How to Incorporate a Company in Nigeria.
Do you want to incorporate a company in Nigeria, but don’t know how? You are kind of confused about the necessary procedures of law to follow to register it. Relax, you are in the right place. You are about to learn a step by step guide on how to incorporate a company in Nigeria, acquire a business name, and know the necessary documents and fees.
If you wish to start any business in Nigeria, the first thing to be done is for you to register it under the required authorities. I shall provide simple phases you can follow to protect and make your company legally recognized in Nigeria. Let’s jump right in.
Guide on how to Incorporate a Company in Nigeria
Here is what you need to do to get your company registered
Phase 1: Do a Name Availability Search
The essence of making this name availability search is to know if the name you are picking for your company is not already in use or know with another company in Nigeria.
This search can be done in two ways. You may either choose to conduct a free public search using the Corporate Affairs Commission. website. Click here to conduct the free search.
When you are done conducting the search and the name you chose has been approved and not being in use by anybody else. You will then be allowed to conduct a search using the CAC online gateway. After the approval, you will be required to pay a sum of #500 and to reserve the name for sixty days.
It is compulsory that you choose a name that is unique with at least two options. Avoid using generic names that are already in use so as not to waste your time. You are not allowed to use names that consist of words like, “Municipal” “Federal”, “Government”, “National”, “Group”, “Holding”, etc.
You should also refrain from using words that have the tendency to deceive or that are undesirable, words that are offensive or repugnant to public policy.
Also, names that the CAC deems to be injurious to the trademark or names registered in respect of already registered businesses and companies in Nigeria. The exception to this is where the owner of such trademark consents to its use.
Phase 2: Register the Biodata of the Shareholders
According to the Nigerian law, the minimum for membership in a private company is two while the maximum is fifty.
They must all be adults that are from 18years and above, including the founding members. The information that will be asked of you are, the names of the shareholders, their home address, job, email address and mobile phone number.
You will then be required to provide a valid means of identification which may include your National ID card, drivers, international passports etc.
Phase 3: Documentation
It is important that you do the necessary documentation to incorporate a company in Nigeria. Some of these include Memorandum and Articles of Association; list and assent of the starting directors of the company, also the statement of agreement by the Lawyer.
The CAC has made access to documentation quite easy. Anyone can now download them from the CAC portal online. Please note that the portal will only provide you with only a mere template of the Memorandum of Association, it is your duty to get a lawyer to help you draft and perfect the document if your work is that which needs special documentation.
Phase 4: Pay for the Registration and Collect your Certificate
You can then upload all the documents you obtained after paying the required fees online. The payment you will be asked to make will be determined by the share capital of your company.
After uploading all the documents, that is, doing all the necessary submissions, the Corporate Affairs Commission will contact you if they have any question for you. If you have none, the CAC will recommend a date for you to pick up your certificate of incorporation.
Simple Steps to follow to register your Company in Nigeria
- Check if the name you are planning on using is not already in use by another company in Nigeria. This you can do by checking if it is available on the CAC website.
- Pick a unique Name.
- Fill the pre-registration form and download online using the CAC portal.
- Make the necessary payments to the CAC.
- Get it stamped by the FIRS. Note, this requires some payment.
- Provide for upload the signed and scanned copy of your pre-registration documents listed below:
- Form CAC1.1
- Memorandum and Article of Association (MEMART)
- Stamp duty certificate
- Evidence of payment you made to CAC
- A recognized form of identification of Director(s) or subscribers and the secretary
- Proficiency certificate where applicable (usually optional)
- You can then upload all the scanned documents for processing.
The final step that you are expected to take all the printed hard copies, that is original of the document to the CAC office branch you chose in exchange for your company’s incorporation certificate and to get the Certified True copies of the documents.
A list of the Requirements or Documentations you need to complete your CAC Business Registration
Depending on the type of business you want to incorporate, you will be required to tender some important documents, find them below:
- The proposed name of the business
- Your Business Memorandum and Articles of Association
- The objectives of the business
- Statement of the certified share capital
- A copy of the reservation and availability form printed from the CAC portal (CAC-1}
- Two recently taken Passport photographs of the Directors and all the members of staff. Also a valid means of identifying them.
- The location of the business main branch office (principal office).
- The means of locating the directors seeking to incorporate the company, these may include their contact, their addresses, names etc.
- Submitting and filing with the Federal Inland Revenue Service (FIRS) for tax reasons.
- Also any other documents or fees you are obliged to pay to satisfy any legal requirement.
Starting up a business in Nigeria is not something you just do carelessly or without taking note of the obligations that are required of you by the law.
Incorporation of companies is an important requirement of the law. It bestows on your company the necessary legal recognition and capacity to operate as a company in Nigeria.