Services
Company Limited by Guarantee
A Company Limited by Guarantee is a type of company formed primarily for non-profit purposes such as charities, associations, NGOs, clubs, and professional bodies.
Unlike profit-making companies, this type of company does not have shareholders or share capital. Instead, it has members (guarantors) who agree to contribute a fixed amount (guarantee) toward the company’s debts if it is wound up.
Key characteristics:
- Operates for non-profit objectives
- Profits are reinvested into the organization, not distributed
- Has a separate legal identity from its members
- Members have limited liability (only up to the guaranteed amount)
This structure is ideal for organizations focused on social impact, community development, education, religion, or advocacy.
Pre-Registration Requirements
Before registering a Company Limited by Guarantee on MBRS, the following are required:
A. MBRS Account Creation
All applicants must first create an account on MBRS using:
- National ID (for Malawian citizens)
- Foreign Resident Permit (for foreign residents)
- Passport (for visitor applicants)
- A valid and active email address
B. Member Requirements
- At least one or more members (guarantors)
- Each member must provide identification details
- Details of Directors [TIN for one is Mandatory ]
- Company Secretary Details
- Beneficial ownership information
- Members agree on a guarantee amount (e.g., MWK 1,000)
C. Company Name Requirements
The name must:
- Be unique and approved by MBRS
- Not be misleading or similar to existing entities
D. Required Documents
- Memorandum of Association (including guarantee clause)
- Articles of Association
- Details of members, directors and company secretary
- Physical address of the organization
- Description of objectives (must be non-profit in nature)
E. Key Information Needed
- Company objectives (clear non-profit purpose)
- Registered office address
- Details of directors and members
Post-Registration Steps
- Change of company name
- Change of directors and particulars of directors and company secretary
- Change of Registered Office or Address For Service
- Notice to Record a Company as Dormant
- Remove A Company from the Register
- Adoption, Alteration or Revocation of Constitution
- Update beneficial owner
Ongoing Compliance
To remain compliant:
- File annual returns with the Registrar
- Maintain proper financial and organizational records
- Ensure activities remain non-profit oriented
- Notify MBRS of any changes in structure or leadership by making amendments
- Comply with relevant sector regulations (e.g., NGO requirements if applicable)