Nigeria: Requirements For Registering A Company In Nigeria

Last Updated: 26 November 2018
Article by Corporate & Commercial Law Department

REQUIREMENTS FOR COMPANY REGISTRATION

A company is a corporate structure with separate legal personality status. It is statutorily regulated and incorporated for the purpose of profit maximization. All companies, whether a private company limited by shares, private unlimited or a company limited by guarantee must be registered in accordance with the Companies and Allied Matters Act (CAMA), which is the principal law that regulates companies in Nigeria. The requirements for registering a company in Nigeria are straightforward with no intricacies.

The commission in charge of the regulation and supervision of the registration and companies is the Corporate Affairs Commission (CAC) established pursuant to the provisions of CAMA. In one of our previous articles, we explained a step by step guide for company registration, but we shall briefly highlight the basic requirements for an incorporation of a limited liability company here.

It should be noted that the minimum number of persons required to form a company is two (2), with the age capacity not less than 18 years. The only exception for a person less than 18 years to register a company is where there are two or more adults involved in the formation of the company.

Requirements to register a limited liability company

  1. The first step required by the applicant is to choose two suitable proposed names for the company. Where this is done, an availability check will be conducted on the CAC online portal to find out if the name is available and not already in use.
  2. Choosing the type of company to be registered whether a private limited company or private unlimited company or company limited by guarantee.
  3. The objectives and business of the company must be provided.
  4. The registered principal address of the company.
  5. The share capital and shareholding formula among shareholders will be required.
  6. The particulars of a minimum of two (2) Directors will be required. A copy of their means of identification such as voter's card, national ID, drivers' license or international passport.
  7. Particulars of the company secretary (one of the directors may also act as the Secretary of the company)
  8. The applicant will be required to furnish details of the shareholders of the company. Details such as names, occupation, residential address, email address, mobile phone number and means of identification such as driver's license, international passport or national identity card. It should be noted that the directors listed can also hold the capacity of shareholders in the company if desired.
  9. The memorandum and Articles of association of the company to be registered which is advisable to be drafted professionally by a Legal Practitioner. However, the CAC has provided a generic MEMART, which any new company can be adopted.

Fees required

The applicant will also be required to pay a filing fee to the CAC and stamp duty paid to the Federal Inland Revenue Service (FIRS).

Where this information is provided for, the following statutory forms will be required to be filled and submitted along with the evidence of payment at the CAC and other requirements:

  • Form CAC 1- Availability search and reservation of name
  • Form CAC 1.1-Pre-registration form.

Incorporation can be commenced online by an individual applicant or through a CAC accredited agent at the CAC's online portal. Where an individual commenced the incorporation himself or herself, such a person will still require the services of a legal practitioner for an attestation.

Conclusion

In conclusion, to operate any company in Nigeria, such a company must be incorporated. Although the company registration can be initiated online, the original copies of the documents used for the registration must be submitted to the CAC before the Certificate of Incorporation can be issued to the owners or their agent.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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