Registration of a company is the first step every individual or entity who chose to do a business in Nigeria must take. The legislation governing the company registration process in Nigeria is the Companies and Allied Matters Act (CAMA) LFN 2004 and the government agency administering the CAMA is known as the Corporate Affairs Commission (CAC). The process of how to register a company in Nigeria is adequately explained in the CAC’s website.
The CAC has made company registration a walkthrough process, as it has made several steps to improve its online platform, which enables individuals seeking to register a company in Nigeria to complete a significant part of the process through online medium.
Although individuals may attempt to complete part of the incorporation process, it is always better and faster to use the CAC accredited agents for the process.
Before any individual commences setting up a company in Nigeria, it is important such individual firstly acquaint himself or herself with the required documents and requirements for successful company registration in Nigeria. How to register a company with CAC can be a very straightforward process if the procedures are strictly followed. Pursuant to the provisions of Section 18 of the CAMA, the minimum of 2 members (adult) is required for a company formation in Nigeria. The Section 246 of the CAMA also stipulates that every company registered should have at least 2 directors. There is a possibility that these aforementioned requirements may soon change as the Nigeria parliament have already passed an amended Companies and Allied Matters Act, which now allows a single person to form a company in Nigeria. The bill that is waiting to be signed by the President may soon become a law after the presidential assent. However, a foreign entity seeking to register a company in Nigeria may opt to use the services of nominee directors in other to meet up with the requirements of law.
By and large, every individual or entity setting up a company in Nigeria or following the process of how to register a company with CAC must, before the commencement of such process, have the followings:
For individuals seeking to handle some part of the incorporation themselves online before engaging a lawyer for completion, the first step to be taken is to open an online account on the CAC portal, as it gives an individual full access to the registration process.
The second step is to reserve the name of the proposed company with CAC. This enables the reserved name closed to the public for 60days. An “Approval note” would be sent for successful reservation of name.
The following step is to fill all necessary sections in the registration column of the Form CAC 1.1. After successful filling of the necessary fields, the registrant should proceed to the payment of the prescribed fee for CAC and also for the stamp duty fee through Federal Inland Revenue Service (FIRS). A Payment Receipt would be sent for successful payment of the stamp duty, and the receipt of both payments can be printed online at CAC portal and stamp duty portal.
In addition to the above, the registrant must print the filled Form CAC 1.1 and the Memorandum and Articles of Association, sign and date the important columns. After this process, the registrant must now contact a lawyer to notarize or attest to the printed documents.
The final process on how to register a company in Nigeria will include scanning all the incorporation documents, together with the identifications of the directors and shareholders back to CAC through its online portal.
In conclusion, it is important to note that currently, an incorporation of a company cannot be completed in Nigeria without the input of a corporate lawyer duly accredited by the CAC. It is the functions of a lawyer to attest to all the incorporation documents and draft the Articles of Association of the company, where necessary. Although, the CAC has a template for the drafting of the company’s Articles of Association in its improved website, however, a new company, especially an international subsidiary, with specialized arrangements or contract among its members and directors may opt for an advanced or better version of company’s Articles of Association, which can be drafted by a lawyer.
Finally, it is important to be informed that setting up a company in Nigeria is the first step towards a doing business in Nigeria, as there are other requirements stipulated by the law for a successful business setup in Nigeria for every new company.
Written by Corporate & Commercial Law Department at Resolution Law Firm, Nigeria
Resolution Law Firm assists in the registration of companies in Nigeria. Please, contact us via above contact details for assistance!