The commission in charge of business registration in Nigeria is the Corporate Affairs Commission (CAC), which was established by virtue of the Companies and Allied Matters Act (CAMA) 2020 to regulate the formations and operations of companies in Nigeria.
There have been various developments with respect to business formation in Nigeria recently. One of the innovations that have been introduced to business registration process in Nigeria by the CAC is the provision of the electronic certificate of incorporation and other incorporation documents.
The most registered type of business or incorporation in Nigeria is the private company limited by shares.
Requirements for Business Registration in Nigeria
Below are the requirements an applicant must provide to commence the registration of a limited liability company in Nigeria:
- The registered address of the proposed company
- Email and phone number of the proposed company
- Forms of identification such as National Identity Card, International Passport, Driver's license of the directors and shareholders.
- Approval note of name reservation from CAC
- Director(s) & shareholders(s) full names, residential address, occupation and date of birth.
- Objects of the company
- Statutory fees and Stamp duty
- Incorporation certificate and company resolution where another registered company (either local or foreign) will be a shareholder or subscriber to the proposed company.
Current Procedure for Company Registration in Nigeria
- Conduct a company name search: the first step in company registration is to conduct a name search at CAC's company registration portal. This search can be conducted by an accredited agent where one is hired for the registration. The applicant is to provide two names, which can be used to conduct the search. The name search takes about 24 to 48 hours to be completed. If the name is approved, the CAC will issue an Approval Note indicating the name has been reserved for registration for the applicant.
- Complete & prepare the MEMART and other statutory forms: after the name has been reserved, the next step is to complete the online statutory forms, which include Application for Registration of Company Form and Memorandum and Articles of Association (MEMART). To complete the forms, the applicant must provide details of directors & shareholders; details of the company; shareholding structure; objectives of the company other information.
- Pay the Stamp duty and filing Fee: after all necessary have been provided, the CAC registration fee and stamp duty must be paid through the portal. These fees are dependent on the number of share the company will have. The higher the share capital, the higher the fees to be paid. It is important to note that the applicant needs not to pay or show evidence of having the share capital during the registration process.
- Uploading relevant documents: the next step is to upload relevant documents such as identification cards or the directors and shareholders. And where any registered or existing company will be a shareholder, it is also important to upload the incorporation certificate of such a company.
- Submission of registration application online: once all the statutory forms have been completed and necessary documentation uploaded online, the application can be submitted for registration.
- If the registration is approved, the electronic incorporation certificates together with the Tax Identification Number and other incorporation documents will be issued by CAC for the company.
- The applicant or its agent can then download the Certificate, Application for Registration Form and MEMART online.
In closing, the CAC registration process must be carried out strictly in compliance with the CAC regulations, especially the authorized share capital requirement for each business. For instance, a company intending to engage in a payment gateway business must have a minimum of 100 Million Naira authorized share capital, and where any foreign individual or foreign company is to be involved in the proposed company as a director or shareholder, the authorized share capital of the proposed company must be a minimum of Ten Million Naira.
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.