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Step by Step on how to Register a Company (Private or Public) in Nigeria

Registration steps

 

Step by Step on how to Register a Company (Private or Public)

  1. Check for availability of proposed company name (click here)Read more about name reservation
  2. Reserve a new Name   (click here)
  3. Complete pre-registration form – CAC1.1 (Online option) or (Download and fill)
  4. Pay filing fee to CAC Check the Fees for our Services here
  5. Pay Stamp duty fee to FIRS
  6. Prepare the signed scan copy of your pre-registration documents for upload as follows:
    • Form CAC1.1
    • Memorandum and Article of Association (MEMART)
    • Proficiency certificate (where applicable)
    • Recognized form of identification for Director(s)/Subscriber(s) and Secretary
    • Stamp duty certificate
    • Evidence of payment to CAC
  7. Upload the scanned documents for processing. (click here)
  8. Submit the original copies of the documents uploaded at step 6 (Form CAC1.1, MEMART, etc) to the CAC office you had selected in exchange for your certificate and the Certified True copies of the documents.

Step by Step on how to Register a Limited by Guarantee

  1. Check for Name Availability   (click here)
  2. Reserve a Name   (click here)
  3. Fill CAC1.1 Form (Online option) or (Download and fill)
  4. Pay appropriate Stamp duty fee to Federal Board of Inland Revenue Service
  5. Pay filing fee to Corporate Affairs Commission
  6. Scan and save as PDF format the dully completed Form CAC1.1 together with Memorandum and Articles of Association (MEMART), recognized form of identification for Director(s)/Subscriber(s) and Secretary. Upload the scanned documents for processing. (click here)
  7. The Commission is oblidged 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

Application should be accompanied by the following:

  1. Special resolution signed by at least two directors to conver and register the company
  2. Memorandum and Articles of Association as required under CAMA for public companies
  3. Written statement by the Directors in respect of share capital
  4. Balance shet as at the date of the resolution or the preceding six months, whicevre is later
  5. 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
  6. Copy of any prospectus or statement in lieu of prospectus delivered within 12 months to Commission
  7. Payment of filing fees
  8. Annual Returns to be filed up to date
  9. 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:

  1. A prescribed form of assent to the company being registered as unlimited
  2. A statutory declaration made by directors of the company
  3. Stamped Memorandum and Articles of Association incorporating the alterations set out in the application
  4. Payment of filing fees

 

Re-registration of Unlimited Company as Limited by Shares

  1. Special resolution stating the proposed share capital and requisite alterations in the Articles
  2. Application in the prescribed form signed by at least two directors and secretary
  3. Memorandum as altered in pursuance of the resolution
  4. Articles so altered
  5. Company's balance sheet as at date of the resolution or the precedent six months, whichever is later
  6. Statutory declaration in the prescribed form by two directors and the Company Secretary that the special resolution required by Section 50 of the CAMA has been passed, and that the company 's net assets are not less than the aggregate of the paid-up share capital and undistributable reserves
  7. Copy of prospectus or statement in lieu of prospectus delivered within the preceding 12 months to the Securities and Exchange Commission
  8. Payment of filing fees

 

Registration of Mortgages, Debentures and Charges

  1. Completion of statutory form with instrument creating or evidencing mortgage or charge attached
  2. Payment of stamp duty to Federal Board of Inland Revenue
  3. Payment of filing fees
  4. If out of time, a court order extending the time should be attached

 

Increase in Share Capital

  1. Notice of increase in share capital in the prescribed form
  2. Statement of increase in the prescribed form
  3. Payment of Stamp Duty to Federal Board of Inland Revenue
  4. Notice of increase to be signed by the company's two directors or the secretary
  5. Payment of filing fees
  6. Evidence of compliance with S.636 where applicable

 

Change of Name

  1. Availability and Reservation of new Name
  2. Application giving reasons for the change of name signed by two directors
  3. Special Resolution stating the change desired duly signed by two directors of the company
  4. Surrender of the original Certificate of Incorporation for cancellation
  5. Payment of filing fees
  6. Up to date Annual Returns
  7. Stamped memo and articles bearing the new name
  8. S.636 in case of Banks, Financial Institutions etc

 

Company Searches

  1. Completion of prescribed form
  2. Payment of search fees
  3. Annual Returns to be filed up to date

 

Obtaining Certified True Copies (CTC) of filed Documents

  1. Completion of application form
  2. Payment of filing fees
  3. Photocopies of documents
  4. Up to date Annual Returns

 

CTC OF Certificates

  1. Affidavit supporting the application deposed by a company director
  2. Application to the Commission to be signed by the chairman or two directors
  3. Payment of filing fees
  4. Up to date Annual Returns

 

Other Statutory Filings

  1. 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
  1. 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
  1. Change of Directors
  • Special Resolution
  • Filing of new form CO7 to be supported by resolution
  • Payment of filing fees
  1. 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
  1. 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
  1. 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

NOTE:

  • Directors of company can register limited liability company (llc) without the services of a Legal Practitioner, Chartered Accountant and Chartered Secretary but must show evidence of membership of that company.

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