4 Things to know about a Certificate of Incorporation
A certificate of incorporation is a document issued 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 its 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 is recognised by law.
There is one important qualification to that analogy under the current law. Section 41(6) of the Companies and Allied Matters Act 2020 provides that the certificate is primary evidence that the requirements for registration have been complied with. Under the old CAMA it was conclusive evidence. The difference matters: primary evidence is strong, but it can be challenged and displaced. The certificate is a very good starting point, not the end of every argument.
1. Who gives it, and who gets it?
The Corporate Affairs Commission issues it.
Note that the certificate is now issued electronically. You download it from the CAC portal, and it carries a QR code that banks, government agencies and embassies can scan to verify it against the live CAC database. If you are checking someone else’s certificate, that QR code and the CAC’s public register are your verification tools — not a signature on the face of the document. Anyone can forge a signature. Very few people can fake a live database record.
A certificate of incorporation is issued to:
- Private companies limited by shares
- Public companies limited by shares
- Private and public unlimited companies
- Companies limited by guarantee
- Incorporated trustees (registered under Part F of CAMA 2020 — these are associations rather than companies, but they do receive a certificate of incorporation)
CAMA 2020 also introduced Limited Liability Partnerships and Limited Partnerships, which are registered under Parts C and D and receive their own certificates on registration.
One point of frequent confusion: if you registered a business name, you did not get a certificate of incorporation. You got a certificate of registration. A business name is not a separate legal entity and does not have the limited liability protection that incorporation gives you. If your certificate says “registration” rather than “incorporation,” that is not an error — it tells you what you actually have.
2. When is it given?
There are various stages of a company’s life when a certificate of incorporation is issued:
- The obvious one, upon incorporation. You register your company, and as evidence that it has been registered you are issued a certificate of incorporation.
- If your company changes its official name with the CAC, you will be issued with a new certificate reflecting the change of name.
- When your company undergoes a restructure — most commonly a re-registration. Re-registration means changing the type of company: a private company becoming a public company or vice versa, or a company with unlimited liability re-registering as one with limited liability.
3. Can it be taken away?
Yes, and this is where CAMA 2020 changed things significantly. Section 41(7) empowers the Corporate Affairs Commission to withdraw, cancel or revoke a certificate of incorporation where it discovers that the certificate was fraudulently, unlawfully or improperly procured. Section 41(8) allows that withdrawal to be published in the Federal Gazette. This power did not exist under the old law.
4. Can it expire?
Not by the passage of time — but do not take too much comfort from that. Your certificate remains valid so long as your company remains on the register, and there are two ways to come off it.
The first is winding up, where the company is formally brought to an end under the procedures in CAMA 2020.
The second is the one that catches ordinary businesses, and it has nothing to do with whether you are trading. Under sections 692(3) and (4) of CAMA 2020, the CAC can strike a company off the register for failing to file annual returns and other statutory documents. The Commission has been doing this in large batches: in July 2026 it published a list of 100,000 companies earmarked for striking off in Batch 6, giving them 90 days to regularise before removal without further notice. Many of those companies are actively trading. Trading and filing are not the same thing, and only one of them keeps you on the register.
If you want to check whether your company is affected, the lists are published on the CAC website. Regularising means filing all outstanding annual returns and, where applicable, disclosing your Persons with Significant Control — the beneficial ownership information the Commission now requires.
One last thing: the certificate is not the only document you need
Many people assume the certificate of incorporation is all the proof anyone will ever ask for. It is not. The CAC has phased out the old Form 2 and Form 7 in favour of the Status Report, which shows your current directors, shareholders and filing position, and which also carries a QR code for live verification.
Your certificate proves your company exists. Your Status Report proves it is still in good standing. Banks, government agencies and counterparties increasingly want the latter, and most will not accept one more than three to six months old.
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We hope you have found this information helpful. Please 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.