Investment
Register a company in Nigeria with the CAC
This blog post will walk you through the step-by-step process on how to register a company in Nigeria with the CAC. This guide is for private limited companies only.
Company registration is one of the hardest things to do in Nigeria because there’s not a lot of information online. The CAC and most lawyers are not transparent enough on this process, so we’ve provided you with this awesome guide.
(BONUS:Â Step-by-step guide to Business Name registration)
Step 1: The Name Availability Search
The name availability search will let you know if your desired company name is available online. This step is mandatory for all company types. Formerly, it could take 1-2 business days to reserve your desired company name, however, it can now be reserved in just a few hours.
Please not that Steps 2, 3, 4, and 6 have been compiled by the CAC into the new CAC Form 1.1 as of March 27, 2017. We still suggest you read through the steps in order to get a holistic understanding of the process.
Step 2: Statement of Share Capital and Return of Allotment
In this step, you decide how many shares you want your company to have. 10,000 share capital is the minimum, however, most people go with 1 million share capital because it costs the same amount. With each additional 1 million naira share capital, the incorporation costs increases. It’s also important to note that some industries have higher share capital requirements. If you have any questions about minimum share capital requirements, you can ask a lawyer on Q&A by Legal Forms. Previously, this document allowed you specify the share capital, the number of shares, and how it would be divided amongst the shareholders. However, these functions have since been assumed by the Memorandum of Association and Articles of Association (MEMART).
Step 3: Particulars of the Company Secretary
In this document, the company secretary must be appointed by at least 2 directors. Keep in mind that a director cannot appoint oneself as the company secretary. So if your company only has 2 directors, you must find someone else to be the company secretary. If the company has 3 or more directors, one of them can serve as the company secretary.
There are no special qualifications for the company secretary. Anyone can fill this role. It’s up to you. However, we recommend that you pick someone who is organised and someone who has a nationally recognised ID card. This includes an international passport, permanent voter’s card, and a Nigerian driver’s licence. (Read more on what to do if you don’t have a nationally recognised ID).Â
Read more on the duties of the company secretary.
Step 4: Particulars of Company Directors
In this step, you will list all relevant information of the company directors. Each director must also have a nationally recognised ID card.
Step 5: Memorandum of Association and Articles of Association
In the MEMART, you will list the company’s objectives, along with the shares assigned to each of the directors. This document must be signed by a witness. If you decide, you’d like to do it for yourself, we have a free MEMART tool. Please note that this tool simply takes your inputs and formats it. A lot of people mess up in this step, so we strongly recommend you seek legal assistance when drafting your company’s objective.
Step 6: Notice of Situation / Change of Registered Address
In this step, you will list declare an office address. This document can also be used for existing companies that have changed offices, or opened up new office branches.
Read more about what you should consider when selecting an office address.
Obtaining Stamp Duty
There is no fixed Stamp Duty. Instead, you must pay 0.75% a stamp duty at the FIRS based on your company’s share capital. So if your company has 1 million shares, the stamp duty will be 7,500 naira. If your share capital is 2 million naira, your stamp duty will be 15,000 naira.
Filing
Once you’ve obtained the stamp duty, you are ready for filing at the CAC. The CAC charges 20,000 naira for filing of a private limited company.
How long does it take to register a company
Previously, it took up to 6 weeks to register a private limited company with the CAC. However, with recent updates, it can be completed in just a few days.
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