The Corporate Affairs Commission (CAC) through its online platform has now made incorporation of a company easier. An individual can now register a company online with CAC, with little or no help from anyone, except for Section E in the Registration Form CAC 1.1, which requires the signature of a Legal Practitioner and attestation by a Notary Public or Commissioner for Oaths.
Before an incorporation, it is important to check whether the proposed name to be chosen or reserved has been registered by another individual. How to check if a company is registered in Nigeria can be done through the website of the CAC before making any reservation.
Company registration online with CAC through its online platform involves several steps that must be adhered to strictly in getting the desired results. The steps for company registration in Nigeria include:
- STEP ONE — RESERVATION OF NAME
The first major step during incorporation of a company online with CAC is by filing for a name reservation online. This step is necessary as it helps to reserve the proposed company name for 60days until it is open for use by another person.
The steps to follow in this section include: create a sign up with the CAC for first-time users or to log in for existing users; then click on Name Reservation — then New Name Reservation; fill the necessary column and pay the necessary fee. Then wait for 24hrs for a response from the CAC officials. If successful, ensure to print out the “Approval note”
- STEP TWO — PRE-INCORPORATION
This is the most important step as the success of this determines the incorporation of the company. The steps to follow in this section include;
- Filling all necessary columns in the Registration Form CAC 1.1 rightly and submit same online. Below are the information to fill:
- Particulars of the Company
- (Nature of Principal business the company will be engaged in, The Registered Office Address of the Company, Email address of the Company).
- Particulars of the 1st Directors (minimum of 2 persons above 18years ) :
- (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport), Percentage of shares to be held: if the director is also a shareholder).
- Particulars of Shareholders (minimum of 2 persons) :
- (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport), Percentage of shares to be held).
- Particulars of the Company Secretary (He/she could be an individual or a corporate body)
- (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport ).
- Statutory Declaration of compliance with the requirements of CAMA by a Legal Practitioner. (To be signed by a Legal Practitioner, and attested to by a Notary Public or Commissioner for Oaths)
- Particulars of alien participants, if any.
- (Name, Date of Birth, Gender, Phone Number, Email Address, Nationality, Forms of Identification-(National Identity card, Permanent Voters card, Driver’s Licence or International Passport).
- Particulars of the Articles and Memorandum of Association. It is important to note that there is a template for already drafted Article of Association from CAC portal, which can be adopted by any person registering a company. However, any new company that intends to include additional information pertaining to the company’s governance or pre-incorporation agreements among shareholders and directors through its article can seek a service of professional such as a legal practitioner to draft different articles solely for the company.
- After the successful filling of the form, an applicant is to proceed to payment to effect payment for the necessary fee. The specific payment to be paid to for incorporation include:
- CAC Fee
- Stamp Duty to the Federal Inland Revenue Service Fees (FIRS).
- Subsequently, an applicant is expected to print the completed and electronically stamped Form CAC 1.1 and the Memorandum and Article of Association online, sign in the necessary columns, notarize the attestations page and then proceed to upload the scanned copy of the signed and dated documents.
- STEP THREE — UPLOADING ALL THE INCORPORATION DOCUMENTS
An applicant is expected to now login back to the CAC portal to upload all the incorporation documents.
Below are the documents to be scanned and uploaded on the CAC portal:
- Availability Printout, (It is the same as the Approval Note).
- Registration Form CAC 1.1
- Identification of Directors and Shareholders
- Payment Receipt of CAC
- Stamp Duty Certificate (This is to be printed, once the stamp duty fee is paid).
- Memorandum and Article of Association
- Certificate of Incorporation of the Company Secretary (required only where the Secretary is a corporate body).
All the above documents must be in Pdf format.
The CAC will register the company and issue incorporation through online in less than 48 hours and the applicant can then visit the commission with all his or her original documents to pick up the certificate.
The procedure for how to register a company online has been simplified. Company registration online with CAC is another breakthrough on government’s efforts towards the easy of doing business in Nigeria. Company registration process that used to be completed for nearly a month through several going back and forth in the CAC office has now become what anyone can carry out through the comfort of his or her house or office.
However, some parts of incorporation still require external support, especially from a legal practitioner. For instance, Section E of the form requires a legal practitioner to attest to all incorporation by completing the form. A service of a corporate lawyer may also be required for the drafting of articles of association different from general articles’ template provided by the CAC.
Above all, it is safe to conclude that a great change has come to the way by which company used to be incorporated in Nigeria.
Written by Corporate & Commercial Law Department at Resolution Law Firm, Nigeria