EBR - Easy Business Registrations

The Companies and Allied Matters Act, 2020 (CAMA) uses various terminologies to describe shares. This discussion briefly highlights and describes some of those terms. Issue of shares – ss. 141-148  This is the creation of new shares by the company. The shares may be freshly created through an increase in the company’s share capital; or by the re-issue of old shares which were either surrendered or forfeited by a former shareholder of the company. Offer of Shares – s. 142  This is the process whereby the company offers newly issued shares, either to existing shareholders of the company or to prospecting members. Allotment of Shares – ss. 149-157  This is the allocation of new or old shares to new or existing members of the company on terms and conditions prescribed by the company. Call on Shares – ss. 158-159 This is the demand for payment from shareholders who are yet to pay for their shares. It is simply “a call” on the members of the company to pay for unpaid shares. Paym

Section 175 of the Companies and Allied Matters Act (CAMA) explains how shares can be transferred from one person to another in a company. The procedure is as follows. Execution of a Contract of Transfer The transferee and the transferor must execute a contract between them, stating basically that the transferee has transferred his shares in the company to the transferor. The CAMA refers to this as an “instrument of transfer”. The document will also state the consideration for the transfer. A simple instrument for share transfer is the “Share Transfer Form”.  Stamp Duty on the Instrument of Transfer After the execution of the document of transfer, either of the party, preferably the transferor would pay for and carry out stamp duty of the document. This process is a legal requirement, and so ought to be done for record and future purpose. However, the fact that stamp duty of the instrument of transfer wasn’t done does not invalidate the document. Meanwhile, some companies m

Crypto currencies have become very popular. Although their acceptability as a means of exchange is still widely debated, it has come to be one of the greatest sources of investments in the world today. Since the advent of Bitcoin in 2009, there now exists over 20,000 crypto currencies in the world. As of August 15, 2022, the number of cryptocurrencies tracked by CoinMarketCap stood at 20,575. According to Finbold , this figure represents a growth of 709 new digital assets or a 3.5% increase from the 19,866 recorded on June 15. Nigerians are not left out in the craze to invest in cryptos. This is particularly true for teens and youths. And that’s why there is a need to watch out for crypto scams, because fraudsters have also gotten on the game. The United States’ Securities and Exchange Commission in a recent article posted on its website stated: We are concerned that the rising use of virtual currencies in the global marketplace may entice fraudsters to lure investors into

Unlike business name and company registrations, registration of Incorporated Trustees (IT) is in a class of its own. This is because Incorporated Trustees are non-profit organisations (NGOs) and often end with Associations, Clubs etc. Since the coming into place of the CAC’s Company’s Registration Portal (CRP), the procedure for registration has become really simplified and less time-wasting. ITs are often registered for religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose.  1 - Proposed Names As in business name and company registration, you must provide proposed names. But unlike the former, Incorporated Trustees now allows for 4 proposed names. This is because the cost of reserving a name for IT registration is ten times more than that for reserving a business name or company. Application for Reservation of name for registration of an IT is called an application for consent to register the association with the CAC. A

The Companies and Allied Matters Act (CAMA) 2020 refers to foreigners as “aliens” and defines an “alien” as “a person or association, whether corporate or unincorporated, other than a Nigerian citizen or association, a company, business name or association incorporated or registered in Nigeria.”  Can these foreigners operate companies or businesses in Nigeria, and if so, under what circumstances? Section 20(4) of the CAMA answers this question in the affirmative: “Subject to the provisions of any enactment regulating the rights and capacity of aliens to undertake or participate in trade or business, an alien or a foreign company may join in forming a company.”  So, generally, foreigners and foreign companies can register and own companies in Nigeria, subject to certain requirements prescribed by certain government regulatory agencies in Nigeria, such as the Corporate Affairs Commission, the Ministry of Trade and Investment and Nigerian Immigration Service. Requirements for Foreigners B

This discussion focuses on requirements for the registration of a Private Company Limited by Shares, otherwise called Private Limited Liability Company or Ltd for short. The reason is not farfetched. It is the major brand of companies registered with the CAC in Nigeria. Apart from that, except for a few differences, the requirements are largely the same with other brands of company registrations. 1 - Proposed Names You must supply at least two proposed names for the company. They are called proposed (options) because until either of the names is submitted and reserved by the CAC for registration, you can’t use them for registration. Only the CAC can decide which name is appropriate for registration. Always state your preferred name first, because CAC looks at the first name stated, before considering the second. If approved, a name is reserved for 60 days. To know more about choosing a name for your business, read this article .  2 - Objects of the Proposed Company The objects of the

1 - Proposed Names You must supply at least two proposed names for the business. They are called proposed (options) because until either of the names is submitted and reserved for registration by the CAC, you can’t use them for registration. Only the CAC can approve a name for registration. The best you can do is to learn how to choose a name for your business. Always state your preferred name first, because CAC looks at the first name stated, before considering the second. If approved, a name is reserved for 60 days.  2 - Sole Proprietorship or Partnership You must signify how many owners or persons would be proprietors of the business, that is, if the business is a sole proprietorship or partnership. If there is only one owner of the business, then the business is sole proprietorship. If there are two or more owners, then it’s a partnership.  3 - Nature of Business You must submit the type of business you want to do with the proposed name for name search; for instance, h

Many fraudulently minded persons posing as “entrepreneurs” have devised a means to swindle individuals of their money. It is a wave of ponzi-scheme that has been around for some time. Many Nigerians have fallen prey to these schemes. These fraudsters actually register their businesses and companies with the CAC, and that’s one of the baits they use to get their victims. Their major target is the greediness of their victims. Once they capture your greed for money, the rest is history.  How it works First, they make sure that they register a company in Nigeria with CAC and create a website for online presence. Once that is done, they create impressive and huge business plans in profitable business sectors of the economy, such as agriculture, real estate, oil and gas, maritime, to name a few.  Afterwards, they advertise for investors. They use high interests as baits to attract investors. They offer monthly ROIs (return on investments) of 10 to 20 percent of moneys invested, i

Many people wonder why CAC refused their chosen names for registrations. Some are distraught when they find out that the names that they have been using for years for their business or association is suddenly refused when they finally decided it was time to register it. Some have a particular word that they would like to retain in their businesses and associations and then find it difficult to use the name because there have been several registrations using that same word. There are several reasons why the CAC refuses a name for registration. And there are steps that you can take to choose names or refine your name before proceeding to register your business, company or association. Reasons for name disapproval by CAC The CAC has several reasons for denying names submitted for reservations. These reasons are contained in section 852 of the Companies and Allied Matters Act, 2020 (otherwise called CAMA). They are prohibited and restricted names which the CAC will refuse to ap