A company is a structure that is under a statutory regulation and also incorporated so as to maximize profit. Regardless of what type of company it is – limited or unlimited, all companies have to be registered. This is in accordance with the law regulating companies in Nigeria, which is the Company and Allied Matters Act (CAMA).
The Company and Allied Matters Act handles all types of company structure, operation rules, registration process, and eligibility.
Registering a company in Nigeria is not a heinous task, it comes with pretty straightforward requirements. There is a commission responsible for regulating and supervising the registration of companies in Nigeria called the CAC – Corporate Affairs Commission. It was established in the year 1990 by the Company and Allied Matters Act. All the provisions by the Company and Allied Matters Act are being implemented by the Corporate Affairs Commission.
Below is a step by step process on registering a company in Nigeria.
- Company Name – Availability and Reservation
Having a company in the first place means your company has a name it goes by. If it doesn’t, then it’s time to come up with a name that represents all that your company stands for. However, it doesn’t stop at having a name. You have to make sure the name is available and hasn’t been used by another business.
The name search can be done in two ways which include:
- Carrying out a public search for free on the CAC website at http://publicsearch.cac.gov.ng/comsearch/. After confirmation that the name hasn’t been used by anyone, you can then move on to the next phase.
- Conducting a paid search on CAC online portal. Carrying out this search requires a fee of N500. Once availability has been confirmed, name can then be reserved for as long as 60 days.
When choosing a name, come up with at least two options in order to be on the safer side. At least if one name has been taken, there is tendency the other hasn’t. Furthermore, ensure to come up with unique names. This way, you’re able to choose a name that hasn’t been used by anyone.
When a name has already been used by another company, it gets rejected. However, this isn’t the only reason why a name might be rejected. There are certain restrictions where name choosing is involved, such restrictions have to do with names that include:
- National, state, federal, regional, chartered, municipal, government, chamber of commerce, etc.
- Any name that violates the trademark of an existing company that has been registered in the country. An exception is made if consent has been obtained from the original owner.
- Any name that is considered misleading when compared to the nature of the business it represents.
Usage of any of these names without first acquiring special permissions from the appropriate authorities will lead to the rejection of such names. In Nigeria, the process of registering a company name takes about a week.
- Setup the Memorandum of Association (MOA)
The best way to get this done is by hiring the services of a professional lawyer. In addition to preparing a MOA, a lawyer also prepares all vital documents in relation to the objectives and vision of the company that is to be registered.
Furthermore, the lawyer also puts together the names and other details of every subscriber, shareholder, and directors. Each of these individuals must be over the age of 18, never been convicted of any crime whatsoever, and must also be of a sound mind. In addition, they will also provide identification means which can be used by the CAC for inspection purpose.
- Documentation
In this phase, some documents are required which include:
- Memorandum
- Articles of association
- Compliance statement by a legal practitioner
- Particulars
- Consent from the company’s director
The new CAC portal has made it easy to get all these documentations from the portal. This doesn’t apply to the Articles of Association and Memorandum of Association however. Where these two are concerned, the only things provided are templates to make use of.
- Stamp Duty and Filling Fee payment
The payment of stamp duty can be carried out at the Federal Inland Revenue Services (FIRS). There is a designated bank account into which the payment can be made. Once payment has been completed, the next course of action would be to go to the Stamp Duty Commission where the Articles of Association, the Memorandum, and other forms will get stamped.
Once all of these have been completed, the form and stamped documents will then be submitted to the CAC. In about six weeks from the submission day, the Certificate of Incorporation will be returned.
- Scan all Documents
Scanned copies of all signed pre-registration documents must be uploaded online. After submission, CAC reaches out to you if there is anything that needs further clarification. In the absence of this, a notification will be sent once the registration has been completed.
Once you get notified, your certificate of incorporation can then be picked up from their office. This certificate can be used in opening bank accounts, registering for taxes, as visa application supporting documents, and for loan application etc.
If your company is one that requires an online presence, once registration has been completed, it is best for you register the domain name as soon as possible. This is so you can get the best versions of domains available.
Vital Requirements for Company Registration in Nigeria
- Company members must not be younger than the age of eighteen.
- Members have to be of sound mind, not bankrupt, and haven’t been disqualified by CAMA
- The company must have between 2 to 50 members
- Company registration in Nigeria requires a minimum share capital limit of NGN 10,000
More information about CAC’s registration process can be gotten from the official website at cacgov.
As easy as it is to register a company, it can be really tedious if the appropriate procedures are not followed. Following the guide above will set you on the track of having your company registered in no time.
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