4 Things to know about a Certificate of Incorporation

4 Things to know about a Certificate of Incorporation

  1. What is it?

A certificate of incorporation is a document given by the companies’ regulation agency of a country (in Nigeria’s case this is the Corporate Affairs Commission – CAC) as evidence of the existence of a company, and it’s right to do business.

The certificate of incorporation is similar to what a Birth certificate is to an individual. It signifies that the company not only exists, but also is recognised by law.

  1. Who gives it/who is it given to?

The Corporate Affairs Commission in Nigeria gives the certificate of incorporation. For it to be valid, it must be signed by the Registrar of Companies. The certificate of incorporation is given to these classes of companies in Nigeria:

  • Private company limited and unlimited by shares
  • Public company limited and unlimited by shares
  • Incorporated trustees
  1. When is it given?

There are various stages of a company’s life when a certificate of incorporation is issued to it;

  • The obvious one being upon incorporation, this is fairly straightforward, you register your company, and then as evidence that your company has been registered, you are issued with a certificate of incorporation.
  • If your company goes through the process to change its official name with the CAC, you will be issued with a new certificate of incorporation which shows the change of name.
  • When your company undergoes some kind of restructure, for instance if your re-register your company, you would most likely be issued with a new certificate of incorporation. Re-registration basically means you change the type of company, for instance your company was a private company but it has now become a public company or vice-versa, or was a company which had unlimited liability, but has now re-registered as one with limited liability (or vice-versa).
  1. Can it expire?

The validity of your company’s certificate of incorporation is tied to the company. So long as the company is still legally trading, the certificate of incorporation is valid. If however the company stops trading, for instance it goes through the process for winding up of a company as laid out in the Companies and Allied Matters Act.

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We hope you have found this information helpfulPlease note that this information is provided for general informational purposes only and is not intended to be legal advice. No lawyer-client relationship is formed nor should any such relationship be implied. It is not intended to substitute for the advice of a qualified lawyer. If you require legal advice, please consult with a qualified lawyer.

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