Registering Businesses in Nigeria

All business enterprises must be registered with the Registrar-General of the Corporate Affairs Commission (Registrar of Companies).

A foreign or local investor wishing to set up business operation in Nigeria should take all steps necessary to obtain local incorporation of the Nigerian branch or subsidiary

Limited Liability Company

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PRIVATE OR PUBLIC LIMITED LIABILITY COMPANY

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 a LLC or PLC”).

 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.

Currently, the minimum authorised share capital for an LLC is N10,000 in the case of  a PLC is N500,000.

At least 25% of the authorise share capital must be issued.

 Registration Requirements:

(i)     Availability and Reservation of Name

(ii)    Payment of appropriate Stamp Duty to Federal Board of Inland Revenue

(iii)   Submission of Memorandum and Articles of Association together with statutory forms for verification and assessment

(iv)   Payment of filing fees at the Corporate Affairs Commission

Company Limited by Guarantee

COMPANY LIMITED BY GUARANTEE

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 thereby undertake to contribute to the assets of the company in the event of its being wound up.

Where a company is to be formed for promoting commerce, art, science, religion, sports, culture, education, research, charity or other similar objects, and the income and property of the company are to be applied solely towards the promotion of its objects the company may be registered as a company limited guarantee.

It should be noted that a company limited by guarantee shall not be incorporated with the object of carrying on business for the purpose of making profits for distribution to members.

Registration Requirements:

(i) Availability and Reservation of Name

(ii) Memorandum and Articles of Association

(iii) Completion of Statutory Forms

(iv) Payment of Stamp Duty to Federal Board of Inland Revenue

(v) Payment of filing fees

(vi) The consent of the Attorney-General of the Federation

BUSINESS NAME OR SOLE PROPRIETORSHIP REGISTRATION

BUSINESS NAME OR SOLE PROPRIETORSHIP REGISTRATION

A Business name or sole proprietorship is a company having no shares.

 Registration Requirements:

(i)     Availability and Reservation of Name

(ii)    Submission of statutory forms for verification and assessment

(iii)   Payment of filing fees at the Corporate Affairs Commission

Registration of Incorporated Trustees (NGO’s)

Registration of Incorporated Trustees (NGO’s)

Incorporated Trustees are basically non governmental, non profit making organisations which is basically established to serve some public interest. i.e. church, club, association, mosque etc.

Registration Requirements:

Availability
Procurement of application form which contains a memorandum for guidance of application
Publication of notices in three (3) national dailies, one being a local newspaper widely circulated in the area where the organization is based
Submission of the duly completed application form in triplicate which should be accompanied by the following
A formal letter of application
The original newspaper publications
2 copies of Applicant’s constitution
Minutes of the meeting whereat the trustees were appointed, having the list of members present and absent and showing the voting pattern, signed by Chairman and Secretary of the Board
Minutes of the meeting where the special clause rules was adopted into the constitution of the organization; signed by Secretary and Chairman
Trustees (Applicants) have to attach 2 passport sized photographs of themselves
Trustees have to sign against their names on the application form (encl d) and furnish permanent residential addresses
The impression of the common seal should be affixed on page 11 of the form and
Draft of 20,000.00k in favour of CAC and made payable in Abuja
Two copies of the application form
Application form duly signed by Secretary and Chairman of the Board

UNLIMITED LIABILITY COMPANY

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”).

An unlimited liability company is one which is stated in its memorandum to be an unlimited liability company.

Registration Requirements:

(i) Availability and Reservation of Name

(ii) Payment of appropriate Stamp Duty to Federal Board of Inland Revenue

(iii) Submission of Memorandum and Articles of Association together with statutory forms for verification and assessment

(iv) Payment of filing fees at the Corporate Affairs Commission