company registration procedure

Company Registration With CAC in Nigeria for SMEs and Limited Liability

This company registration procedure is specially designed for SMEs and big companies who want to get their company certified by the Corporate Affairs Commission (CAC) in Nigeria.

How exactly can you get your business registered in Nigeria?

CAC is the government’s agency responsible for handling the registration of all businesses in Nigeria whether an enterprise business or a big limited liability company.

Advantages of registering your business in Nigeria

1) Registering your gives you the opportunity to apply for contracts.

2) It portends your seriousness about your business.

3) When your business is legally registered, foreign firms will be ready to do business with you, since most of them takes issues of legitimacy seriously.

Your business doesn’t really need to be big, it could one of the legitimate ways to make money online

We’re going to use registration of a construction company as a case study.

  1. A) PRE COMPANY REGISTRATION REQUIREMENTS IN NIGERIA

To register your company you need to make get below requirements set:

1) At least three proposed name of your company.

But in a situation whereby you’re handling the registration by yourself without a third party, you can use CAC portal to reserve your business name, simply create an account and proceed.

Tips on choosing a business name

Whether you’re handling it yourself an employing the services of an agent, here are some of the tips to choose the best business name for a company

Avoid generic names as they are most likely be taken by another.

Avoid names that are preserved for government agencies. Some words to avoid while selecting your company name include: “federal government” “agency”, “Chamber of Commerce”, “Federal”, “National”, “Regional”, “State”, “Government”, “Municipal” or “Chartered”, “Co‐operative” or the words “Building Society” etc.

Also avoid names that portray violence or that can instigate hatred against another group.

For your own benefit make your preferred name a priority.

To even assist you in this regard, you can use Google Search to check the likely availability of the name.

We’re in a digital, virtually all companies have online presence, but your search may not absolutely be 100% correct, it will give you an insight into how to modify your own name.

Note:

It’s easy to handle the registration of your business with CAC by yourself if it’s an enterprise one (I.e) sole proprietorship. In this case, you take cognisance of the required fees

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But if it’s a limited liability company like a construction company, there are some section (SECTION E) which needs the services of a lawyer. We have some of them as CAC agents, anyway.

2) The business registered address. Most of the time this address is the same as head office address, but in a situation whereby they different specify it.

3) The name of the owner and partners (in case of the construction company, three directors are okay).

4) The address of directors

5) Means of identification of the directors. Any of the following ID is accepted: INEC Voter’s Card, NIMC National ID Card, International Passport, and Driver Licence.

6) Passport photographs of the directors

B) COMPANY REGISTRATION PROCEDURE AND DOCUMENTATION

The above details are documented. Make sure you check and cross check before documentation takes place.

Usually your handler would send the form to you to cross-check, before it’s submitted for documentation.

Note:

Documentation is done when the pre-registration requirements are met.

After documentation, making any change becomes difficult. So make sure their are no mistakes in the the form.

Usually if an agent is handling the registration for you, then the half-completed form is printed out for you to complete the required spaces.

Let’s to the from right away: what and where to fill:

Required forms for the company registration procedure

  1. Application for registration of the company, which is form CAC 1.1
  2. Memorandum of Association of (name of your company).

Let’s take a thorough anysis and how to fill these two forms:

Application for registration of company (form CAC 1.1)

This form can also be completed online, but we’re using the manual registration procedure since we’re dealing with a registration of a liability company.

Form CAC 1.1 is a 4-page form with five sections: A, B, C, D, and E

On the front page is your company or business name

Section A: This section contains your business or company’s head office address with the official email of your company.

Section B: This is the authorised share capital of the company. For instance it could be a divided into N1,000,000 of N1.00 each with the signature of the Directors (shareholders), with his name and telephone number.

Note:

The person that has the largest share in the company or business should sign the section B.

If it’s N1,000,000 divided you could as the owner take N500,000 while N250,000 each goes to two other shareholders.

Note:

The shares of liability company is divided into two: 1) N1,000,000 share; 2) N5, 000, 000

The first one has limitation in the kind of the contract it can win, while the N5,000,000 share category can win any form of contract.

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Section C: This section has the particulars of first directors or shareholders and their consent to act.

In our own case, we have three directors in  company, under this section they must all sign a space allocated to each of them.

Note:

This section will contain their full names, residential address, state, nationality, city, state, country of residence, ID number, ID type, e-mail address, date of birth, gender, phone number, signature and date.

Section D: Particulars of secretary (Individual)

D1: Particulars of secretary (firm/corporation)

Note:

The secretary of the company should sign the Individual section and leave the section D1.

Leave other areas, depending on the person handling your business registration for you. If you are using a CAC accredited agent, he’d would handle the rest.

Let’s move to the second form, which is…

Memorandum of Association and Article of Association of (name of your company)

This second form is a six page form carrying with it Companies And Allied Matters Act (CAMA 1990) that clearly state your your company name with the sentence, “The registered office company will be situated in Nigeria”

The first three pages house the Memorandum of Association while the second part contains the Article of Association

This is the form that clearly states the objectives of your company. Objectives of companies differ.company registration procedure

Company registration procedure: Business Objective a case study of a construction company in Nigeria

To carry on the business of building and civil engineering works, architectural design,Project and property development and management, contractors for road, tunnels bridges, dams, irrigation work, reclamation, dredging and other civil construction works, engineering building, housing schemes, urban and estate development schemes and other structural works, pipelines, drainage and other allied works.

To carry out the business of civil engineering, general civil construction, roads, engineering consulting, mechanical engineering, fabrication, ware house/factory machine construction, domestic and industrial plumbing, metal and structural works, electrical engineering, fire proof services and drainage construction.

a) To carry out the business of geographical information, land surveying and mapproduction, estate agency, geomatic engineering, supply, repair and maintenance of mapping services, surveying equipment, surveying engineering

To carry on the business of large-scale agriculture, mixed farming,  piggery, fish farming, cattle rearing, vegetable gardens units, poultry, food processing, distributors and suppliers of farm products, animal feeds, fertilizers and retailers and wholesalers of tractors and equipment, agro-allied products and flour mill.

To carry on the business of oil and gas services, petroleum products, to erect filling stations, marketing of oil and chemical product, lubrication and mini-mart, floating of gas, refinery, lifting of crude oil, supplies of kerosene and diesel.

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To carry on the business of road transport, automobiles sales, services and repair, electrical and electronics sales and supplies, sales and hiring of equipment, spare parts, truck and cars, sales and distribution of all kinds of vehicles, car wash owners and chatterer of road vehicles, dealer in auto parts, outboard engines of different types and vehicle accessories.

To carry on the business of hotel and hospitality, guest house, lodging accommodation, conference, holiday resort, food packaging, restaurant and recreation centre, event planning, entertainment services, beauty pageant organising catering and rental services, boutique, fashion, superstore and supermarket.

To carry on the business of production and distribution of foods, beverages, ice cream, ice block, ice lolly, fruit juice, pure water and bottled water packaging, trading on crops, poultry and farming of all kinds, livestock, fish feed milling, frozen food, processing and production, fishery, agro-allied products, general supplies of farm produce, commerce and general marketing of crops and to carry-out the business as bakers including the business dairy and confectionery services.

To carry out the business of communication services, computer / internet services,cyber café services, dealers on GSM handsets and accessories, computer sales and services, software and hardware development, computer installation and business centre.

To do all such other things as may be considered incidental or conducive to the attainment of the above objects or any of them.

To carry on the business of general contracts, imports and exports of general goods,general merchandise/trading, commission agency, haulage and logistics services, supplies of general goods, buying and selling agents, travel and tours services, printing and publication, international trade, manufacturers’ representatives and merchandise of every description whether consumable items or not.

Usually, the objectives run to the second page, that depends on the kind of business you are registering, anyway.

On the second page is: Name and address of subscriber, and th number of shares taken by each of them, with their signature.

Note:

Subscriber here means the shareholders (directors)

It must also be signed by a witness.

The Company is a private company

The liability of the members is limited by share

The second part Article of Association must also be signed the subscribers and a witness.

SUBMISSION OF COMPLETED FORM

You’ve completed the form by making sure all directors signed all the required spaces.

Then submit your form and within a week your Company registration certificate will be ready and sent to you.

Next is for you to begin the process of obtaining of Tax Identification Number (TIN)

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