What does the term “Limited by Guarantee” mean?

What does the term “Limited by Guarantee” mean?

December 25, 2019

A Company Limited by Guarantee means a private company that does not have shareholders or share capital. It has members called guarantors that undertake to contribute should the company need it. It cannot distribute its profits and these are generally reinvested back into the company.

Section 26 of the Company and Allied Matters Act Cap C20 LFN 2004 (CAMA) provides that where a business is formed for promoting commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its objects and no portion thereof is to be paid or transferred directly or indirectly to the members of the company except as permitted by this Act, the company shall not be registered as a company limited by shares, but may be registered as a company limited by guarantee.

 

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Frequently Asked

  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.

  • What’s the difference between a business name and an LLC?
    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 

  • What are the terms of a contract?
    • an offer and an acceptance.
    • competent parties
    • Consideration
    • Legal subject matter
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    • Conesus ad idem
    • Obligation
  • What are the penalties for not registering my products with the SON?
      1. Seizure of goods by the Inspectorate and Compliance Directorate
      2. Payment of a fine.
      3. Prosecution

     

  • What is data protection?

    Data protection is a legal process of protecting sensitive data.

  • Can I grant another person the permission to use my design?

    The right of the owner of an industrial design includes the licensing and authorization of another person to use the design.

  • Is there a penalty for late renewal of registration of products with NAFDAC?

    Yes, there is a late renewal fee, which is dependent on the category of the product.

  • What is share capital?

    The share capital in a private limited company is the amount of money invested by its owners in exchange for shares of ownership.

  • How long does a trademark registration in Nigeria Last?

    Trademark is valid for seven years from the date of application but you may renew the application for the trademark for an additional period of 14years.

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