REGISTRATION OF COMPANY WITH CORPORATE AFFAIRS COMMISSION (CAC)
CORPORATE LAW PRACTICE IN NIGERIA
CHAMAN LAW FIRM
11/22/2020 4 min read
HOW TO REGISTER A COMPANY IN NIGERIA
A company can be referred to as a corporate entity, which upon incorporation becomes a separate legal entity with the perpetual succession and the capacity to sue and be sued. The law governing how to register a company in Nigeria is the Companies and Allied Matters Act (CAMA) LFN 2004.
A company may be incorporated as a company limited by shares or unlimited company. Any of these types of companies may either be a private or public company.
The Corporate Affairs Commission (CAC) was established by the Companies and Allied Matters Act, which was promulgated in the year 1990 to regulate the formation and management of companies in Nigeria. The CAC is saddled with the responsibility of registering companies in Nigeria.
PROCESS ON HOW TO REGISTER YOUR COMPANY WITH THE CORPORATE AFFAIRS COMMISSION (CAC) NIGERIA
1. GET A COMPANY NAME
The first step for any individual to start a company is to get its name registered with the authorities. After choosing a name for your company it should be promptly submitted to the CAC website to check for its availability. However, a name can be rejected if it already exists.
2. PREPARE THE MEMORANDUM OF ASSOCIATION
This is usually done by a legal practitioner, a legal practitioner is qualified for preparing the Memorandum of Association and all the related documents based on the objectives of the company you wish to register. It is the lawyer’s responsibility to request the names of the initial subscribers, directors as well as the shareholders. Each director or subscriber must be above the age of 18, of sound mind, and must not have been convicted of any crime. The directors are required to provide a means of identification for inspection by the CAC.
3. FILL THE PRE-REGISTRATION FORM
After preparing the documents the person is required to fill a form by the CAC, mentioning all the necessary details, and submits it to the CAC again, together with all the required documents.
· The process of documentation is as follows:
· All directors must fill the Particulars of Director form
· One director must fill the Statement of Share Capital and Return of Allotment form
· A director and the Company Secretary have to fill the Notice of Situation/Change of Registered Address form
· A business accredited by the CAC can fill the Declaration of Compliance with the Requirements of the Company and Allied Matters Act (CAMA) form
4. PAY THE STAMP DUTY AND FILLING FEE
After filling the registration form together with the preparation of the Memorandum of Association then you have to pay the stamp duty, Stamp duty is tax so it will be paid to the Federal Inland Revenue Services. After the payment, the applicant will proceeds to the Stamp Duty Commission, where the Memorandum and Articles of Association with some of the incorporation forms are stamped.
After filling forms and the stamped documents are submitted to the CAC. The Certificate of Incorporation will be given after or about six weeks from the date of submission.
5. PREPARERATION OF THE SCANNED COPY OF YOUR DOCUMENTS
The next step is to prepare the signed scan copy of your pre-registration documents must be further uploaded online as follows:
· Memorandum and Articles of Association
· Recognized form of identification for Director(s)/Subscriber(s) and Secretary
· Evidence of payment to CAC
· And upload all these documents for processing
6. SUBMISSION OF THE ORIGINAL DOCUMENTS
And finally is the submission of all the originals of the documents which have been scanned.
DOCUMENTS REQUIRED FOR COMPANY REGISTRATION
· A notice of the registered address of your business
· Memorandum and Articles of Association (MAA)
· Receipt of payment of your stamp duties
· Particulars, list, and consent of the first directors of your company
· Statement of compliance by a legal practitioner
· Essential Requirements to Register a Company in Nigeria
· Your company can have 2 to 50 members
· The members of your company must be at least 18 years old
· You can’t register a company if any of the members are of unsound mind, disqualified by the CAMA, or bankrupt
· The minimum limit of share capital required for company registration in Nigeria is NGN 10,000
IMPORTANCE OF COMPANY REGISTRATION IN NIGERIA
1. Separate Legal Entity: Your incorporated business is deemed by law to be a separate legal entity. It has rights and privileges as a human person; can own property (it is illegal for an unregistered business to buy or sell land in Nigeria).
2. Raising significant capital: Your ability to attract investors and raise money for your business will be easier. Investors are likely to invest in a registered company rather than an unregistered business that has no formal structure in place. Also investors like to invest in Registered Company rather than unregistered company mainly because they know that there is a formal structure in place to accept their investment. A registered company gets easy access to loans and boundless opportunities.
3. Reputation and Prestige: Your business reputation and prestige is enhanced. The incorporation of your business can suggest that the business has permanence and is committed to effective and responsible management.
4. Brand Credibility: Registering your company is the first step to getting your business structured. A registered business gives client’s confidence that is dealing with a reputable organization and also enhances your brand image credibility and perception of your business.
5. Legal Protection: Once your business is registered or incorporated with the Corporate Affairs Commission, your business name is protected and nobody can use the same name or even a name that is similar to it throughout Nigeria.