Biography

How To Register A Company In Nigeria

When you think of registering or incorporating a company in Nigeria, the first things you have to consider is: What name do I want my company to answer; How much share capital will the company have, How many directors will the company have etc. In writing this article, we presume that you chose to have a limited liability company, having known the Six Major Ways you can Carry out business in Nigeria. Having decided to go for a limited liability company, we will now set out the steps you need to take in order to accomplish your goal.

Step 1: Decide on the name of the company.

The first step to registering or incorporating a limited liability company is to decide on the name you want the company to answer. You may not know that most of the names you may want to use may have been taken by someone. This is the reason you need to conduct a search for the availability of whatever name you want to use.

A name may also not be available for use, not only because someone else is using it, but because the name is rendered irregisterable on account of the following reasons:

It is identical with a name by which a company in existence is already registered or so nearly resembles that name as to be calculated to deceive, except where the company in existence is in the course of being dissolve and signifies its consent in such manner as the Corporate Affairs Commission requires; or

The name contains the words ?Chambers of Commerce? unless it is a company limited by guarantee; or

That in the opinion of the Commission, the name is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy; or

That in the opinion of the commission, the name would violate any existing trade mark or business name registered in Nigeria unless the consent of the owner of the trade mark or business name has been obtained.

Except with the consent of the commission, no company shall be registered by a name which (a) includes the word ?Federal?, ?National?, ?Regional?, ?State?, ?Government?, or any other word which in the opinion of the Commission suggests or is calculated to suggest that it enjoys the patronage of the government of a state in Nigeria, as the case may be, or any ministry or department of government; or (b) contains the word ?municipal? or in the opinion of the commission suggests, or is calculated to suggest, connection with any municipality or other local authority; or (c) contains the word ?Co-operative? or the words ?Building Society?; or (d) contain the word ?Group? or ?Holding?.

Having the above rules in mind, you have to select at least two names in alternative so that if one contravenes above guidelines, the other will not. When you must have done that, you now proceed to the Corporate Affairs Commission, where you obtain a form called Availability Form. You then fill in the two names in the form and submit for search. All things been equal, the search result ought to be out in few days.

Step 2: Purchase a set of incorporation form and fill it.

When the search result is out and the name is available, the next step is to proceed to the Corporate Affairs Commission and purchase a set of incorporation form. This form has to be completed in a manner required by the Commission. The Commission usually insists that all the information requested by the forms must be supplied.

Step 3: Payment of Stamp Duty and Filling fee.

After the purchase of the incorporation forms and filling of same together with the preparation of the memorandum and article of association, the applicant shall proceed to the stamp duty commission, an arm of the Federal Inland Revenue Services, where he would be assessed for payment of stamp duty. The stamp duty is usually paid at a designated bank into the account of Federal Inland Revenue Services. After the payment, the applicant proceeds to the Stamp Duty Commission where the memorandum and article of association with some of the incorporation forms will be stamped.

Step 4: Submission of the incorporation documents.

After completing the set of incorporation form, the next step is to assemble it together with other company incorporation documents, and submit at the Commission.

The totality of the documents required by the CAC are:

· Form of approval for name;

· Duly completed incorporation forms;

· Duly stamped memorandum and articles of association;

· Photocopy of information page of international passport or national identity card for each director and subscriber;

· Evidence of consent where applicable;

· Proficiency certificate where applicable;

· Residence permit in case of resident foreigner;

· Photocopy of duly verified particulars of directors, statement of share capital and return of allotment of shares together with memorandum and article of association for certification as true copies;

· Duly signed and sealed resolution of the company authorizing the subscription where a company subscribes to the memorandum and article of association;

· An affidavit stating circumstance of cancellation or alteration in the signature of any document or any difference in the name on stamp duty recipient and name on other documents.

Finally, it is recommended that a lawyer should be consulted for incorporation of companies in Nigeria because the procedure is a bit complicated, more so, when the incorporation form to be filled includes a statutory declaration that those requirements of the companies and allied matters act for registration of a company have been complied with.

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