What sets a non-profit company apart is its purpose: it is set up to serve a public benefit, and it applies whatever it earns to that purpose, never paying profits out to its members. In almost everything else — registration, legal personality, directors, articles, duties — it works like any other company.
A non-profit company may still earn money and trade — many do — but whatever it earns is applied to the purposes the company was set up to serve, never paid out to the members as profit. That is the heart of what "non-profit" means here.
Why the application is organised this way
A company is more than a name. To register one, you describe it in a clear order — first what it is, then who owns it, then who runs it, and finally how it decides. The screens follow exactly that order, so by the time you finish you have described a complete, well-governed company — ready to be signed into being.
A non-profit company is registered on the same application as a private one — the differences are a handful of legal facts, not a different journey. Where the application speaks of "shareholders", it says "members" instead; where it speaks of distributing profit, that option is simply not offered.
The fourth part is the one most registries leave unsaid. Here you set it down clearly at the start — and the registry then applies those rules for you, automatically, for the life of the company.
A new legal person
The company begins as an entity defined by five things: its name, its legal type, its capital, its activities, and its registered address.
- Micro, Small and Medium Enterprise: LSL 5 million or less
- Other or Large Business: over LSL 5 million
A non-profit company sets its own capital, the same as any company — there is no minimum. Because no profit is ever paid out, the share-class screens that a for-profit company sees are not shown; the members' contributions stand in their place.
There is no minimum capital for a non-profit company — you set it, and the directors affirm it is adequate.
Licensing fees show automatically when applicable. You may register a business name for each activity.
Who owns the company
A non-profit company belongs to its members — they hold the same authority a shareholder holds: they take the key decisions and oversee the directors. You list each one and record their contribution, which gives them their standing in the company. The difference is that members receive no profit and hold no transferable stake — their say comes from membership, not from owning shares.
A member can be a person or another company. One of them may also be the applicant, and a member can also be a director — the application lets you mark both. A non-profit company must have at least 2 members, with no maximum.
For each member you capture identity, address and TIN, and their contribution to the company. If foreign members hold 30% or more, a business permit is required.
Who runs the company
The members own the company; the directors run it. You list each director — a non-profit company must have at least two — and they consent to act.
Each director provides identity, address and TIN, uploads an ID and a consent to act, and you indicate whether they are the chairperson. Their document details are read and filled in automatically.
How the company makes decisions
This is the part most registries leave unwritten. Here you decide who decides — and by what majority — for each kind of decision. You set it once, and the registry applies it automatically ever after.
Every company has two kinds of decision-maker. The directors run it day to day. The members keep authority over the most important decisions — the ones that change the company itself or commit it heavily. This works exactly as it would for a company's shareholders; in a non-profit company the same authority simply sits with the members.
A rule is simply a percentage: what share of the members (or of the directors) must agree before a decision is valid. For many decisions the law fixes a minimum — often 75%, sometimes 50% — which the screen shows and lets you raise, never lower. Because you record this at registration, the registry can check any future decision against your own rules automatically. The one decision a non-profit company never sees here is distributing profit — that is barred for it by law.
What percentage of directors must approve an ordinary decision?
What you sign — your company's rulebook
Everything you have defined doesn't stay as answers in a form. It becomes the heart of your company's Articles of Incorporation — the rules that govern the company.
The articles have two parts: the standard articles, a complete legal rulebook ready-made for a non-profit company; and your company particulars and governance rules — the part unique to your company, drawn straight from what you entered. Together they are the company's constitution.
