity.

Categories that the AG's office routinely approves:

• Charity and humanitarian work. Poverty alleviation, hunger relief, refugee assistance, disability support, vulnerable-population programmes.
• Education. Schools, universities, training institutes, scholarship programmes, educational research, literacy initiatives.
• Health and medical research. Hospitals, clinics, research institutes, public-health programmes, disease-specific advocacy and care.
• Religion. Faith-based organisations operating as corporate-form bodies (where the alternative incorporated-trustees route is not preferred).
• Science and research. Research institutions, scientific societies, technology-promotion bodies in non-commercial mode.
• Arts and culture. Galleries, theatres, cultural-preservation bodies, music and performance organisations operating as non-profits.
• Sports promotion. National and state sports associations, sports-development bodies, athlete-support foundations.
• Professional promotion. Professional bodies for non-statutory professions, sector-promotion organisations, industry associations operating as non-profits.

Categories that the AG's office routinely refuses or queries:

• Commercial objects with a non-profit veneer. A "foundation" that is in fact a trading entity selling products or services; the AG's office reads through the form to the substance.
• Partisan political activity. Election-related advocacy, political-party-affiliated bodies, partisan campaigning. (Non-partisan civic-education and good-governance work is generally acceptable.)
• Objects regulated by sector regulators. Banking, insurance, capital-markets-related objects need CBN, NAICOM, or SEC consent in their own right; they are not registered as CLGs through the AG route.
• Objects that violate public policy. Anything the AG's office assesses as contrary to law or to public morality.
• Objects unclear or vague. "Charitable activities" without specificity often attracts a query asking for narrower object-language.

The drafting of the objects clause is the substantive work of the MEMART for a CLG. A clear, narrow, qualifying-category objects clause clears the AG's office quickly; a broad, unclear, or commercial-leaning objects clause attracts queries that extend the timeline. The MEMART drafting work is typically a chartered secretary's or lawyer's fee on top of the CAC statutory line — and is where the accredited-agent route earns its weight on a CLG.

The CLG application runs through a heavier documentary chain than a routine Part A private company. The chain runs in two phases: pre-AG-consent (the application to the Federal Ministry of Justice) and post-consent (the CAC submission).

Pre-AG-consent documents:

• Proposed MEMART — bespoke memorandum and articles of association reflecting the non-profit objects, the no-share-capital structure, the members' guarantee amount, the directors' and members' roles, the non-distribution rule, the surplus-transfer-on-winding-up rule.
• Reserved name — a name reserved at pre.cac.gov.ng within the 60-day window. The name must reflect the non-profit nature; restricted-words categories under Section 852 (Federal, National, Foundation, Trust, etc.) often need the Commission's specific consent in addition.
• Justification of objects — a written justification submitted with the consent application explaining why the proposed objects qualify under Section 26(2), what activities the CLG will undertake, what funding sources it expects, and what governance arrangements it will follow.
• Particulars of promoters — the founders' / proposed members' identification (NIN, BVN, photograph, signature, residential address), and any institutional founders' particulars (where existing organisations are sponsoring the CLG).
• AG consent application form — the prescribed application form lodged at the Federal Ministry of Justice through the CAC interface.

Post-consent documents (for CAC submission):

• The AG consent letter — the Federal Attorney-General's written consent, issued by the Federal Ministry of Justice after the consent process clears.
• The MEMART as consented — any modifications the AG's office required during the consent review are incorporated; the final MEMART matches what the consent letter approves.
• Members' particulars and signatures — each member's identification bundle as for any CAC registration.
• Directors' particulars and signatures — each director's identification bundle, plus a declaration of consent to act as director.
• Registered office address — a physical address in Nigeria for service of statutory notices.
• Statement of guarantee — the schedule listing each member and the amount they guarantee.

The members' and directors' identification bundles validate against NIBSS (BVN) and NIMC (NIN) at the iCRP portal in the same way as any other CAC registration. A name mismatch between the BVN-holder record and the NIN-holder record for any member or director is a query; see BVN does not match NIN for the diagnostic if the cross-check fails.

The CLG registration runs in two phases: the AG-consent phase at the Federal Ministry of Justice, followed by the CAC submission at pre.cac.gov.ng.

1. 1
   Reserve the proposed name at pre.cac.gov.ng
2. 2
   Draft the bespoke MEMART
3. 3
   Prepare the AG consent application
4. 4
   Wait out the AG consent process
5. 5
   Receive the AG consent letter
6. 6
   Open the CAC submission at pre.cac.gov.ng
7. 7
   Upload the documentary bundle
8. 8
   Pay the ₦40,000 statutory fee through Remita
9. 9
   Submit and track to issuance

The nine steps span 6 to 16 weeks end-to-end. The AG-consent stage is the heaviest piece; the CAC submission after consent is procedural. For the wider Part A registration mechanics see how to register a limited company; the CLG follows the same iCRP flow with the consent letter added to the documentary bundle.

A CLG carries the heaviest ongoing compliance load of the four NGO routes. Three streams run in parallel after incorporation.

Annual returns at CAC under Section 421. A CLG files annual returns under the Part A regime, not under the Part F regime that applies to incorporated trustees. The return is filed within 42 days of the AGM at the post-incorporation portal at post.cac.gov.ng. The annual returns fee is the lower band of the CAMA 2020 tiered schedule (typically ₦10,000) reflecting the CLG's lack of share capital.

Audited accounts. Audited accounts prepared by a chartered accountant (ICAN or ANAN) are the standing requirement. Although CAMA 2020 has a small-company exemption from the audit requirement, the exemption is framed around share-capital thresholds that do not apply to a CLG; in practice CLG annual returns are filed with audited accounts. The audit cost is part of the ongoing operational load and is typically the largest single recurring expense in CLG compliance.

AG-consent reporting. The AG-consent letter typically requires periodic reporting on the company's activities aligned with the consented objects. Annual or biennial reports to the Federal Ministry of Justice confirm the CLG is operating within the consented objects and has not drifted into commercial activity or politically-sensitive areas outside the consent. The reporting is not heavy in volume but is substantive in content.

Bank account and tax-identifier picture. The CLG opens a corporate bank account against the certificate of incorporation, the audited or initial financials, the directors' authority resolution naming the signatories, and the standard director identification. SCUML registration at EFCC applies where the CLG operates as an NGO (the SCUML net covers most CLG-form non-profits as Designated Non-Financial Businesses and Professions). The TIN sits on the CAC certificate since the June 2020 CAC-FIRS integration; tax-exempt status with the Nigeria Revenue Service (formerly FIRS) is a separate post-incorporation application.

The 10-year striking-off threshold under Section 692 of CAMA 2020 applies to a CLG as it does to any other company. A CLG that has not filed annual returns for ten consecutive years sits on the striking-off shortlist. See CAC annual returns for the wider compliance picture and the recovery routes if the CLG slips into Inactive or struck-off status.

The CLG registration is one of the few CAC entity types where the accredited-agent route's value clearly outweighs the DIY route's lower cost.

The two phases — the AG-consent stage and the CAC submission stage — carry different DIY-vs-agent calculations.

The AG-consent stage benefits from agent involvement. Drafting a MEMART that clears the AG's office on the first review, framing the objects in language that fits the qualifying categories under Section 26(2), responding to ministry queries efficiently, and shepherding the application through the consent process all benefit materially from a chartered secretary or lawyer experienced with the Federal Ministry of Justice. The drafting fee is modest relative to the time and rework cost of an objects clause that the AG queries repeatedly. The agent route saves weeks-to-months at this stage in many cases.

The CAC submission stage after consent is portal-DIY-capable. Once the AG consent letter is in hand, the CAC submission itself is procedural — uploading documents, filling identifier bundles, paying the fee, submitting the form. The promoters can run this themselves at the iCRP portal in a single sitting. The fee saved on the agent at this stage is genuine; the timeline is unchanged.

Naming the two routes honestly: the agent's expertise is the load-bearing factor at the consent stage; the agent's role at the post-consent CAC submission is administrative convenience rather than substantive value. Most CLG applicants who engage an agent do so for the full end-to-end service; some sophisticated applicants engage the agent only for the MEMART drafting and AG-consent application, and run the CAC submission themselves once the consent is in hand. Both arrangements are workable.

Informal "CAC consultants" on social media who hold no professional accreditation have no standing to draft a MEMART or to lodge a consent application; their fee for a CLG-style registration is a personal-assistant charge, not a regulated professional service. For a CLG the accredited-agent route — NBA-, ICAN-, ANAN-, or ICSAN-listed — is the responsible choice on the consent stage.

• Do NOT plan the programme launch around a 24 to 72-hour CAC turnaround. A CLG runs on a 6 to 16-week end-to-end timeline. The AG-consent stage is the binding constraint and cannot be shortened by paying more or by submitting on a faster portal route.
• Do NOT register a CLG for objects that fit better as a private company limited by shares with corporate-social-responsibility programmes. The non-distribution rule is structural and irreversible; a CLG cannot convert to a profit-making company without dissolution and fresh registration. Where the operation has revenue-generating activities aligned with social objects, the private company plus CSR programme is often the right structure.
• Do NOT submit a CLG application with vague or broad objects. 'Charitable activities' or 'social development' alone routinely attracts queries asking for narrower object-language. The AG's office wants specifics — what activities the CLG will undertake, what beneficiaries it will serve, what funding sources it expects.
• Do NOT name a member or director without checking their personal identifier-stack first. The CAC iCRP portal validates each person's BVN and NIN at submission; a mismatch between the BVN-holder record and the NIN-holder record produces a query. The pre-submission check is materially cheaper than the post-query rework.
• Do NOT plan a corporate bank account opening for the CLG before SCUML registration where the CLG operates as an NGO. The bank's compliance desk will ask for the SCUML certificate; without it, the account does not open. The 14 to 21 working days of SCUML processing sits between CAC issuance and the bank account opening.
• Do NOT distribute surplus to members during operation or on winding up. Section 26 of CAMA 2020 is explicit; the rule attracts personal liability for the directors who authorise the distribution. Surplus on winding up transfers to a body with similar objects, not to the members.
• Do NOT skip the audited accounts step on annual returns. A CLG's annual returns under Section 421 are filed with audited accounts as the standing requirement; the small-company exemption does not apply to a no-share-capital entity. Engage a chartered accountant (ICAN or ANAN) early in the company's first financial year so the accounts are ready when the return falls due.
• Do NOT use a CLG to register a body that should be incorporated trustees. The two structures are not interchangeable; an incorporated trustees body has different governance, different consent regimes, and different post-incorporation compliance. See [how to register an NGO](/cac/how-to-register-ngo/) for the routing between the three NGO routes.