COMPANY INCORPORATION IN NIGERIA

Incorporation of a company is the legal process of branding a business in a legal and professional manner. Upon incorporation, a company acquires the status of a person (an artificial person). This enables it to do what a natural person does legally. This article examines the step by step procedure for incorporating a company in Nigeria as well as the benefits. The regulatory act that governs the registration of business entities in Nigeria is the known as Companies and Allied Matters Act (CAMA) 2020, while the agency that regulates the operations of business entities in Nigeria is the Corporate Affairs Commission (CAC).

STEP BY STEP PROCEDURE

Public Search

Many business owners often overlook this step, but its importance cannot be overemphasized. It is advised therefore that a public search should be conducted on the proposed name(s) your company intends to use which will help to confirm if there is an already existing company with a name that is similar to the one you intend to use.

Conducting a public search saves you the stress of submitting a proposed company name that is already in existence and have it rejected by the CAC. This action saves you time and money and also avoids multiple times payment for a name reservation. 

Name Reservation

 After conducting a public search and you have no issues on name similarities or identities then you proceed to reserve at least two (2) proposed company names. Please note that the CAC can decline a name reservation if it is:

1. Similar or identical to an already existing name.
2. Contains prohibited words such as Federal, State, Government, Municipal, Building, Society, Group or Holding etc (before a company’s name contains this prohibited words, the consent of CAC is required).
3. Contains the word “Chamber of Commerce” (unless it is a company limited by guarantee).
4. Misleading as to the nature or extent of its activities, or is offensive and violates an existing trademark. 

Once the reserved name is approved, it is then reserved for a period of 60 days. 

Registration

On reservation and approval of a proposed company name by the Corporate Affairs Commission (CAC), the registration of the company can proceed. This registration will be conducted on the CAC’s website. Particulars of shareholder(s), director(s) and secretary as well as the valid means of identification of all the officers of the company are required. With the introduction of the Companies and Allied Matters Act 2020, the use of electronic signatures was approved, in line with evolving technological advancements. 

Memorandums and Articles of Association are part of the important documents to be uploaded for the purpose of company registration, these documents are required to be assessed and stamped by the Federal Inland Revenue Service (FIRS), and this assessment is conducted for the payment of stamp duty. Stamp duty is assessed based on the number of shares issued and paid up by the shareholders. 

Certain documents aside from the Memorandums and Articles of Association are required to be uploaded in order to be able to proceed with the registration. They include: the signatures of directors, shareholders and secretaries, evidence of payment of prescribed filing fees, evidence of payment of stamp duty.  Upon completion of the online form, payment of prescribed fees and uploading of the relevant documents are carried out. The Commission reserves the right to approve the registration of a company, issue a Certificate of Incorporation and query an application with proper reasons given. However, once the query is resolved, the registration will be approved and the Certificate of Incorporation issued.

For more inquires and questions, kindly contact us via the following platforms:
Email: Ardnaslegal@gmail.com / info@ardnaslegal.com.ng
Instagram & Twitter: @ardnas_legal
Linkedin: Ardnas Legal Practitioners
Mobile: 090-9503-0011