Having your company or business registered confers some credibility on it. This gives the business a unique identity. Registration of businesses in Nigeria is the responsibility of the Corporate Affairs Commission, which has its head office in Abuja but has branches in most states of the federation.
The CAC accredits the following categories of professionals for the registration exercise: the lawyers, chartered accountants and chartered secretaries. You need to engage the service of one those professionals to register your business. It is, however, important you understand the issues involved and the choices you have to make. For instance, you need to decide on a business name, business type, issues relating to membership and ownership of a business etc, to avoid making mistakes.
According to CAC, registration is divided into three parts under the Companies and Allied Matters Act. They include registration of business names, incorporation of companies and registration of incorporated trustees. Businesses that can be registered with CAC are Private Limited Liability, Public Limited Company, Public Limited by Guarantee and Unlimited Company.
As prescribed by CAC, the minimum membership for each of these companies is two and maximum for private company is 50 members while there is no upper limit for public companies. A minimum share capital of N10,000 for private companies and N500,000 for public companies with a minimum subscription of 25 per cent of the authorised share capital.
Incorporation of (private or public) company involves searching for availability of name, completion of registration form, payment of appropriate stamp duty fee at the Federal Board of Internal Revenue, submission of Memorandum and Articles of Association together with statutory forms for verification and assessment, payment of statutory fees at the CAC. The consent of Attorney General of the Federation is required in the case of Unlimited Company by Guarantee.
While the procedure for registering a business name requires the search for availability of name, submission of duly completed statutory forms with two passport-sized photographs of each applicant attached to the form, and payment of filing fee at the C A C, the registration of incorporated trustees involve, availability and reservation of name, procurement and completion of application form, publication of notice in three national dailies, one being a local newspaper widely circulating in the area where the association is based, clearly stating the name of the association.
It also involves submission of duly completed typed application which should be accompanied by the following: availability of name search report, a formal letter of application, signed by the chairman, secretary or by a solicitor, the original of the newspaper publications, two copies of applicant’s constitution, minutes of the meeting whereat the trustees were appointed, having the list of members present and absent and showing the voting pattern, signed by the chairman and secretary of the board. The minutes must be on the letter headed paper of the association.
Trustees should attach two passport-sized photographs, one attached to enclosure and the other to the IT Declaration form sworn to at the high court. Trustees must also sign against their names on the application form, stating permanent residential address and their occupations. The common seal of the association should be affixed at the appropriate column of the form and payment must be made for filing.
Under CAMA, registration of private company with share capital not exceeding one million costs N10,000, while registration of private company with share capital exceeding N1m but less than N2m costs N20,000. Also, registration of private company with share capital above million, N10,000 will be added for every N1m or part thereof.
While registration of public company with share capital not exceeding N1m costs N20,000 and registration of public company with share capital exceeding N1m but less than N2m costs N30,000 But registration of private company with share capital above N2m will attract N20,000 for every million or part thereof. For company without share capital, registration will cost N20,000; same day incorporation (excluding filing fees) is N50,000, while the form will cost about N800. Registration of business name will cost N4,000 and registration of incorporated trustees costs N20,000.
Post registration issues such as change of name, change of directors, change of secretary, change of trustees, conversion of and re-registration of private company to public company, allotment of shares, etc should be directed to the Registrar-General of CAC. Expectedly, if all these procedures are strictly followed, registration of business should not take more than 10 working days, more so that CAC now works electronically.
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For direct inquiry, you may reach the Corporate Affairs Commission on www.cac.gov.ng
*Courtesy, David Amuwa, Punch Newspapers (www.punchng.com)