A company is a corporate structure with a separate legal personality.  It is statutorily regulated and incorporated for the purpose of profit maximization. All companies, whether a private company limited by shares, private unlimited or a company limited by guarantee must be registered in accordance with the Companies and Allied Matters Act (CAMA) 2020, which is the principal law that regulates companies in Nigeria. The requirements for registering a company in Nigeria are straightforward with no intricacies.

The commission in charge of the regulation and supervision of the registration and companies is the Corporate Affairs Commission (CAC) established pursuant to the provisions of CAMA. In one of our previous articles, we explained a step by step guide for company registration, but we shall briefly highlight the basic requirements for incorporation of a limited liability company here.

It should be noted only one person can register a company in Nigeria starting from January 2021 in line with the provisions of CAMA 2020

Requirements to register a limited liability company

  1. The first step required by the applicant is to choose two suitable proposed names for the company. Where this is done, an availability check will be conducted on the CAC online portal to find out if the name is available and not already in use by another company.
  2. The objectives and business of the company must be provided.
  3. The registered principal address of the company.
  4. The share capital and shareholding formula among shareholders will be required.
  5. The particulars of a minimum of one director will be required. A copy of their means of identification such as voter’s card, national ID, drivers’ license or international passport and signatures on plain paper.
  6. Particulars of the company secretary (this is optional for a private company in line with CAMA 2020).
  7. The applicant will be required to furnish details of the shareholders of the company. Details such as names, occupation, residential address, email address, mobile phone number and means of identification such as driver’s license, international passport or national identity card. The director can also be the shareholder of the company.
  8. The Memorandum and Articles of Association of the company to be registered, which is advisable to be drafted by a Legal Practitioner. However, the CAC has provided a generic MEMART in their portal, which any new company may adopt.

The applicant will thereafter be required to pay an official filing fee to the CAC and stamp duty paid to the Federal Inland Revenue Service (FIRS). Where a lawyer or CAC accredited agent has been hired for such a process, the service fee or professional fee will also be paid.

Incorporation can be commenced online by an individual applicant or through a CAC accredited agent at the CAC’s portal, however, it is also advisable to use the services of an accredited agent to achieve a seamless registration.

In conclusion, to operate any company in Nigeria, such a company must be registered with CAC. However, it is important to note there is a mandatory share capital threshold applicable to certain businesses in Nigeria. For instance, any company seeking to engage in financial services must register a company with a minimum of N20,000,000 (Twenty Million Naira) authorized share capital. It is advisable to consult with a company registration agent or lawyer to determine whether your business falls under any particular threshold.

Written Resolution Law Firm. The Firm is an accredited company registration agent with CAC.