Primarily, the Corporate Affairs Commission is given the responsibility of registering companies in Nigeria. The body was setup by the Companies and Allied Matters Act (CAMA). Company registration in Nigeria can now be completed online using the new e-registration portal launched by the Corporate Affairs Commission (CAC).
The electronic registration platform for companies in Nigeria has been upgraded in line with the implementation of the Companies and Allied Matters Act (CAMA).
The CAC registration is an unquestionable first requirement for setting up a business in Nigeria.
Below are the current requirements, key facts and steps for getting a company registered in Nigeria.
Key Facts & Requirements for Registering a Company in Nigeria
- Only one person can register a company and act as both director and shareholder where no foreigner will be involved in the composition of the company.
- Where foreigners will be involved, a minimum of two directors will be required. And where the shareholders are individual foreigners, a minimum of two persons are required to act as shareholders for the company.
- A foreign company can register a Nigerian subsidiary and be the sole shareholder provided such company will appoint a minimum of two directors.
- A private company with only local director(s) is not mandatorily required to appoint a secretary at a point of incorporation, however, a company owned by foreigners or involving foreign participation must appoint a secretary at the point of incorporation.
- Every company must have an address in Nigeria at the point of registration (registered office address).
- Director of a Nigerian company must be above 18 years.
- Nigerian citizens can register a company with any authorized share capital amount; however, a foreign-owned company must have a minimum of Ten Million Naira authorized share capital to be incorporated.
- Where an agent or a corporate lawyer is retained for a company registration, the applicant needs not to travel to visit the agent before the incorporation can be completed as the entire value chain can now be completed online.
STEPS FOR REGISTERING A COMPANY IN NIGERIA
In registering a company in Nigeria, it's an easy process, which is supervised by CAC in their online portal. Below are steps on how companies are registered in Nigeria:
- Search Available Company Name.
- Reserve Company Name.
- Complete all statutory forms.
- Pay for filing fees.
- Pay for stamp duty.
- Submit the application for registration and register the company.
- Once approved, the certificate and other incorporation documents can be downloaded online.
Search Available Company Name
A name may be disallowed in the event that it currently exists with another owner, or incorporates disallowed words, for example, 'Government', 'Council' e.t.c without necessary authorization. Composed Company name must be unique, and it is not yet allocated to any other enterprise, this search could be done under the Public Search section.
Reserve Company Name
At this stage required details including the type of company i.e. private company limited by shares, public company etc. is being registered and inputted alongside the proposed name.
The applicant should get a response from the CAC on the status of the application for name reservation within 24 hours. If the business name reservation is successful one will get an approval note containing a name availability code.
Register your Company
Once the name is reserved, the applicant is to proceed to complete necessary statutory forms and pay requisite fees. To complete the registration, applicant must fill the nature of the business, particulars of the company, particulars of director(s) and shareholder(s).
For information on company directors and shareholders, applicant must input personal data such as name, date of birth, gender, phone number, means of identification as well as percentage of shares to be held. Similarly, applicant must fill in the details for the company secretary where required.
The stipulated CAC registration fee (which varies by company type and size) plus stamp duty must be paid.
Documents to be Obtained after Incorporation
Where any applicant has completed the registration of a company in Nigeria, the applicant shall receive the following documents:
- Incorporation Certificate, which shall include tax identification number (TIN) of the company.
- Application for Registration Status of the company, which shall reflect the registered address, name of director(s), name of shareholder(s) and secretary of the company (if applicable) at the date of registration
- Memorandum and Articles of Association (MEMART) of the company
Upon completion of a company registration and approval by the CAC, the company's Certificate of Incorporation will be available to be downloaded online. A company registration can be completed within two to seven working days where there is no unexpected delay or constrains. The size or share capital of a company depends on the type of business to be carried out and whether foreigner is involved in the company or not. Some businesses require certain number of authorized shares capital to be registered. It is important to consult a corporate lawyer or an accredited agent to ascertain the appropriate shareholder threshold required for a certain businesses.
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.