The Corporate Affairs Commission (CAC) is the body responsible for company registration in Nigeria and all company registration applications must be submitted directly to the CAC. The powers and authority of the CAC come from the Companies and Allied Matters Act 2020 (CAMA).

The entire company registration processes are now done online through the CAC accredited agent portal or an individual portal created by self solely for the purpose of registration.

REQUIREMENTS FOR THE REGISTRATION OF A COMPANY IN NIGERIA

Below are the requirements for the registration of a company with the CAC:

  1. Proposed name of the company (two names should be provided).
  1. Details of the Company
  • Address
  • Email address and Phone number
  1. Details of Director(s) and Shareholder(s)
  • Names of Director(s) and shareholder(s),
  • a copy of their means of identification ( e.g International passport or National Identity Card or Voter's Card or Driver's License),
  • Addresses, Phone numbers, Email addresses and Signatures on plain sheet of paper
  • Incorporation Certificate of the company appointed as a shareholder (only applicable if another company will be appointed as shareholder)
  • Signatures sample of the directors and shareholders
  1. Details of the Secretary (Secretary can be an individual or a company)
  • Name and Address
  • RC number of the Secretary (where it is a company)
  • a copy of his or her means of identification (e.g International passport or National Identity Card or Voter's Card or Driver's License) (where it is an individual)
  • Phone numbers, Email addresses and Signatures on plain sheet of paper (where it is a company, signature of one of the directors of the company.

It is important to take notice that appointment of secretary is no longer mandatory for a local & small company.

  1. The authorized share capital of the company
  • This will depend on the services the company intends to engage in Nigeria. It is important to note there is a mandatory share capital threshold applicable to certain businesses in Nigeria.
  1. The shareholding formula or percentage of each shareholder in the company if the new company will have more than one shareholder.
  1. Objectives of the company (i.e. the business the company intends to be carrying out in Nigeria)

STEPS INVOLVED IN THE REGISTRATION OF A COMPANY

  1. Name search
  • The applicant will submit the two proposed names of the company on the CAC portal for search as to its availability. An official fee will paid to CAC as regards the name search.
  • Where either of the names is available, an approval notice will be sent to the applicant by CAC containing the approved name and an availability code that will be required for the registration.
  1. Registration

The steps for the company registration are as follows:

  • The Applicant or accredited agent login into the CAC portal.
  • The Applicant fills the following sections accordingly:
    • Company details
    • Objects of the company(The activities the company intends to carry out)
    • Authorized share capital (The sharing percentage for each shareholders if they would be more than one shareholder)
    • Witness details
    • Directors details
    • Secretary details (there is an option to skip this step)
    • Shareholders details
    • Persons with significant control (PSC) of the authorized share capital details
    • An accredited agent's details
    • Upload of necessary documents
  • The Applicant proceeds to pay the CAC official fee and also the Stamp duty fee.
  • After payment of the prescribed fees, the registration application is submitted and stays pending until it is approved or queried by the CAC.
  • Upon registration the CAC issues the soft copy of the following documents - Certificate of Incorporation, Status Report and a Memorandum and Articles of Association.

It is important to note that the CAC Certificate of Incorporation now comes with a Tax Identification Number, which can be used for the tax filing of the company with the Federal Inland Revenue Service (FIRS).

Finally, all the requirements for company registration can be submitted to an accredited agent or directly to CAC online. The incorporation process in Nigeria can now be completed without physical submission of any documents.

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.