The Importance Of Registering A Business – Adeolu Adesuyi Esq.

The importance of registering a business
can never be over-emphasized. For one, when it comes to doing serious business,
many agencies will never take you serious if your company is not registered.

Secondly, you might have to discover that people and that includes you and I,
feel more comfortable paying for services and products into a corporate account
with the name of an organization than paying into Individual account. You may
have missed an important sale because when your prospect made up his mind to
buy, the account number you sent him was an individual account in your name. He
thought it too risky because it was a sizable amount involved.

People feel if the account is in a corporate name, the organization can be
traced if the transaction went foul. If you register your company, you can use
the documents to open a corporate account with less stress.
In this post, you’ll be learning simple steps you can take to register your
business name with the corporate affairs commission in less than 21 days.


The steps for incorporating a new company at the nation’s registry, The
Corporate Affairs Commission, can be summarized in the following 10 steps:

i. Submission of the proposed Company Names to the CAC. This is the first step
in the entire process. The promoters of the company must decide on a company
name and submit for approval. The government officials reserve the right to
approve or deny company names submitted for a number of justifiable reasons –
availability, suitability, legality, similarity, etc.

ii. Details of Directors: Long story short, you will be required to provide the
biodata of the Directors of the proposed company. This information include:
Full Names, Residential Address, Nationality, Age, Valid Identification
Document and Signature of the Directors. The minimum number of directors for a
private company is 2 and maximum is 50. There is no maximum for public
companies. There are statutory requirements for being a director, one of which
is that the directors must not be less than 18 years old.

iii. Shareholders/Subscribers. The legal minimum number of shareholders in a
private company in Nigeria is 2 and a maximum of 50. The shareholders subscribe
to the memorandum and articles of association and are allotted shares in the

iv. Appoint a Company Secretary. Every Nigerian company must appoint a Nigerian
Company Secretary, as it has become a legal requirement. The company secretary
of a private limited company needs no formal qualifications. It is the
directors’ responsibility to ensure he/she has the appropriate knowledge and
experience to act as a Secretary of the company.

v. Registered Address of the Proposed Company. The company must have a Nigerian
business address. This requirement needs no much explanation and not debatable

vi. Core Areas of the company’s business activities (Nature/Objects of
company). Nigerians and Non-Nigerians are allowed to carry on all forms of business
provided it’s legal and not in the “Negative List”. If the company will engage
in specialist services (Hospital, Consultancy, Schools, Media &
Advertising, etc), the directors may need to provide an evidence of
professional proficiency. E.g. Certificate of a professional body/trade
association, Academic Certificate, or both.

vii. Valid Identification. Although this requirement has been stated earlier,
it is worthy of mention here again. A photocopy of Identification of all the
directors is required. (E.g. National ID card, Data Page of your National
Passport, Voter’s Card or Driver’s License).

viii. The Company’s Share Capital and Allotment. In simple terms, the share
capital of a company (usually in monetary terms), is the amount of capital the
subscribers have to carry on the business. The minimum share capital of a
private company must not be less than N10, 000:00 (Ten Thousand Naira only)
However, for economic reasons, it is advisable that an average Nigerian company
incorporate a N1, 000,000: 00 (One Million Naira only) share capital company. A
company’s share capital is also industry-dependent. For example, advertising
agencies must have at least N10 million as share capital. The law also
stipulates a minimum of N10 million share capital for a Nigerian company with
foreign ownership. Your regulator or adviser should advice you appropriately. A
minimum of 25% of the authorized share capital must be subscribed and paid for.
Once the issue of share capital has been decided on, then the subscribers must
also decide on allotting the shares. If there are 2 persons that formed the
company, they could share it 50% each.

ix. Draft the Memorandum of Understanding and Articles of Association (MEMART).
This is a legal document that spells out the business objectives and the
framework on which the company intends to run its business within the
acceptance of the law. This legal document also shows the particulars of the
shareholders and their shares allotment.

x. Payment of Stamp Duty and Statutory Filling Fees. The total fees payable to
the Stamp Duty office and the Corporate Affairs Commission is dependent on the
company’s share capital.

These are the basic requirements for incorporating a private limited liability
company in Nigeria.

you need professional service to register a limited liability company, please
contact the writer via the email address or phone number supplied below. If you
have any questions on the content of this article, please do not hesitate to
send a mail.

Adeolu Adesuyi Esq.

Magnus Amudi: Shareholders Resolutions: Matters Requiring Special Resolutions

Magnus Amudi: Shareholders Resolutions: Matters Requiring Special Resolutions

Under the Companies and
Allied Matters Act, Chapter C20, Laws of the Federation of Nigeria, 2004 (CAMA)
a resolution may be passed as ordinary or special resolution. An ordinary
resolution is one passed by at least 50% of the votes plus one while a special
resolution is one passed by at least 75% of the votes. The CAMA provides that a
company may, by its articles, provide that any matter not required by the
articles or by the CAMA to be passed by a special resolution shall be passed by
ordinary resolution. As such, all matters can be passed by ordinary resolutions
except the following:

1.     Alteration
of the memorandum of association (section 46(1) CAMA).
2.     Alteration
of articles of association (section 48(1) CAMA).
3.     Changing
the name of the company (section 31(3) CAMA).
4.     Reduction
in authorized share capital (section 106 (1) CAMA).
5.     Making
liability of directors unlimited (section 289 CAMA).
6.     Resolution
that the company be wound up by the court (section 408(a) CAMA).
7.     Resolution
that the company be wound up voluntarily (section 457(b) CAMA).
8.     Authorizing
the liquidator on the sale of undertaking of company to receive shares,
policies, or similar interests as consideration for distribution among members
(section 538 CAMA).
9.     Re-registration
of unlimited company as company limited by shares (section 52(1) CAMA).
10.  Re-registration of a company limited by
shares as unlimited company (section 51(5) and 46(1) CAMA).
11.  Re-registration of private company as
public company (section 50(1) CAMA).
12.Re-registration of public company as a
private company (section 53(1) CAMA).
13.A resolution for a scheme proposed for a
compromise, arrangement or reconstruction or merger between it and another
company (section 539 CAMA).
14.A resolution by the company to pay interest
on equity capital raised to defray the expenses of certain infrastructure
projects which cannot be made profitable for a long period (section 113 CAMA).
A resolution to determine that any portion
of the company’s share capital which has not been already called up shall not
be capable of being called up except in the event and for the purposes of the
company being wound up (section 134 CAMA).
16. A resolution of the holders of a class of
shares to vary the rights attached to that class of shares (section 141 CAMA).
17. A resolution to alter remuneration of
directors fixed by articles of association (section 267 CAMA).
18.In a member’s voluntary winding up, a
resolution, on or after the appointment of a liquidator, that the accounts of
the company shall not be audited prior to its being laid before the general
meeting (section 470(6).
19.In a members voluntary winding up a
resolution to authorise the liquidator to pay any classes of creditors in full;
to make any compromise or arrangement with creditors; to compromise all calls,
and liabilities to calls, debts and liabilities (section 481).
Magnus Amudi
Magnus Amudi is an
Associate Attorney at Aelex. His major areas of practice are
Corporate/Commercial Law, Energy and Natural Resources, Company
Secretarial/Compliance, Labour and Employment Law
Ed’s Note: This article was originally published here.