How to Register a company in Nigeria
To register/incorporate a company, you need to first know what a company is. A company is a type of corporate structure whereby the legal status of the business is separated from the proprietor/promoter of the business. The company has something called ‘corporate personality’. There are a number of benefits to registering a company and you can read up on some of them in this article – 7 Benefits of Incorporating a Company.
There are 2 types of companies- private and public companies. In this article we will only be concerned with private companies. There are 3 types of private companies- a company limited by shares, company limited by guarantee, and an unlimited company. The majority of businesses in Nigeria are private companies limited by shares, therefore in this article we will only deal with private companies limited by shares. The law that deals with the regulation of companies in Nigeria is the Company and Allied Matters Act (CAMA). It deals with the various types of company structures, eligibility, process for registration/incorporation, and rules for operation. The regulatory body that is in charge of implementing the provisions of the CAMA is the Corporate Affairs Commission (CAC).
Step 1 – Name Availability/Reservation
The first step to register a company in Nigeria is called the name availability search. At this stage you want to find out if the name which you want to register your company with is available and not already in use. There are 2 ways you can do a search. You can do a free public search on the CAC website. The website has a public search tool here which you may use to do an initial free search – http://publicsearch.cac.gov.ng/comsearch/
If you conduct this search and finally decide on what name you want to use and confirm that it is not in use by anyone else, you can then proceed to officially conduct a search using the CAC online portal. The search costs N500 (Five hundred naira) and if your name is available you can reserve it for 60 days.
It’s important to note that when you are reserving a name, you choose a name that is considerably unique (you should have at least 2 options). You should not use generic names, as they will most likely be taken already. Also you are restricted from using certain names –
- Names that contain the words “Chamber of Commerce”, “Federal”, “National”, “Regional”, “State”, “Government”, “Municipal” or “Chartered”, “Co‐operative” or the words “Building Society”; or “Group” or “Holding”
- Names that in the opinion of the Commission is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy;
- Names that in the opinion of the Commission would violate any existing trademark or business name registered in Nigeria unless the consent of the owner of the trademark or business name has been obtained.
Step 2 – Register the Details of the Shareholders
Under Nigerian law, a private company must have a minimum of 2 members, and can only have a maximum of 50 members. The founding members must not be – under the age of 18 years old (unless at least 2 other members are over the age of 18), of unsound mind, an undischarged bankrupt, or disqualified by CAMA from being a Director
The information which you will need to present include – the name of the shareholders, residential address, occupation, email address and mobile phone number. You will also need to provide a recognised identity document e.g. international passport, drivers licence, national identity card etc.
Step 3 – Prepare the Documentation
The documents required for the registration of a company include:
- Memorandum and Articles of Association
- Notice of registered address of the business
- List, particulars, and consent of the first Directors of the company
- Statement of compliance by legal practitioner
Under the new CAC process, individuals are able to get all the required documentation from the CAC portal. However, please note that with respect to the Memorandum of Association and Articles of Association, the CAC portal only provides templates, and therefore if your line of business is one which requires special documentation, you should consider getting these drafted professionally by a lawyer.
Step 4 – Payment, Submission and Pick Up
Once you make the relevant payments online (the amount depends on the share capital of your company), you can upload all the documents and your submission is finalised. After submission, the CAC will contact you if there are any queries. If there are no queries, the CAC will inform you once the registration is complete, and then you can go to their office to pick up your certificate of incorporation.
If you want to find out more about the process for registration at the CAC, you may find out more on their website here – http://new.cac.gov.ng/home/online-registrations/
Once you are given your Certificate of Registration/Incorporation, there are certain things which you have to do, failure of which could involve fines:
- Registration for Companies Income Tax and Value Added Tax with the Federal Inland Revenue Service (FIRS)
- Special Control Unit Against Money Laundering (SCUML) Registration (if applicable)
- Every company in each year is to hold an Annual General Meeting (AGM)
- Filing of annual returns 42 days after AGM
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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. If you require legal advice, please consult with a qualified lawyer.