A company is a legal entity with its legal personality. It is statutorily regulated and incorporated to maximize profits. All firms, whether private limited by shares, private unlimited, or limited by guarantee, must be registered under the Companies and Allied Matters Act (CAMA), which is the primary law governing businesses in Nigeria. The formalities for registering a company in Nigeria are simple and clear.
The Corporate Affairs Commission (CAC), established under the provisions of CAMA, is the commission in charge of the regulation and supervision of registration and companies. We outlined a step-by-step process for business registration in one of our earlier articles, but we’ll highlight the main prerequisites for forming a limited liability company here.
It should be mentioned that forming a corporation requires a minimum of two (2) people, each of whom must be at least 18 years old. The only time a person under the age of 18 can register a business is if two or more adults are involved in the development of the business.
Registration Requirements For a Limited Liability Company
- The applicant’s initial step is to come up with two viable company names. If this is done, an availability check will be performed on the CAC online portal to determine whether the name is available and not already in use.
- Choosing whether to register a private limited company, a private unlimited company, or a company limited by guarantee.
- The company ’s objectives and operations must be detailed.
The company’s registered headquarters address.
- It will be necessary to determine the share capital and shareholding formula amongst shareholders.
A minimum of two (2) Directors’ information must be provided. A photocopy of their identification, such as a voter’s card, national ID, driver’s license, or international passport.
- Details about the company secretary (one of the directors may also act as the Secretary of the company).
- The applicant will be required to provide information about the company’s shareholders. Names, occupations, residence addresses, email addresses, mobile phone numbers, and forms of identification such as a driver’s license, international passport, or national identity card are all examples of personal information. It should be noted that the listed directors might also act as shareholders in the firm if they so wish.
- The Memorandum and Articles of Association of the to-be-registered corporation, which should be carefully drafted by a legal practitioner. The CAC, on the other hand, has offered a generic MEMART that any new company can use.
In addition, the applicant must pay a filing fee to the CAC as well as stamp duty to the Federal Inland Revenue Service (FIRS).
If this information is provided, the following statutory documents must be completed and submitted, together with proof of payment at the CAC and other requirements:
- Form CAC 1- Availability search and reservation of name.
- Form CAC 1.1-Pre-registration form.
At the CAC’s online portal, an individual applicant or a CAC accredited agent can begin the incorporation process. Even if an individual started the incorporation process on his or her own, an attestation from a legal practitioner is still required.
Finally, in order to operate a company in Nigeria, it must be incorporated. Although company registration can be started online, the original copies of the registration documents must be submitted to the CAC before the Certificate of Incorporation can be issued to the owners or their agent.