This post covers Business / Company Registration requirements, how to register a business/ company, Company/ Business types or Categories, Cost of Registration, time frame and some Post-Incorporation registration requirements in Nigeria.
The regulatory body that is in charge of Business / Company Registration and the implementation of the provisions of the CAMA is the Corporate Affairs Commission (CAC).
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Types or Categories of Companies/ Businesses in Nigeria
- Private Limited Company (Ltd)
- Business Name
- Public limited company (Plc)
- Incorporated Trustees (NGO)
- Company limited by Guarantee (LTD/GTE)
- Unlimited liability company (Unlimited)
Some of the requirements for Business/ Company registration:
- The Proposed Company Names and Registered Address.
- Directors and Secretary Details.
- Share Capital and Shareholder Details.
- Identification Documents of Directors & Shareholders
- Proficiency Certificates (where applicable)
- Memorandum & Articles of Association.
Cost of Business / Company Registration
The cost we listed here are the official fees to pay to CAC for Business / Company Registration in Nigeria. Other charges like bank charge and consultant fees are not included.
Business Name Registration Fees
|S/N||DESCRIPTION||FEES IN NIARA (₦)|
|1||Reservation of Name||500|
|2||Registration of business name||10,000.00|
|3||Filing of notice of change of business name||5,000.00|
|4||Filing of notice of change in business address||1,000.00|
|5||Filing of notice of change in proprietorship||1,000.00|
|6||Filing of annual return||1,000.00|
|7||Filing of notice of cessation of business||1,000.00|
|8||Filing of other documents (miscellaneous)||1,000.00|
|9||Search on business name file||1,000.00 per business name file|
|10||Certified true copy of business name certificate of registration||5,000.00|
Private Limited Company (Ltd) Registration Fees
|S/N||DESCRIPTION||FEES IN NIARA (₦)|
|1||Reservation of Name||N500.00|
|2||Registration of private company with share capital of N1million or less||N10,000.00|
|3||Registration of private company/Increase in Share Capital above N1million and upto N500million||N5,000.00 for every N1million share capital or part thereof|
|4||Registration of private company/Increase in share capital above N500million||N7,500.00 for every N1million share capital or part thereof|
|5||Registration of Public company/Increase in share capital||N20,000.00 for the first N1million share capital or part thereof|
|6||Registration of Public Company/Increase in share capitalabove N1million and upto N500million||N10,000.00 for every N1million share capital or part thereof|
|7||Registration of Public Company/increase in share capital above N500million||N15,000.00 for every N1million share capital or part thereof|
|8||Registration of Company not having a share capital||N20,000.00|
|9||Filing of notice of exemption of foreign Companies from Registration||N30,000.00|
|10||Re-instatement/Relisting of company name||N25,000.00|
|11||Registration of charges for private company||N10,000.00 for every N1million or part thereof|
|12||Registration of charges for public company||N20,000.00 for every 1Million or part thereof|
|13||Filing of annual return for a small Company||N2,000.00|
How To Register A Business/ Company in Nigeria
To register business /incorporation / company, you need to first know what the company wants to do. A company is a type of corporate structure whereby the legal status of the business is separated from the proprietor/promoter of the business. The company is a legal entity.
The law that established company registration and regulation of companies in Nigeria is Company and Allied Matters Act (CAMA). This act state that there are 2 types of companies- private and public companies. And there are 3 types of private companies- a company limited by shares, company limited by guarantee, and an unlimited company. The majority of businesses in Nigeria are private companies limited by shares. It deals with the various types of company structures, eligibility, process for registration/incorporation, and rules for operation.
Step 1 – Name Availability /Reservation
The first step to register a company in Nigeria is called the name availability search. At this stage you want to find out if the name which you want to register your company with is available and not already in use. There are 2 ways you can do a search. You can do a free public search on the CAC website. The website has a public search tool here which you may use to do an initial free search.
It is important to note that when you are reserving a name, you choose a name that is considerably unique and you have two (2) names options to submit.
It is also important to note that the commission will reject names that is in their opinion of capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy. Example: Names that contain the words “Chamber of Commerce”, “Federal”, “National”, “Regional”, “State”, “Government”, “Municipal” or “Chartered”, “Co‐operative” or the words “Building Society”; or “Group” or “Holding”
The commission also in the opinion would reject a name that violate any existing trademark or business name registered in Nigeria unless the consent of the owner of the trademark or business name has been obtained.
If you conduct this search and finally decide on what name you want to use and confirm that it is not in use by anyone else, you can then proceed to officially conduct a search using the CAC online portal. The search costs nonrefundable fee of N500 (Five hundred naira) and if your name is available, this will be reserve it for 60 days.
Step 2 – Register the Details of the Shareholders
Under Nigerian law, a private company must have a minimum of 2 members, and can only have a maximum of 50 members. The founding members must not be – under the age of 18 years old (unless at least 2 other members are over the age of 18), of unsound mind, an undischarged bankrupt, or disqualified by CAMA from being a Director
The information which you will need to present include – the name of the shareholders, residential address, occupation, email address and mobile phone number. You will also need to provide a government issued identity document e.g. International Passport, Drivers Licence, Voters’ Card, National Identity Card etc.
Step 3 – Prepare the Documentation
The documents required for the registration of a company include:
Memorandum and Articles of Association
Notice of registered address of the business
List, particulars, and consent of the first Directors of the company
Statement of compliance by legal practitioner
Under the new CAC process, individuals are able to get all the required documentation from the CAC portal. However, because of Memorandum of Association and Articles of Association drafting that require special documentation and care, you should consider getting professional or a lawyer/ law firm.
Step 4 – Payment, Submission and Pick Up
Once you make the relevant payments online (the amount depends on the share capital of your company), you can upload all the documents and your submission is finalized. After submission, the CAC will contact you if there are any queries. If there are no queries, the CAC will inform you once the registration is complete, and then you can go to their office of your choice to pick up your hard copy certificate of incorporation and other related incorporation documents.
Some Important Post-Incorporation Registrations
Once you are given your Certificate of Registration/Incorporation, there are certain things which you have to do to start business in Nigeria.
- Registration for Tax Identification Number, Companies Income Tax and Value Added Tax with the Federal Inland Revenue Service (FIRS).
- Opening a Company Bank Account with any commercial bank in Nigeria.
- Special Control Unit Against Money Laundering (SCUML) Registration (if applicable)
- Filling of company annual returns.
Cost of Post-Incorporation with Registrations CAC
|S/N||DESCRIPTION||FEES IN NIARA (₦)|
|1||Filing of annual return for Private company other than a small company||N3,000.00|
|2||Filing of annual return for public company||N5,000.00|
|3||Filing of annual return for company Limited by Guarantee||N5,000.00|
|4||Filing of annual report by foreign companies||N5,000.00|
|5||Filing of statement in form of schedule 14 under section 553||N10,000.00|
|6||Filing of notice of merger/acquisition||N50,000.00|
|7||Filing of special resolution for merger||N20,000.00|
|8||Filing of other documents relating to merger||N10,000.00|
|9||Filing of statutory declaration of solvency||N5,000.00|
|10||Registration of appointment of liquidator||N10,000.00|
|11||Registration of resolution for winding up||N10,000.00|
|12||Filing of return of final meeting and account of liquidation||N5,000.00|
|13||Filing of notice of change of company name||N10,000.00|
|14||Filing of notice of alteration of memorandum and articles of association||N5,000.00|
|15||Filing of notice of changes in particulars of directors||N2,000.00|
|16||Filing of return of allotment and or notice of change in shareholding||N2,000.00|
|17||Filing of notice of change in registered address||N2,000.00|
|18||Filing of notice of appointment of receiver||N10,000.00|
|19||Filing of notice of discharge of receiver||N5,000.00|
|20||Filing of notice of change of signature||N2,000.00|
|21||Filing of notice of reduction in share capital by public company||N20,000.00|
|22||Filing of notice of reduction in share capital by private company||N10,000.00|
|23||Filing of deed of release by public company||N10,000.00|
|24||Fiiling of deed of release by private company||N5,000.00|
|25||Application for extension of time for holding of annual general meeting by public company||N10,000.00|
|26||Application for extension of time for holding of annual general meeting by private company||N5,000.00|
|27||Letter of Good Standing||N10,000.00|
|28||Other filings (miscellaneous)||N2,000.00|
|29||Certified true copy of certificate of registration||N10,000.00|
|30||Certified true copies of memorandum and articles of association||N3,000.00|
|31||Electronic Search||N1,000.00 per company|
|32||Manual Search by customers||N2,000.00 per company file|
|33||Manual Search Report prepared by officers of the Commission||N5,000.00|
|34||Certified true copies of other documents||N2,000.00 per document|
|35||Consent for Restricted Names||N5,000.00|