Requirements for Registration of Companies

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 proposed company are the businesses that the company will engage in. They should be developed from the Principal Activity that the company will be engaged in. Unlike business names, a company can engage in a variety of businesses. But be careful when listing and drafting the businesses, because not all language is appropriate, and not every business may suffice for the number of share capital (more on this shortly). 

3 - Number of Shares

You need to decide the number of shares you want the company to have. Although the minimum allowed legally is N100,000 shares, the norm in Nigeria is to begin with a minimum of N1million shares. But the number of shares affects the cost of registering the business. Furthermore, there are prescribed number of shares for before certain companies can be registered. You can view the prescribed minimum share capital for certain companies here. If the company doesn’t fall within the list, then it falls under the general minimum share capital of N100,000.

4 - Registered Address & Branch Address

You must supply the primary address of the company. The fact that you have not rented an office space does not deter you from registering your company. You can use your home address or any other traceable address where you are known as your office address. If you have a branch office, you can also state it. This is optional, but it attracts additional fee. Your primary address will be known as your registered company address. So, even when you secure or rent an office, or move to another office, your registered address will remain, unless you apply for it to be changed. When stating your address, endeavour to include the local government and the state.

5 - Email and Phone number of the Company

You must also provide an email for the company. Some people have more than one email and phone number. But you can only supply one email and one phone number. So, ensure that you supply your preferred email and phone number. 

6 - Date of Commencement of the Business

This is a requirement for registration. Ideally, it is advisable to state the date of submission of the application for registration as the date of commencement. The fact that you’ve been operating a business in Nigeria before registering it doesn’t matter. Under the law, no one is expected to do business in Nigeria unless it is first registered with the CAC. You are however allowed to choose a date not more than 28 days prior to the date of submission of the business for registration.  

7 - Directors and Shareholders 

A company must have at least one director and shareholder. Under the new Companies and Allied Matters Act (CAMA) 2022, it is now possible to have one director for a company. This however applies to only small companies, that is, companies whose share capital is not more than N1million. Other companies must have at least two directors. 

Also, a company at the point of registration must have shareholders to take up all or part of the shares at the incorporation of the company. They are called the initial subscribers of the company. These subscribers must take up shares in the company at incorporation. A company must have at least one shareholder who will take up part or all of the shares at incorporation.

It is not uncommon for all the directors of the company to also double as shareholders. And presently, it is possible to have a One-Man-Company; that is a company where only one person is the director, shareholder, and possibly the secretary. 

8 - Secretary 

A large company must have a secretary at its inception. It is not compulsory for small companies to have secretaries at the point of registration. The secretary doesn’t have to be a professional, although that would be preferable. But for a start-up company, anyone can act as a secretary. One of the directors can also double as a secretary, although it is advisable to get someone else. Nevertheless, you can always replace the secretary later on and informing the CAC. 

9 - Directors’ / Shareholders’ / Secretary’s Details

 

The following details are required for the Directors, Shareholders and Secretaries of the business:

1. Full names, as it appears on your valid ID card
2. Service Address – this is usually the registered business address
3. Residential Address
4. Personal Email – this could also double as the business email
5. Phone number – if you have more than one, you can use one for the business address, and the other as your personal phone number
6. Occupation – the default occupation for those into general merchandise or contracts is “businessman, businesswoman or business.” If you are a civil servant seeking to start a side hustle different from agriculture, simply state your occupation as business.
7. Date of Birth
8. Valid ID card (PVC, National ID, Int’l Passport, NIN, Driver’s Licence

10 - Memorandum & Articles of Association 

The information provided above are what is required for the completion of the memorandum and articles of association. The objects of the company are the basic requirements for the filing of the memorandum. Unless you have any special clause that you would like to be included in the articles of association of the company, you can simply adopt the general form of articles provided by the CAC. It is all-encompassing and will ordinarily suffice.

11 - Proficiency (Qualifying) Certificates

Unlike the registration of business names where it is compulsory for professionals to submit their qualifying certificates, it is not the case with companies. Promoters of companies can generally register the company without the need to provide qualifying certificates for the professionals. The reason is basically because a company has a separate existence from its owners, and can employ professionals to do its work. Nevertheless, in the case of a one-man-company, it may still be required. It may also still be required in certain professions like law and medicine.  

12 - Registration Fees 

Last, but not the least, you must pay for the registration. Often times, this is the first thing that everyone seeking to register a business considers. This is trite, because it will help you to be fully prepared for the registration. Note that the more the number of shares that you are registering, the more the filing fees. 

Articles on this site are meant for general knowledge only, not as professional advice. If you need personal advice on matters contained herein, you are advised to contact a professional.

We are a firm of legal practitioners and CAC certified agents. We help business owners, entrepreneurs and associations register their businesses, companies and associations with ease. If you need our help with any of the matters contained in the article, feel free to send us a mail at niyiama@yahoo.com or reach us on WhatsApp @ +234-08126194751.