Complete Guide to Registering a Company in Nigeria

Quick answer: Complete Guide to Registering a Company in Nigeria is a public legal-education guide. The correct legal step may depend on the facts, documents, location, timing, and current law, so readers should seek tailored legal advice before acting.

This article is provided for general legal education only and is not a substitute for advice on a specific matter.

A COMPLETE GUIDE ON HOW TO REGISTER A COMPANY IN NIGERIA

The Corporate Affairs Commission is given the responsibility of registering companies in Nigeria. This 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).

With regard to corporate matters, only accredited legal practitioner, chartered accountant, chartered secretary who are duly registered with Corporate Affairs Commission (CAC) are the professionals allowed to transact business with the commission.

KEY 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.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

CONDUCT A NAME AVAILABILITY SEARCH

The first step to register a company in Nigeria is to conduct a name availability search. The essence of the search is to find out if the name you want to use to register your company is available because 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.

There are two ways you can conduct a search. You can conduct a free public search on the CAC website. After conducting this search and eventually decide on what name you want to use and prove that it is not already chosen and used by someone else, then you can go ahead.

RESERVE THE PROPOSED 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 THE DETAILS OF THE SHAREHOLDERS

A private company must have at least a minimum of two members and can only have a maximum of 50 members according to the Nigerian law. They must all be above 18 years including the founding members. The information you will be required to present include the name of the shareholders, residential address, occupation, email address and mobile phone number. You will also be required to provide a recognized identity document such as national identity card, driver’s license, international passport, etc.

PREPARE THE DOCUMENTATION

The documentations required for the registration of a company name include: Memorandum and Articles of Association; list, particulars and consent of the first Directors of company, and statement of compliance by legal practitioner.

Individuals can get all the required documentation from the CAC portal according to the new CAC process. Nonetheless, you should note that the CAC portal only provides templates with respect of the Memorandum of Association and Articles of Association, and therefore you need to consider getting these drafted professionally by a lawyer if your line of business is one that requires special documentation.

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

Registering your company provides legal liability protection for your company and builds up trust in the heart of your clients. Company registration is not that difficult with and 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.

NB: This article is not a legal advice, and under no circumstance should you take it as such. All information provided are for general purpose only. For information, please contact chamanlawfirm@gmail.com

WRITTEN BY CHAMAN LAW FIRM TEAM

EMAIL: chamanlawfirm@gmail.com

TEL: 08065553671, 08024230080

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Speak with Chaman Law Firm before taking a step that may affect your rights, property, business, family, or dispute position. You can book a consultation or review the relevant practice area for more context.