Among the different company types which can be incorporated in Nigeria pursuant to the provisions of the Companies and Allied Matters Act (“CAMA”), the company limited by guarantee appears to be the one with a less known and far less understood structure. Because it is called a “company”, many are quick to equate it with a company having share capital and shareholders. A company limited by guarantee (“Company Ltd/Gte”) has unique features which distinguish it from a company limited by shares, especially with regard to the liability of its members. The purpose of this article is to highlight these unique features of a company limited by guarantee and the provisions of Nigerian company law on its membership.

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