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.
REQUIREMENTS FOR INCORPORATING A PRIVATE
COMPANY IN NIGERIA.
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.
Many people have always toyed
with the idea of registering their own companies and organisations, with SMEs
sprouting up like wildfires in Nigeria and the drive for self- employment
gaining momentum. Whether your start-up is about IT, legal or business services
or you are considering starting your own NGO; one of first things you will have
to do is register your company or organisation. That’s where this article comes
Registering your organisation or company
in Nigeria is fairly easy and not as difficult as some believe it is, the
process begins at Corporate Affairs Commission (CAC), the CAC is in charge of
regulating company affairs and conducting company registration in Nigeria.
There is a CAC office in every state while Lagos State has two.
INCORPORATION OF COMPANY
(PRIVATE OR PUBLIC)
Incorporating a company or corporations
is distinct from sole proprietorships and partnerships in a number of ways. The
most obvious difference between a corporation and other business structures is
the ability of corporations to raise large sums of money by selling stock
shares to investors. Instead of being centered on a single person or a small
group, ownership of an incorporated business is spread out among stockholders,
who have the right to vote on key business decisions. There are 3 major forms of
limited by shares
companies are limited by shares, this ‘stake’ usually refers to the shares held
by the company’s shareholders. In such a company, the shareholders’ obligation
is to pay the company for the shares they have taken in it. The individual puts
money into the company, and in return the company gives it a percentage of
ownership, in the form of shares (how much of a company the individual in
question owns depends on how many shares he/she has in comparison with the other
people, if any, who own shares in that company). Requirements for registering a corporation in Nigeria include;
- Availability and Reservation of Name
- Payment of appropriate Stamp Duty to Federal
Board of Inland Revenue
- Submission of Memorandum and Articles of
Association together with statutory forms for verification and assessment
- Payment of filing fees at the Corporate Affairs
limited by guarantee
In a company
limited by guarantee, there are no shares – hence there are no shareholders.
Instead, the company will have ‘members’. The members of a company limited by
guarantee are bound by a guarantee in the company’s articles of association,
which requires them to pay the company’s debts up to a fixed sum. Requirements for Incorporation of a Company
Limited by Guarantee include:
- Availability and Reservation of Name
- Memorandum and Articles of Association
- Completion of Statutory Forms
- Payment of Stamp Duty to Federal Board of Inland
- Payment of filing fees
- The consent of the Attorney-General of the
company is a private company whereby the owners or the partners accept
unlimited and personal liability for its debts in order to avoid double
taxation of a limited company. This type of company is exempted from publishing
their annual account with public authority. Simply registering a business name
is often favoured by Sole proprietors i.e. an individual proprietor who owns
and manages the business and is responsible for all business transactions. The
owner is also personally responsible for all debts and liabilities incurred by
the business. Partnerships may also conduct their business by simply
registering a business name. You can register your busy name in very easy
Choose a number of uncommon business names
Conduct a search at the CAC to find out if the
name is available.
Submit a duly completed statutory form with two
passport sized photographs of each applicant attached to the form.
Pay filing fees at the CAC
Reservation of name at the CAC cost N500 (Five Hundred
Naira) while registering business name cost N10, 000 (Ten Thousand Naira). Note
that the proposed name of your business must be clearly written on the form and
individuals can register a business name without the services of a lawyer.
NON – GOVERNMENTAL ORGANISATIONS
A non-governmental organization
(NGO) is any non-profit, voluntary citizens’ group which is organized on a
local, national or international level. Task-oriented and driven by people with
a common interest, NGOs perform a variety of service and humanitarian
functions, bring citizen concerns to Governments, advocate and monitor policies
and encourage political particpation through provision of information. Some are
organized around specific issues, such as human rights, environment or health.
They provide analysis and expertise, serve as early warning mechanisms and help
monitor and implement international agreements. Registration of Incorporated
Trustees (NGO’s) takes the following procedure;
- Availability of name
- Procurement of application form which contains a
memorandum for guidance of application.
- Publication of notices in three (3) national
dailies, one being a local newspaper widely circulated in the area where the
organization is based.
- Submission of the duly completed application
form in triplicate which should be accompanied by the following.
- A formal letter of application
- The original newspaper publications
- 2 copies of Applicant’s constitution
- Minutes of the meeting whereat the trustees were
appointed, having the list of members present and absent and showing the voting
pattern, signed by Chairman and Secretary of the Board.
- Minutes of the meeting where the special clause
rules was adopted into the constitution of the organization; signed by
Secretary and Chairman.
- Trustees (Applicants) have to attach 2 passport
sized photographs of themselves.
- Trustees have to sign against their names on the
application form (encld) and furnish permanent residential addresses.
impression of the common seal should be affixed on page 11 of the form and draft
of 20,000.00k in favour of CAC and made payable in Abuja.
- Two copies of the application form.
- Application form duly signed by Secretary and
Chairman of the Board.
For futher information on company
registeration, log on to the CAC Website on www.cac.gov.ng.