COMPANY REGISTRATION IN NIGERIA
The Corporate Affairs Commission (CAC) through its online platform has now made the incorporation of a company easier. An individual can now register a company online with CAC, as long such an individual understands the requirements for the incorporation process.
Before incorporation, it is important to check whether the proposed name to be chosen or reserved has been registered by another individual. How to check if a company is registered in Nigeria can be done through the CAC’s public search website before making any reservation.
Company registration online with CAC through its online platform involves several steps that must be adhered to strictly in getting the desired results. The steps for company registration in Nigeria are briefly explained below.
- RESERVATION OF NAME
The first major step during the incorporation of a company online with CAC is by filing for a name reservation online. This step is necessary as it helps to reserve the proposed company name for 60days pending the completion of the registration process.
The steps to follow in this section include: create a sign up with the CAC for first-time users or to log in for existing users; then click on Name Reservation; fill the necessary column and pay the necessary fee. Then wait for a few hours or days for either approval or disapproval from the commission.
This is the most important step as the success of this determines the incorporation of the company. The steps to follow in this section include;
- Filling all necessary columns in the online application for registration form. Below are the details required in the form:
- Particulars of the Company, which include nature of principal business the company will be engaged in; the registered office address of the proposed company; email address of the company; and phone number.
- Amount of share capital
- Particulars of the 1st Director(s) (minimum of 1 person above 18years ) – (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport), Percentage of shares to be held: if the director is also a shareholder).
- Particulars of Shareholder(s) (minimum of 1 person) – (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification-(National Identity card, Permanent Voters Card, Driver’s Licence or International Passport), Percentage of shares to be held).
- The proportion of share distribution among the shareholders.
- Particulars of the Company Secretary (company secretary is no longer mandatory for a private company)
- (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport ).
- Statutory Declaration of compliance with the requirements of CAMA by a Legal Practitioner. (To be signed by a Legal Practitioner, and attested to by a Notary Public or Commissioner for Oaths)
- (Name, Date of Birth, Gender, Phone Number, Email Address, Nationality, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport).
- Memorandum and Articles of Association- it is important to note that there is a template Memorandum and Articles of Association (MEMART) in the CAC portal, which can be adopted by any person registering a company. However, any new company that intends to include additional information pertaining to the company’s governance or pre-incorporation agreements among shareholders and directors through its article can seek the service of professionals such as a legal practitioner to draft different articles solely for the company.
- Details of a witness to the MEMART
- Details of Person(s) with Significant Control (PSC).
- Signatures of the directors, shareholders, and a witness.
- After the successful completion of the form, an applicant is to proceed to the payment of the necessary fees. The specific payments to be paid to for incorporation include:
- CAC Fee (depending on the amount of share capital)
- Stamp Duty to the Federal Inland Revenue Service Fees (charged ad valorem in accordance with the share capital)
- Subsequently, the applicant will submit the application online and wait for a response from the CAC.
The CAC will register the company and issue the certificate and other incorporation documents electronically if the process is well completed and all requirements are submitted. If the application is not properly done, a query may be issued.
Finally, the procedure for how to register a company online has been simplified. The timeline to complete a company registration has now been significantly reduced to just a few days, provided all the required documents and information are ready.
However, some parts of incorporation still require external support, especially from a legal practitioner. A service of a corporate lawyer or a CAC accredited agent may be required for the drafting of articles of association different from the general articles’ template provided by the CAC. Also, some businesses have a share capital threshold applicable to them based on the nature of the business to be carried out.
Written by Corporate & Commercial Law Department at Resolution Law Firm, Lagos. Resolution Law Firm is a Licensed company registration agent-based in Lagos Nigeria. The Firm is accredited with the CAC.
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