In Nigeria, the Corporate Affairs Commission (CAC) holds the sole authority for registering companies, as granted by the Companies and Allied Matters Act 2020 (CAMA). All business registration applications must be filed directly with the CAC through their online portal systems. Entrepreneurs have two options: registering via a CAC-accredited agent’s portal, or setting up an individual self-service portal specifically to complete the company registration process.�
By moving registration entirely to digital platforms, the CAC has streamlined business formalization and compliance for Nigerian startups. But the legal mandate for these functions still stems from the CAC as the sole governmental administrator and regulator for company incorporation and management under CAMA guidelines.
REQUIREMENTS FOR THE REGISTRATION OF A COMPANY IN NIGERIA
Below are the requirements for the registration of a company with the CAC:
1.�Proposed name of the company (two names should be provided).
2.�Details of the Company
3.�Address
4.�Email address and Phone number
5.�Details of Director(s) and Shareholder(s)
6.�Names of Director(s) and shareholder(s),
7.�a copy of their means of identification�(�e.g�International passport or National Identity Card or Voter’s Card or Driver’s License),
8.�Addresses, Phone numbers, Email addresses and Signatures on plain sheet of paper
9.�Incorporation Certificate of the company appointed as a shareholder (only applicable if another company will be appointed as shareholder)
10.�Signatures sample of the directors and shareholders
11.�Details of the Secretary (Secretary can be an individual or a company)
12.�Name and Address
13.�RC number of the Secretary (where it is a company)
14.�a copy of his or her means of identification (e.gInternational passport or National Identity Card or Voter’s Card or Driver’s License) (where it is an individual)
15.�Phone numbers, Email addresses and Signatures on plain sheet of paper (where it is a company, signature of one of the directors of the company.
It is important to take notice that appointment of secretary is no longer mandatory for a local & small company.
1.�The authorized share capital of the company
2.�This will depend on the services the company intends to engage in Nigeria. It is important to note there is a mandatory share capital threshold applicable to certain businesses in Nigeria.
3.�The shareholding formula or percentage of each shareholder in the company if the new company will have more than one shareholder.
4.�Objectives of the company (i.e. the business the company intends to be carrying out in Nigeria)
STEPS INVOLVED IN THE REGISTRATION OF A COMPANY
1.�Name search
2.
�The applicant will submit the two proposed names of the company on the CAC portal for search as to its availability. An official fee will�paid�to CAC as regards the name search.3.�Where either of the names is available, an approval notice will be sent to the applicant by CAC containing the approved name and an availability code that will be required for the registration.
4.�Registration
The steps for the company registration are as follows:
•�The Applicant or accredited agent login into the CAC portal. •�The Applicant fills the following sections accordingly:
�Company details
(1) �Objects of the�company(The activities the company intends to carry out)
(2)�Authorized share capital (The sharing percentage for each�shareholders) �
(3)Witness details
(4).Directors details
(5).Secretary details (there is an option to skip this step)
(6).Shareholders details
(7).�Persons with significant control (PSC) of the authorized share capital details
(8).An accredited agent’s details
(9).Upload of necessary documents
•�The Applicant proceeds to pay the CAC official fee and also the Stamp duty fee.
•�After payment of the prescribed fees, the registration application is submitted and stays pending until it is approved or queried by the CAC.
•�Upon registration the CAC issues the soft copy of the following documents – Certificate of Incorporation, Status Report and a Memorandum and Articles of Association.
Significantly, the Certificate of Incorporation issued by the CAC now includes a Tax Identification Number for registered companies. This eliminates the step of separately obtaining a TIN to submit tax filings to the Federal Inland Revenue Service.�
Additionally, all documentation required for company registration can be provided fully online, without any physical submission. Between its online portals and incorporation of the TIN, the CAC has made business formalization in Nigeria a seamless, digital-first process. Entrepreneurs no longer have to contend with bureaucratic hassles previously involved in the paperwork-laden procedures of entity formation. The CAC’s overhaul of company registration to a paperless, integrated system marks a major modernization in ease of establishing a compliant business entity.
The information provided in this publication aims solely to educate readers generally. It does not establish an attorney-client relationship with our law firm or constitute legal counsel. Please contact us directly for any specific legal assistance required.
