Last Updated on April 21, 2024 by admin
Starting a business in Nigeria involves registering with the Corporate Affairs Commission (CAC), the regulatory body responsible for the incorporation and regulation of companies.
Understanding the process of company registration is crucial for entrepreneurs and business owners looking to establish a legal entity in Nigeria.
This article provides a comprehensive guide on how to register your company or business with CAC, outlining the necessary steps, documents required, business structures to consider, fees involved, compliance obligations, and post-registration procedures.
Registering your company or business in Nigeria is an essential step towards establishing a legal entity and conducting business operations in the country. The Corporate Affairs Commission (CAC) is the government agency responsible for regulating the registration and management of companies and businesses in Nigeria. In this essay, we will outline the step-by-step process on how to register your company or business with CAC in Nigeria.
To begin the registration process, you will need to have a unique business name that has not been previously registered by another entity. You will also need to provide details about your business structure, such as whether it is a sole proprietorship, partnership, or a limited liability company. Additionally, you will need to have a physical office address in Nigeria where your business will be located.
Business Name Search
The first step in registering your company in Nigeria is to conduct a name availability search with the CAC. This is to ensure that the proposed name of the company is unique and not already in use by another entity. The name search can be done online through the CAC portal or in person at any of the CAC offices nationwide
After obtaining a name availability search result confirming the availability of the proposed name, the next step is to complete the pre-registration form on the CAC portal. The form requires information such as the company’s name, nature of business, registered address, details of directors and shareholders, and share capital structure.
Once the pre-registration form is completed, the next step is to pay the requisite registration fees. The fees vary depending on the type of company being registered and its share capital structure. Payment can be made online through the CAC portal or at designated banks authorized to collect CAC fees.
After payment of registration fees, the next step is to prepare the necessary documents for submission to the CAC. These documents include the completed pre-registration form, memorandum and articles of association, proof of payment of registration fees, and forms of identification for directors and shareholders.
Once all the required documents are prepared, they can be submitted to the nearest CAC office for processing. The CAC will review the documents and if everything is in order, issue a Certificate of Incorporation and a Certified True Copy of the Memorandum and Articles of Association to the company.
Upon receiving the Certificate of Incorporation, the company can then proceed to register for tax purposes with the Federal Inland Revenue Service (FIRS) and the Value Added Tax (VAT) registration with the Federal Tax Authority (FTA).
Additionally, the company may also need to register with other regulatory bodies such as the Nigerian Investment Promotion Commission (NIPC) for foreign-owned companies, the National Agency for Food and Drug Administration and Control (NAFDAC) for companies in the pharmaceutical and food products industry, and the Central Bank of Nigeria (CBN) for financial institutions.
Here’s a breakdown of the general process for registering your business in Nigeria with the Corporate Affairs Commission (CAC).
1. Choose a Business Structure
- Sole Proprietorship: Simplest form, owned and run by a single individual.
- Partnership: Two or more individuals coming together.
- Private Limited Company (Ltd): Separate legal entity from its owners, offers limited liability. This is the most common for established businesses.
- Public Limited Company (Plc): Can offer shares to the public, must meet stricter regulations
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How to register for business name.
2.Reserve a Business Name
- Visit the CAC portal to search for available business names. (click here)
- Submit two potential names for your business.
- Pay the name reservation fee.
3. Prepare Incorporation Documents
- Complete pre-registration form – CAC-BNo1 and upload relevant registration documents(Online using Company Registration Portal)
4. Filing and Payment
- Create an account on the CAC registration portal. COMPANY REGISTRATION PORTAL (CRP)
- Upload all the required documents.
- Pay the filing fees, which depend on your business structure and share capital.
- Submit your application.
- Pay filing fee Check the Fees for our Services here
- with electronic Certificate of Registration and Certified Extract of registration information
5. Collect Your Certificate
- If your application is approved, you’ll receive a notification from the CAC.
- Collect your Certificate of Incorporation and other relevant documents.
You can also read : Difference Between company Shares and Debentures
How to register for company private and Public
- Check for availability of proposed company name (click here) Read more about name reservation and Reserve a new Name (click here)
- Complete pre-registration form and upload relevant documents (Online using Company Registration Portal)
- Pay filing and Stamp duty fees Check the fees for our Services here
- Now registration is end-to-end on the COMPANY REGISTRATION PORTAL (CRP)
- with electronic Certificate of Registration and Certified Extract of Registration information
You can check out for price lists of various business and company registration in Nigeria with orporate Affairs Commission (CAC)
How to register for company limited by guarantee
- Reserve a Name (click here)
- Fill Registration Form and upload relevant documents (Online using Company Registration Portal)
- Pay filing fee and Stamp Duty
- The Commission is obliged to obtain approval of the Attorney General of the Federation before registration of the Company Limited by Guarantee.
Conversion and Re-registration of Private Company as Public
The application should be accompanied by the following:
- Special resolution signed by at least two directors
- Memorandum and Articles of Association as required under CAMA for public companies
- Written statement by the Directors in respect of share capital
- Balance sheet as at the date of the resolution or the preceding six months, whichever is later
- Statement must show that the paid-up capital of the company as at the date of the application is not less than 25 percent of the authorized share capital
- Copy of any prospectus or statement in lieu of prospectus delivered within 12 months to Commission
- Payment of filing fees
- Annual Returns to be filed up to date
- Evidence of S.636 (in case of banks etc)
Re-registration of company Limited by Shares as unlimited Company
An application in the prescribed form signed by two directors and the Secretary and accompanied by:
- A prescribed form of assent to the company being registered as unlimited
- A statutory declaration made by directors of the company
- Stamped Memorandum and Articles of Association incorporating the alterations set out in the application
- Payment of filing fees
Change of Name
- Availability and Reservation of new Name
- Application giving reasons for the change of name signed by two directors
- Special Resolution stating the change desired duly signed by two directors of the company
- Surrender of the original Certificate of Incorporation for cancellation
- Payment of filing fees
- Up to date Annual Returns
- Stamped memo and articles bearing the new name
- S.636 in case of Banks, Financial Institutions etc
Increase in Share Capital
- Notice of increase in share capital in the prescribed form
- Statement of increase in the prescribed form
- Payment of Stamp Duty to Federal Board of Inland Revenue
- Notice of increase to be signed by the company’s two directors or the secretary
- Payment of filing fees
- Evidence of compliance with S.636 where applicable
Other Statutory Filings
- Annual Returns
- Each company has to within 42, days of its Annual General Meeting submit to the Commission in the prescribed form a statement of its accounts; or a letter explaining absence of statement of accounts. Non compliance with this provision attracts penalty and the risk of having their companies struck off the companies register
- Payment of filing fees
- Alteration of Memorandum and Articles
- Special Resolution signed by at least two directors to be filed within 43 days
- Payment of filing fees
- Re-stamping of memorandum
- Altered memorandum should be stamped at the Federal Board of Inland Revenue
- Up to date Annual Returns
- S.636 to be complied with where necessary
- Change of Directors
- Special Resolution
- Filing of new form CO7 to be supported by resolution
- Payment of filing fees
- Appointment/Change of Secretary
- Special Resolution signed by at least two directors
- Filing of new form CO7A
- Payment of filing fees
- Extracts of meeting where directors were removed or appointed
- Allotment of Shares
- Special resolution signed by at least two directors
- Payment of filing fees
- Filing of new form C02
- Evidence of increase in share capital
- Filing of Statement of Affairs by Bank, Insurance Companies and other Financial Institutions
- Every Banking, Insurance and other financial institution shall before it commences business and on the first Monday in February and first Tuesday in August of every year submit to the Commission a Statement of its Affairs
Source; Corporate affair commission
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