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How To Incorporate Your Company in Nigeria: 2023

Olaniyan Toni 0

One of the most logged queries on search engine regards business registration in Nigeria is the question of the difference between a company incorporation and a business name registration.

While I have answered that in a blog post and will not be repeating it here, the summary of that answer is that a business name is not separated from the owner whereas a company is a separate legal entity.

Another thing I will like to point out is that the only recognize body vested with the power to register and deregister company in Nigeria is corporate affairs commission.

This do it yourself (DIY) guide mostly cover online registration which is the only process that CAC encourage nowadays. Notwithstanding, you will as well find it valuable if you are doing offline registration.

 

Online Company Registration Requirements

If you are following this step by step guide, I will assume you already have the following ready. If not, pause, go get them before you continue.

  • Valid email address
  • Valid means of identification
  • Director (Minimum of one)
  • Secretary (Optional but necessary)
  • Shareholder (Minimum of one)
  • Internet Access
  • Payment Card (ATM Card)

Once you have the above ready, let’s go get our company register starting with name reservation.

Get Two Unique names for your Company.

Remember that a company name is more than just a name. It’s a brand. The first impression people are going to have of your business.  Founders must ensure it’s memorable, pronounceable and unique.

Talking of unique, if the proposed company name is too close to other already registered name, it will be denied by CAC.

Once you are comfortable with the chosen unique names, head over to the corporate affairs commission company registration portal (CACCRP) by following this link (https://services.cac.gov.ng/login). You will be asked to login, click on the register on the top right corner of page and fill the registration form with your real information. Once done, click submits.

You can now login into the CACCRP portal using the username and password you just created. The above process is not different from creating any other online account like Facebook, Twitter or Instagram. It’s pretty straightforward. The only difference is that here, apart from the username, every other information including your name, surname, address etc. must be your real information.

Reserve a name

Once inside the portal, the first thing is to reserve the name you created in step one for registration. To reserve a name, click Reserve Name Now inside the portal.

If you click Reserve Name Now inside the portal, it will take you to a page where you will have to fill a form by answering the below questions.

  • Names and Types: Names are proposed company names and must end with Limited or Ltd e.g. My New Company Ltd, type can be anything but I strongly advise “Private Company Limited by Shares” for all startups.
  • Objectives : Select New Incorporation
  • Preview: Here, you will have the chance to review all the information you filled up until now. You should only click continue if you are satisfied with the information. If not, click back, make correction and re-preview.

If these questions are properly answered, the preview will look something like this.

cac reservation form

  • Payment: The final step of name reservation is to make payment. This is where you are going to need your payment card (ATM Card). The portal will guide you through the payment process. Name reservation is #500.00, but bank and payment gateway charges increase it to about #650.00

Name Approval/Denial

If the name is approved for registration, CAC will send you a note that contains availability code. You will need this code to complete your registration. If the name is denied, a note will be sent to you that explain why the name is denied. In that case you will have to repeat the step 2 above until a name is approved.

Head Up: CAC will always deny a name that is too close to an already registered name.

From the day of approval, CAC will reserve all approved business/company name for 60 days. During this period, no one but the incorporator can use the name. Assuming your company name has been approved for registration, follow the below guide to complete the company registration.

Complete pre-registration form

To access pre-registration form, follow the steps below inside the caccrp.

First click New Company Registration inside the portal.

When asked to enter your reservation code, use the availability code that comes with name approval note. Similar to the one below,

Company Incorporation in Nigeria
If you follow this simple instruction, you will be able to access the pre-registration form which looks exactly like the one below.

  1. Company Details
  2. Objects of Memorandum
  3. Articles of Association
  4. Directors
  5. Secretary
  6. Statement Of Issued Share Capital
  7. Persons with significant control (PSC)
  8. Statement of Compliance
  9. Document Upload
  10. Preview
  11. Payment

 

Fill up the form with all the relevant information.

  1. Company details: This is where you will fill all the relevant information about the company like principal business activity, principal activity description, email, phone number, registered business address, local government area, state and country.
  2. Objects of Memorandum: This is asking for the nature of your business. E.g. to carry on business as a general merchant etc. The business objects must include all the business your business wish to carry on now or in future.
  3. Article of Association: Since company is a legal entity, it must have an internal constitution that guide the do and don’t within the company. In the past you need a lawyer to draft this, but nowadays CAC provide a default constitution that you can adopt. If you are adopting the CAC default constitution, take note that this will attract some charges. But compare to what you will pay a lawyer, it’s the most sensible choice.
  4. Directors: Here, you will fill all the relevant information about your directors. Unsolicited advice, only bring people who believe in your idea and willing to sacrifice with you on board.
  5. Secretary: This used to be mandatory, but it’s now optional. You can skip the step. But if you have a secretary, fill up their information here.
  6. Statement of Issued Share Capital: A company value is mostly in its share capital. You will decide what the company value will be. One million share capital is arguably the most popular one out there but it come with some limitation.  To avoid this limitation, you can do between ten million to twenty-five million share capital. Please note: increase in share capital affect the total registration cost.
  7. Persons with the significant control (PSC): There are routine Yes or No question you will have to answer here. Pay attention to what you are saying Yes or No to though, to avoid costly mistakes in future.
  8. Statement of compliance: Fill your personal information here as the incorporator.
  9. Document Upload:  Some of documents to upload include valid means of identification, scanned signatures of all the directors and shareholders etc.
  10. Preview: Here, you will have the chance to review all the information you filled up until now. Please, do not click next unless you are absolutely sure that you fill up all the relevant information. When you are satisfied with the information, click next.
  11. Payment: Just like when you are reserving name, the portal will guide you through the payment process.

 

FAQ

  • Question: What are the documents required to register a company in Nigeria?
  • Answer: A valid means of identification for all the directors and shareholders. (This could either be a driving licensee, international passport, national ID card or voter’s card).
  • Question: Can a Director also be a shareholder?
  • Answer: Yes, a director can as well be a shareholder but not required.
  • Question: Can a Secretary also be a director and shareholder?
  • Answer: Yes, the secretary can be a director and a shareholder.
  • Question: Who can witness the registration?
  • Answer: Anyone of sound mind; above 18 with no criminal record can witness the registration.
  • Question: How do I check if a company is register with CAC?
  • Answer: Visit www.cac.gov.ng (https://www.cac.gov.ng/), click on public search, enter the company name and click search. If you follow these steps, the register date, register office and RC No will be display on the screen.

 Don’t forget, if you face any challenges, you are one click away from me.

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