1.           Introduction

Further to your discussion with Andi Daze regarding the proposed corporate registration, please find an outline of what will be required.

2          Company Registration

2.1.1     The Corporate Affairs Commission (“CAC”) is saddled with the responsibility of registration, management and supervision of companies in Nigeria. A company who desires to operate is therefore required by the Companies and Allied Matters Act to register at the commission. The act categorizes of companies into the following; Private Company Limited by Shares, Public Company Limited by Shares/Unlimited, Incorporated Trustee, Company Limited by Guarantee or Business Name. Companies Limited by shares are required by the Companies and Allied Matters Act (“CAMA”) to register either as small company or big company.

2.1.2     Categories of Limited Liability Companies

There are two types of Limited Liability Company are permitted to operate in Nigeria under statute; they are categorized into small and big companies.

Small companies are companies registered with One Million Naira (1,000,000. 00) and below share capital while big companies are registered with a share capital that exceeds Two Million and above.  

The incorporation of any kind of company requires a search and reservation of the proposed name at Corporate Affairs Commission, which is subject to approval by the Commission.

2.1.3     Corporate Registration for Limited Liability Company (Small Company)

Limited Liability Company is a company (run by Directors who are officers of the company, which in itself obtains the status of a body corporate. The members/subscribers of the company are liable to the number of shares they subscribed at incorporation. To register a one million share capital company, the Firm will need to:

1. Conduct Search and reservation of name – Conduct a name search at the CAC to ascertain the availability of the desired names, including similar existing names. Approval of proposed name is subject to approval from CAC, approval/denial is issued within forty eight (48) hours and the named if approved is reserved for a period of sixty (60) days;
2. Application – Procure the application forms required alongside memorandum and Articles of Association to be filled and signed by the Directors, Subscribers (shareholders) and Company Secretary. This application forms must be signed by a legal practitioner to ensure that the application is in compliance with the prescribed laws;
   1. Procedure for Application

The duly completed soft copies of the application forms are filed on the CAC website and accompanied by the following:

• Memorandum and Articles of Association.
• Receipt of Payments.
• Photocopies of each Director’s means of identification (National Identity card, Driver’s license, Voters card, International Passport).
• Photocopies of each Subscriber’s means of identification (National Identity card, Driver’s license, Voters card, International Passport).
• Certificate of Incorporation (where company secretary is a corporate body) or Professional certificate (where company secretary is an individual).
• Birth Certificate – This is required where one of the director’s or subscribers is a minor.

The hard copies of the above documents are required to be submitted at the commission before certificate of incorporation is issued.

2.1.4     Required Documents

To commence the proposed corporate registration, the Firm will require the following:

1. Personal details of each director/subscriber including full name, address, phone number, email address and occupation;
2. Valid means of identification for each director/subscriber (Driver’s License, International Passport, National Identification Card or Voter’s Registration Card).

1. Cost/Fees

The cost and fees for registration of companies depends on the proposed company’s share capital, proposed business objectives and foreign participation (if there are foreign investors), among other factors.

1. Conclusion

Where a proposed director is a foreigner, such directors will be required to provide a residence permit if he uses a Nigerian address. Whereas a Nigerian director who is resident outside Nigeria may use any valid means of identification and an address in Nigeria.

Please note that a limited liability company is required to have two (2) directors as well as two (2) subscribers must be adults. A minor shall not be a Director or Subscriber except there are two (2) other directors or subscribers.

The Nigerian Immigration Act and the Nigerian Investment Promotion Commission Act respectively requires registration of a ten million share capital for every company with foreign investors (shareholders) or employees.  A company with foreign investors or employees must comply with the above laws as failure to comply will result in denial of expatriate quotas in Nigeria.

 Do not hesitate to contact us for further clarification.

Yours faithfully,

                Inusa Fatima

            Head of Corporate & Commercial Group