The Companies and Allied Matters Act 2020 (as amended) regulates and governs the registration of a public company limited by shares in Nigeria. It establishes the Corporate Affairs Commission, which is the Government agency responsible for the supervision of the formation, incorporation, registration, management, and winding up of public companies limited by shares in Nigeria. The procedure and requirement for the registration of a public company limited by shares will be highlighted below.

Section 24 of CAMA defines a public company as any company other than a private company, and which is expressed in its memorandum of association to be a public company. The liabilities of the members of a public company limited by shares must be restricted by the memorandum to the amount, if any, left unpaid on the shares respectively held by them. As provided in Section 21(1) of the Act. One of the features of a public limited company is that it can offer its shares to the general public.

Section 18 of CAMA provides that any two or more persons may form and incorporate a public company limited by shares, by complying with the requirements of the Act, however, there is no limitation on the maximum number of members. Furthermore, the age requirement to incorporate a public company or join in the formation of a company under the Act by Section 20 is 18 years and above, however, a person under 18 years may not be disqualified to participate in a public company if two or more persons above the age of 18 years have subscribed to the company's memorandum.

How to register a Public Company Limited by Shares with the Corporate Affairs Commission in Nigeria

The entire process of registering a public company limited by shares can be summarized as follows:

  • The first step is to check for the availability of the proposed company name by conducting a public search on the public online domain of the Corporate Affairs Commission to confirm if the proposed name of the company has not been registered by another company in existence.
  • The next step is to reserve the name pending registration on the CAC portal for 60 days as prescribed by the Act.
  • The applicant is required to complete the online registration form and upload the required documents using the online company registration portal.
  • The next step is to proceed to make payment of the prescribed registration fee and stamp duty fees, which is to be paid to the Federal Inland Revenue Service (FIRS).
  • Upon submission of the registration details online, the registration will be approved by the Commission and, the Certificate of Incorporation is automatically generated to the applicant's dashboard where it can be downloaded at one's convenience.

The Requirements for the registration are as follows;

  • Two (2) options for the proposed name of the company;
  • The objectives of the company.
  • The address of the company.
  • The share capital and shareholding formula among shareholders of the company.
  • The particulars of a minimum of two (2) Directors with valid means of identification such as identification card, national ID, drivers' license, or international passport.
  • Particulars of the Company Secretary.
  • Particulars of the shareholders of the company and their means of identification. Note that the first directors are also eligible to be the shareholders of the company.
  • The memorandum and Articles of association of the company.

A public company limited by shares is one of the types of companies that can be legally registered in Nigeria.  An individual can register the company online through the company registration portal (CRP) or it can also be done through the services of an accredited agent who understand the registration process better. Public companies limited by shares has its benefits and unique features, but it is not suitable for a start-up company. For a start-up business, the most suitable form of incorporation is the private company limited by shares.

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.