CAC - Legalnaija

COMPANY OBLIGATIONS AFTER INCORPORATION by Adedunmade Onibokun

by Legalnaija | Feb 3, 2016 | Uncategorized

Credits – indianweb2.com

Many
people who have incorporated companies in Nigeria sometimes don’t know the
steps to take after incorporation. Many do not know if they are required to
file returns or even how to go about their tax registrations and payments. Via
this blog, I will be sharing post incorporation obligations for company owners
as it relates to the Corporate Affairs Commission (CAC) and on subsequent posts
share tax obligations for every new and existing company registered under the
Companies and Allied Matters Act.

Please
note that these post incorporation obligations are in line with the provisions
of Companies and Allied Matters Act (CAMA).

1.
Every company must keep a
register of its members as provided for under Section 83 (1) – (5) and Section
84 (1) – (4).

2.
Every company having more
than 50 members must keep an index of its members except the register is in
such a form as to constitute an index. Section 85 CAMA.

3.
Section 97 states that all
public companies shall keep a register of interest in shares.

4.
Every public company shall
within a period of 6 months from the date of its incorporation hold a general
meeting of the members of the company as stated in Section 211 CAMA.

5.
Every company shall in
each year hold a general meeting as its annual general meeting in addition to
any other meetings held in that year and shall specify such in the notice
calling it as stated in Section 213 (1) CAMA. It should be noted that not more
than 15 months must elapse between one general meeting and the next.

6.
Every company shall cause
minutes of all proceedings of meetings as provided for under Section 241(1) –
(4) to be entered in books for that purpose.

Credit – hatechsolutions.com

7.
By virtue of the
provisions of Section 246(2) CAMA, any company whose number of directors falls
below two, shall within one month of its so falling appoint new directors and
it shall not carry on business after the expiration of one month, unless such
new directors are appointed.

8.
The company directors must
have their first meeting not later than 6 months after incorporation as stated
in Section 263 CAMA.

9.
Every company shall keep
at its registered office, register of its directors and secretaries by virtue
of Section 292(1)CAMA.

10. Every company must have a
company secretary as stated in Section 293(1).

11. Every company shall, at least once in every
year make and deliver to the commission an annual return in the form containing
the matters specified in Sections 371, 372 or 373 of the Act as may be
applicable. Provided that accompany need not make a return under the Section
either in the year of its incorporation or if not required by Section 213 of
the Act or hold an annual general meeting during the following year, in that
year.

12. Any change in the
registered Head Office address of the company must be given to the commission
within fourteen days of such a change as provided for under Section 547(2)
CAMA.

13. Every company after
incorporation shall paint or affix its name and registration number on the
outside of every office which it carries on business. Section 548(1) CAMA.

14. Every banking company or insurance company or
benefit society shall before it commences business and also in the first Monday
in February and first Tuesday in August in every year during which it carries
on business submit to the commission a statement in the form, in schedule 14 to
the Act.

This
aforementioned obligations are however not exhaustive, as the CAC issues
various regulations from time to time. However, it is important that every
company appoints a company secretary whose duty will be to ensure compliance
with the CAC rules and regulations.

Adedunmade
Onibokun Esq,

Dunmadeo@yahoo.com

@Adedunmade/Twitter

WHY YOU NEED A COMPANY SECRETARY

by Legalnaija | Jul 30, 2014 | Uncategorized

Every Company shall have a ~~gateman~~
Secretary, so says the ~~HR Manager~~ law in Section 293 of The Companies and Allied Matters
Act, CAP. C20, Laws of the Federation of Nigeria. By secretary, I do not mean a
receptionist or a customer care practitioner; neither do I mean a person who
just assists with correspondences or making appointments nor that stern looking
woman who sits in front of the Executive- Director’s office and acts like she’s
the gate-keeper to the Promised Land. By Secretary, I mean a corporate officer
in charge of the official correspondences of the company, minutes of board
meetings, and records of stock ownership and transfer.

A company secretary is appointed
and can be removed by the Directors of a company, and like the Directors of a
company, the secretary plays a very important role in the company’s daily
administration. The part played by the Company Secretary is further strengthened
by the Corporate Affairs Commission (CAC) directive that all companies appoint a
Company Secretary and file evidence of same before the commission.

CAMA, in Section 298 provides that
the functions of a Company Secretary includes;

a. Attend
the meeting of the company, the board of directors and its committees,
rendering all necessary secretarial services in respect of the meeting and
advising on compliance by the meetings with the applicable rules and
regulations;

b. Maintaining
the registers and other records required to be maintained by the company under
this Act;

c. Rendering
proper returns and giving notification to the commission required this Act; and

d. Carrying
out such administrative and other secretarial duties as directed by the
director, or the company.

It is the duty of the Company
Secretary to maintain certain statutory registers on behalf of the company
including;

Register of members and shareholders.
Index of members where they are more than 50.
Register of Debenture Holders
Register of Directors/ Secretaries.
Accounting records
Register of charges, and
Register of interest in shares.

Furthermore, a secretary shall
not owe fiduciary duties (duty to act with good faith) to the company except where
he is acting as its agent, then he shall owe fiduciary duties to it, and as
such shall be liable to the company where he makes secret profits or lets his
duties conflict with his personal interests, or uses confidential information
he obtained from the company for his own benefit (Section 297).

To be a Company Secretary, such person must have the requisite
knowledge and experience to discharge the functions of a secretary, and in the
case of a public company, he shall be either a member of the Institute of
Chartered Secretaries and Administrators; or a legal practitioner; or a member
of the Institute of Chartered Accountants; any person who has held the office
of company secretary for a period of 3 years; or a corporate body or firm
consisting of the above mentioned people (Section 295).

Adedunmade Onibokun Esq.

@adedunmade

HOW TO REGISTER YOUR BUSINESS

by Legalnaija | Mar 29, 2014 | Uncategorized

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
in.

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
companies including;

1. Company
limited by shares

Because most
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
Commission

Company
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
Revenue
Payment of filing fees
The consent of the Attorney-General of the
Federation

3. Unlimited
company

Unlimited
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
steps;

1.
Choose a number of uncommon business names
(about 3).

2.
Conduct a search at the CAC to find out if the
name is available.

3.
Submit a duly completed statutory form with two
passport sized photographs of each applicant attached to the form.

4.
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.
The
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.

Adedunmade Onibokun

@adedunmade