To operate a business or company in Nigeria, it is required that such business/company be registered. The applicable laws for the operation of a business/company in Nigeria depend on the nature of business and include: the Companies and Allied Matters Act, the Investment and Securities Act and the regulatory bodies are Corporate Affairs Commission (CAC), Securities and Exchange Commission and Central Bank of Nigeria. However, for the purpose of this paper, the primary focus is the incorporation of companies through the Corporate Affairs Commission’s portal.
Applications for incorporation must be submitted online via CAC’s portal.Below are the current requirements for the incorporation of a Company with the CAC:
Step 1 is reservation of the name of the Company. There is a provision on the portal for at least 2 (Two) proposed names of the company (in order of preference).
Once a name has been reserved, the other details required to proceed with incorporation are:
- Details of the Company
- Registered Address
- Email address and Phone number
- Details of Director(s) and Shareholder(s)
- Names of Director(s) and shareholder(s),
- a copy of their means of identification (only National Identification Number- NIN is approved),
- Addresses, Phone numbers, Email addresses and
- Signatures in jpeg format
- The shareholding formula or percentage of each shareholder in the company if the new company will have more than one shareholder.
- Certificate of incorporation; where a company is a shareholder. The name, email address and signature of the representative of such company would also be required.
- Details of the Secretary (Secretary can be an individual or a company)
- Name and Address
- Certificate of the Secretary (where it is a company)
- a copy of his or her means of identification. National Identification Number (NIN) is currently the only acceptable means of identification. (where it is an individual)
- Phone numbers, Email addresses and
- Signatures in jpeg format. Where it is a company, signature of one of the directors of the company.
Note: The appointment of secretary is no longer mandatory for a small company. According to CAMA 2020, a small company is a private company with an annual turnover of not more than N120,000,000 and net asset value of not more than N60,000,000 respectively.
- The authorized share capital of the company
- This will depend on the services the company intends to engage in Nigeria. It is important to note there is a mandatory share capital threshold applicable to certain businesses in Nigeria.
- Objectives of the company (that is, the business the company intends to engage in).
- The name of a witness to the Articles of Association of the Company.
These are the details required to incorporate/register a company on CAC’s portal.