Company Limited by Guarantee (CLG)

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Company Limited by Guarantee (CLG)

The essential feature of a CLG is that its guarantee members give an undertaking to contribute to the CLG by a specified amount in the event of its liquidation. The liability of a guarantee member is limited to that specified amount. A CLG must have at least one guarantee member. The membership rights of guarantee members are not transferable. A guarantee member remains liable to the company for one year after it ceases to be a member. In the case of a Company Limited by Guarantee, whether or not authorised to issue shares, at least one of the members of the company shall be a guarantee member and where the company is authorised to issue shares, a guarantee member may also be a shareholder. The guarantors give an undertaking to contribute a nominal amount in the event of winding up of the company.

A CLG may be incorporated as a CLG authorised to issue shares or as a CLG that is not authorised to issue shares. Where a CLG is authorised to issue shares, a guarantee member may also be a shareholder.

The name of a limited company shall end with the word “Limited” or “Incorporated” or the abbreviation “Ltd” or “Inc”.

The liability of a guarantee member to the company, as a guarantee member, is limited to:

  • The amount that the guarantee member is liable to contribute as specified in the memorandum and articles of association.
  • Any other liability expressly provided for in the memorandum or articles of the company.

Usage of a CLG

  • RAK ICC companies limited by guarantee are flexible corporate vehicles that can be used for a number of purposes.
  • The liability of a guarantee member is limited to that specified amount.
  • A CLG must have at least one guarantee member.
  • The membership rights of guarantee members are not transferable.
  • A guarantee member remains liable to the company for one year after it ceases to be a member.
  • Where a CLG is authorised to issue shares, a guarantee member may also be a shareholder.
  • A classic example is to act as an incorporated association or to conferon apartment owners certain membership rights in the company that manages the real estate development for the apartment owners.
  • A classic example is to act as an incorporated association or to conferon apartment owners certain membership rights in the company that manages the real estate development for the apartment owners.

Additional Optional Features

  • Can have unlimited capacity
  • Can have restricted purpose
  • Can have unlimited or limited duration
  • Issue shares (in addition to having guarantee members)

Registration Steps

  • Contact a registered agent
  • Submit required documents
  • Submit your application and obtain your certificate of incorporation

Required Documents

For Individual Shareholders and Ultimate Beneficial Owners:

  • Certified copy of in force passport
  • Certified copy of current utility bill or local authority tax bill or tenancy agreement or residency certificate showing address of current permanent residence or bank statement.

For Corporate Shareholders:

  • Certified copy of Certificate of Incorporation or Registration and any trade license or equivalent
  • Certified copy of Memorandum & Articles of Association
  • Current Certificate of Incumbency or Register Extracts
  • Current Certificate of Good Standing
  • Certified copy of passport of the authorized signatory of the corporate shareholder
  • Name of shareholders and ultimate beneficial owners (as defined in regulation 26 of the RAK ICC Registered Agent
    Regulations 2018)
  • Certified copy of corporate resolution approving the incorporation of the RAK ICC company

For Trusts as Shareholders

  • Trust deed
  • Current certified Register Extract for the Trust
  • Details of all additions to the trust (if any)
  • Certified copies of passports of settlor, protector & beneficiaries
  • Corporate Trustee – as for Corporate Shareholders above
  • Individual Trustee – as fo+A12r Individual Shareholders above

For Foundations as Shareholders

  • Certified copy of Certificate of Incorporation or Registration and any Trade license or equivalent
  • Foundation regulations and charter
  • Foundation minutes approving the incorporation of the RAK ICC company
  • Current Certificate of Good Standing
  • For foundation council members and protectors who are natural persons – see For Individual Shareholders above

For Individual Directors

  • As for Individual Shareholder above
  • Consent letter from the director & secretary

For Corporate Directors

  • Resolution of corporate directors/secretaries accepting the appointment as directors/secretaries of the company

Expected Duration of Service Delivery

  • Registration: 5 working days
  • Renewal: 3 working days
  • Urgent procedure: 24h

IBC Agent in UAE

A RAKICC Business Company must have a Registered Agent in the UAE, and a Registered Office which must be maintained by the Registered Agent in the UAE to which all official communications and notices to the company must be addressed. The Registered Agent must maintain the particulars of the beneficial owners of the company.

BACT is licensed by the RAKICC authorities to offer a full range of company formation and Registered agent services.

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