{"id":181,"date":"2019-04-02T15:08:56","date_gmt":"2019-04-02T15:08:56","guid":{"rendered":"https:\/\/1stattorneys.com\/?p=181"},"modified":"2019-04-02T15:08:56","modified_gmt":"2019-04-02T15:08:56","slug":"registering-businesses-in-nigeria","status":"publish","type":"post","link":"https:\/\/1stattorneys.ng\/articles\/2019\/04\/02\/registering-businesses-in-nigeria\/","title":{"rendered":"Registering Businesses in Nigeria"},"content":{"rendered":"\t\t
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All business enterprises must be registered with the Registrar-General of the Corporate Affairs Commission (CAC) in accordance with the Companies and Allied Matters Act (CAMA) 2020. However, there are exceptions. For instance, partnerships formed for practicing as legal practitioners do not have to register with the CAC.<\/p>

A foreign or local investor wishing to set up a business operation in Nigeria should take all necessary steps to obtain local incorporation of the Nigerian branch or subsidiary. However, the Minister has the power to exempt certain foreign companies from this requirement.<\/p>

PRIVATE OR PUBLIC LIMITED LIABILITY COMPANY<\/strong><\/p>

A Private or Public Limited Liability Company is a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (referred to as an LLC or PLC).<\/p>

A private company is one which is stated in its memorandum to be a private company. The total number of members of a private company can be a minimum of two and a maximum of 50. Any company other than a private company shall be a public company, and its memorandum shall state that it is a public company.<\/p>

Currently, the minimum issued share capital for an LLC is N10,000, and in the case of a PLC, it is N500,000. At least 25% of the issued share capital must be paid up at incorporation.<\/p>

Registration Requirements:<\/strong><\/p>

  • Availability and Reservation of Name through the CAC e-Registration portal.<\/li>
  • Payment of appropriate Stamp Duty to the Federal Inland Revenue Service (FIRS).<\/li>
  • Submission of Memorandum and Articles of Association together with statutory forms for verification and assessment.<\/li>
  • Payment of filing fees at the Corporate Affairs Commission.<\/li><\/ul>

    COMPANY LIMITED BY GUARANTEE<\/strong><\/p>

    A Company Limited by Guarantee is a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up.<\/p>

    Where a company is formed for promoting commerce, art, science, religion, sports, culture, education, research, charity, or other similar objectives, and the income and property of the company are to be applied solely towards the promotion of its objectives, the company may be registered as a Company Limited by Guarantee.<\/p>

    It should be noted that a company limited by guarantee shall not be incorporated with the objective of carrying on business for profit distribution to members.<\/p>

    Registration Requirements:<\/strong><\/p>

    • Availability and Reservation of Name through the CAC e-Registration portal.<\/li>
    • Payment of appropriate Stamp Duty to FIRS.<\/li>
    • Submission of Memorandum and Articles of Association together with statutory forms.<\/li>
    • Payment of filing fees.<\/li>
    • The consent of the Attorney-General of the Federation.<\/li>
    • A statement of guarantee, indicating the amount each member undertakes to contribute to the company’s assets if wound up.<\/li>
    • A copy of the company\u2019s memorandum and articles as proposed to be amended.<\/li><\/ul>

      BUSINESS NAME OR SOLE PROPRIETORSHIP REGISTRATION<\/strong><\/p>

      A Business Name or Sole Proprietorship is not considered a company under CAMA 2020. It is a form of business structure where an individual operates under their own name or a registered business name. They are not separate legal entities from their owners.<\/p>

      Registration Requirements:<\/strong><\/p>

      • Availability and Reservation of Name through the CAC e-Registration portal.<\/li>
      • Submission of statutory forms for verification and assessment.<\/li>
      • Payment of filing fees at the Corporate Affairs Commission.<\/li><\/ul>

        REGISTRATION OF INCORPORATED TRUSTEES (NGOs)<\/strong><\/p>

        Incorporated Trustees are non-governmental, non-profit organizations established to serve public interests, such as churches, clubs, associations, mosques, etc.<\/p>

        Registration Requirements:<\/p>

        • Availability and Reservation of Name through the CAC e-Registration portal.<\/li>
        • Procurement of the prescribed application form.<\/li>
        • Publication of notices in two (2) newspapers, one being a national daily and the other a local newspaper widely circulated in the area where the organization is based.<\/li>
        • Submission of the duly completed application form, accompanied by:
          1. – A formal letter of application.<\/li>
          2. – Original newspaper publications.<\/li>
          3. – Two copies of the applicant\u2019s constitution.<\/li>
          4. – Minutes of the meeting where trustees were appointed, listing members present, votes scored, and signed by the Chairman and Secretary.<\/li>
          5. – Minutes of the meeting where special clause rules were adopted into the constitution, signed by the Chairman and Secretary.<\/li>
          6. – Two passport-sized photographs and a valid photo ID for each trustee.<\/li>
          7. – Trustees\u2019 signatures and permanent residential addresses.<\/li>
          8. – Impression or drawing of the common seal (if applicable).<\/li><\/ol><\/li>
          9. Payment of the prescribed fee payable to the CAC.<\/li><\/ul>

            UNLIMITED LIABILITY COMPANY<\/strong><\/p>

            An Unlimited Liability Company is a company having the liability of its members unlimited by the memorandum to any amount (referred to as a ULC). In an unlimited company, the members’ personal assets can be used to satisfy company debts if the company’s assets are insufficient.<\/p>

            An Unlimited Liability Company is one which is stated in its memorandum to be an unlimited liability company.<\/p>

            Registration Requirements:<\/strong><\/p>

            • Availability and Reservation of Name through the CAC e-Registration portal.<\/li>
            • Payment of appropriate Stamp Duty to FIRS.<\/li>
            • Submission of Memorandum and Articles of Association together with statutory forms for verification and assessment.<\/li>
            • Payment of filing fees at the Corporate Affairs Commission.<\/li>
            • Statement of compliance.<\/li><\/ul>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t
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              Registering a business in Nigeria under the Companies and Allied Matters Act (CAMA) 2020 requires compliance with specific processes overseen by the Corporate Affairs Commission (CAC). While most businesses must register, exceptions exist, such as legal partnerships. Various business structures\u2014Limited Liability Companies, Companies Limited by Guarantee, Sole Proprietorships, Incorporated Trustees, and Unlimited Liability Companies each have unique requirements. Investors must carefully follow the applicable rules to ensure compliance and successful operations in Nigeria.<\/p>\n","protected":false},"author":1,"featured_media":112,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"pagelayer_contact_templates":[],"_pagelayer_content":"","footnotes":""},"categories":[5,2],"tags":[],"class_list":["post-181","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-business-law","category-corporate-law"],"_links":{"self":[{"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/posts\/181","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/comments?post=181"}],"version-history":[{"count":0,"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/posts\/181\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/media\/112"}],"wp:attachment":[{"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/media?parent=181"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/categories?post=181"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/1stattorneys.ng\/articles\/wp-json\/wp\/v2\/tags?post=181"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}