Limited Liability Company Registration Nigeria

6 Key Requirements For Company Registration in Nigeria

Part B, sections 18 to 54 of the Company and Allied Matters Act 2020 extensively outlines the key requirements for the formation and registration of companies in Nigeria and the roles of parties involved play.

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It’s imperative to note that before starting off, you must have read or consult a certified agent of the Corporate Affairs Commission (CAC).

Table of Contents

The incorporation fo company include the following:

  • Public Company Limited by Guarantee
  • Private Company Limited By Guarantee
  • Public Unlimited Company
  • Private Company Limited By Shares
  • Private Unlimited Company
  • Public Company Limited By Shares

In one of our guides on how to register a Business Name, we pointed out some of the benefits of incorporating your company. They include:

1) Registering gives you the opportunity to apply for government and other key contracts

2) It portends your seriousness about your business.

3) Your client or prospective clients will have confidence in you

So, what are the things you need to put in place to begin this process?

In a situation whereby you’re handling the registration by yourself, the first step you must take is name search, that is search the CAC portal for the availability of name and reserve it.

Note:

That name you think is unique may have been taken by another company in Nigeria or elsewhere.

Tips On Choosing a Company Name

Whether you’re handling it yourself or employing the services of a CAC agent, here are some of the tips to choose the best company name to avoid rejection by the commission:

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

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2) Avoid names that are preserved for government agencies eg:

  • federal government
  • Agency
  • Chamber of Commerce
  • Federal
  • National
  • Regional
  • State
  • Government
  • Municipal
  • Chartered
  • Co‐operative
  • Building Society etc.

3) Don’t impersonate big names or multi-national companies’ names like Google, Opay, Microsoft, Tecno, and Toyota among others.

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

For your own benefit make your preferred name a priority.

5) 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 world, virtually all companies have an online presence, but your search may not absolutely be 100% correct, it will give you an insight into how to modify your own name.

What makes a Public Company?

CAMA 2020 states that “Any company other than a private company shall be a public company and its memorandum of association shall state that it is a public company.

What constitutes an Unlimited Company?

According to the Act, an unlimited company shall be registered with a share capital, not below the minimum issued share capital permitted.

What is Company Limited By Guarantee?

This is a company that is formed for the promotion of commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its objects and no portion thereof is to be paid or transferred directly or indirectly to the members of the company except as permitted by CAMA 2020

What are the requirements for company registration in Nigeria?

So, the company’s name has been approved by the commission, and it’s time to submit your application, but before jumping on the online application form, below is a list of key requirements for the incorporation of companies in Nigeria:
1. Name of company
2. Details of company
3. Director’s details
4. Witness data
5. Details of company’s secretary
6. Company’s object

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This is the reserved name for the company. But in case an agent is handling the registration for you, up must provide two proposed names in the registration form

Details Of Company

You must include in the details of the company the following:

  • Office address
  • Company’s phone number
  • Active e-mail address of the company

Our take:

It’s important to clearly state the office number, street name, town of location, local council area, and state where the company will be domiciled. Some people to refer to these details as corporate office addresses.

Director’s Details

If you have more than one director, that’s fine, you must ensure the director’s data include the following:

  • Name of the director. Ensure that the name corresponds with what you have in your identity card
  • Date of birth
  • Contact address
  • Active email
  • Phone number
  • Share allotment

Witness Data

Chapter 27 under the Memorandum of Association of the CAMA places importance on the “Witness” in the registration of a limited liability company.

Specifically, sub-section 5 says:

“The memorandum of association shall be signed by each subscriber in the presence of at least one witness who shall attest the signature.”

Going by the required law, the witness details shall include:

  • His names as they reflect on his or her means of identity
  • Date of birth
  • Contact address
  • Active email address
  • Active phone number
  • Means of ID
  • And finally, his signature

Details Of Company’s Secretary

The appointment of the Company’s Secretary is very important because the director cannot appoint himself to play the same role if the company has only one director.

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And in a situation whereby there are 2 directors, someone else must be appointed as secretary as the secretary.

Provide the details as for the witness

Company’s Object

This section contains the classification of the company and the activities of the company. This is where you are expected to list what the company will be into.

Take a look at a sample of the object of a Private Company Limited By Shares which is registering as 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.

Subscriber here means the shareholders

What is the cost of company registration in Nigeria?

The registration fee for incorporation of a company in Nigeria is between NGN50,000 to NGN60,000, depending on the CAC accredited agent handling the registration process.

Take Away:

The Incorporation of a Limited Liability Company is uniquely different from a Business Name registration because of the process and documentation involved.

Ensure that names and addresses are correctly spelt so that you won’t have to incur other expenses that may arise from the application for the correction of the company’s name.

Do you need our assistance? Kindly let us know by contacting InfomediaNG Business Solutions.

1 thought on “6 Key Requirements For Company Registration in Nigeria”

  1. Akinmusayo Frank Osanyemi

    My own issue is that I mistakenly tampered with shareholding fields during query period and the portal seems locked and referred me to CAC for support.

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