TCCNaija Services
COMPANY INCORPORATION

Throughout the years, our company registration experts, certified with the Corporate Affairs Commission have been giving an exhaustive scope and model for registering companies in Nigeria and in the UAE. With over 200 companies registered within 2 years of our operation, we are poised to registering 1000 companies by 2020, a vision which has kept driving us with Delivery, Professionalism and Versatility being our watchword.

A registered company becomes a separate legal entity from you and has virtually the same legal rights as you would have under law, while an enterpriseA registered company becomes a separate legal entity from you and has virtually the same legal rights as you would have under law, while an enterpriseA registered company becomes a separate legal entity from you and has virtually the same legal rights as you would have under law, while an enterpriseA registered company becomes a separate legal entity from you and has virtually the same legal rights as you would have under law, while an enterpriseA registered company becomes a separate legal entity from you and has virtually the same legal rights as you would have under law, while an enterpriseOur firm provides the following services with regards to Company Set up and Registration:-


1. Sole Proprietorship (Also called an Enterprise or Business Name)

A sole proprietorship company from its name is owned by a single person. It is the simplest form of business entity, not mandatorily requiring a company registration. In such a company, the sole proprietor is personally responsible for all aspects of the business and has unlimited liability to all debts and obligations. It is not a full company, as it connotes the name of the company is registered with the regulatory commission but has its deficiencies. Most contracts cannot be bid for with this kind of company, as it is suitable for a retail business. Though has an advantage of less taxation and reduced bank charges.

2. Private Limited Company

A private company is a company with a minimum of 2 shareholders and directors, and a maximum of 50 directors. A private company is one that has been stated in its memorandum and article to be private excluding bona fide employees of the company. It shall not allow the public to buy shares or debentures or deposit money for fixed periods or payable at call whether or not interest bearing. If a company defaults on the provisions of section 22 of the decree, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by or under the decree. The Decree shall then apply to the company as if it is not a private company. A private limited company is a corporate entity separate from its shareholders, who enjoy limited liability, i.e., their personal possessions remain separate, and their risk is reduced to only the money they have invested in the company. The requirements for incorporating a private limited company in Nigeria are:

The total number of members in the company must not exceed 50, excluding those who are employees of the company

The company must have a registered office in Nigeria

A minimumof 2 people above 18 years of age must subscribe to the Memorandum &Articles of Association (MAA)

The name of the company must not be the same as any other company name currently held in the registry of the Corporate Affairs Commission (CAC)

3. Public Limited Company

A public company, unlike a private limited one, is allowed to be publicly listed and sell its shares to the public.The cost of running a public limited company is considerably higher than that of a private limited liability company. Therefore, a public limited company is better suited for large organizations.

Public Company: Any company that is not a private company shall be a public company and its memorandum shall state so. Every public company shall have capital except those limited by guarantee-those formed for promoting commerce, arts, science, religion, culture, education, research, charity etc. The total liability of a company limited by guarantee shall not be less than N10,000

4. Guarantee Company

A guarantee company is not meant for profit purposes and set up generally by charitable organizations. Such a company does not have a share capital, and the members do not own the company, nor do they receive any profits. They also have no claim to the company’s assets. All income generated by a guarantee company is used to cover its operating costs and to achieve the objectives of the company

Company Limited by Guarantee: The liability of its members is limited by such amounts as the members may thereby undertake to contribute to the assets of the company in the event of its being wound up. It may not be incorporated with the objective of carrying on business for the purpose of making profits for distribution to its members. When a company is formed for the purpose of promoting the arts, science, religion, sports, culture, education, research, charity etc., and the income and property of the company are to be applied solely towards the promotion of its objects and no portion is to be paid directly or indirectly to its members except as permitted by the decree, the company shall not be registered as a company limited by shares but as a company limited by guarantee.

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Unlimited Company: no limit on the liability of its members. All unlimited companies shall be registered with a share capital from the date of the Decree of 1990. If an existing company is not registered with a share capital then the memorandum must be altered so that is becomes an unlimited company having a share capital not below the minimum share capital permitted under section 99 of the decree. (Section 99, 1) If a memorandum states that the company is to be registered with shares and it is delivered after the commencement of the Decree, the amount stated in the memorandum to be registered shall not be less than the authorised minimum share capital and not less than 25 per cent of that capital shall be taken by subscribers of the memorandum.


WHO IS ELIGIBLE TO FORM A COMPANY?

By the provisions of Section 18 of the Companies and Allied Matters Act (CAMA), ‘‘any two or more persons may form and incorporate a company by complying with the requirements of this Act(C AMA) in respect of registration of such company’’.

However by virtue of Section 20(1) of CAMA, certain persons are prohibited from joining in the formation of a company. These are:

  • A person who is less than 18 years.
  • A person of unsound mind and has been so found by a court in Nigeria or elsewhere
  • An undischarged bankrupt.
  • A corporate body in liquidation.
  • A person who is disqualified under section 254 of this Act from being a director of a company

A person who is disqualified under section 254 of this Act from being a director of a company

Also, a body corporate in liquidation shall not join in the formation of a company under this Act- Section 20(3) CAMA.

Subject to the provisions of any enactment regulating the rights and capacity of aliens to undertake or participate in trade or business, an alien or a foreign company may join in forming a company-Section 20(4) CAMA.

TYPES OF INCORPORTAED COMPANIES

By the provisions of Section 21(1) of CAMA,

(1). An incorporated company may be either a company-

  • (a) Having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (this is also known as “a company limited by shares”); or
  • (b) having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (this is also known as “a company limited by guarantee”) or
  • (c) Not having any limit on the liability of its members (this is also known as “an unlimited company”).
  • Any of the above type of company can either be a private or public company-Section 21(2) CAMA

    By virtue of Section 22(1) of CAMA, a private company is one which is stated in its memorandum to be a private company.

    CHARACTERISTICS OF A PRIVATE LIMITED LIABILITY COMPANY

    flowing from the provisions of Section 22(2)(3)(4)&(5) of CAMA,

    Every private company shall by its articles restrict the transfer of its shares.

    The total number of members of a private company shall not exceed fifty, not including persons who are bona fide in the employment of the company, or were while in that employment and have continued after the determination of that employment to be, members of the company.

    Where two or more persons hold one or more shares in a company jointly, they shall for the purpose of subsection (3) of this section, be treated as a single member.

    A private company, unless authorized by the Act, shall not invite the public to:

    Subscribe for any shares or debentures of the company;

    Deposit money for fixed periods or payable at call, whether or not bearing interest.

EFFECT OF A LIMITED LIABILITY COMPANY NOT COMPLYING WITH SECTION 22 of CAMA

By Section 23(1) of CAMA, where default is made in complying with any of the provisions of section 22 of this Act in respect of a private company, the company shall cease to be entitled to the privileges and exemptions conferred on private companies by or under this Act and this Act shall apply to the company as if it were not a private company.

PROCEDURES FOR THE INCORPORATION OF A LIMITED LIABILITY COMPANY

Search for www.cac.ng online, and follow the steps as displayed on CAC website. These steps can however be enumerated as follows.

  • a) Conduct a search on the availability of name by submitting 2 names for availability check. Where the name is found to be similar to an existing name, it may be denied, if not it will be approved for a period of 60 days by CAC.
  • (b) Prepare the Memorandum and Articles of Association of the company(MEMART).
  • (c) Fill the CAC forms. These are;
    • (i) Form CAC 1- availability and reservation of name
    • (ii) Form CAC 2- statement of share capital and return of allotment of shares
    • (iii)Form CAC 2.1- particulars of secretary
    • (iv) Form CAC 3- notice of registered address
    • (v) Form CAC 4- declaration of compliance
    • (vii)Form CAC 7- Particulars of directors
  • (d) Pay the relevant prescribed fees and submit 2 copies of MEMART and CAC2 for stamp duty.
  • (e) Pay registration fees.
  • (f) File 2 stamped copies of the MEMART and Form CAC2, the other CAC Forms, a means of identification of the directors, their qualification (if the company is to carry out a specialized business), notice of reservation, receipts of payment of the relevant fees and a copy of the means of identification of the accredited agent.
CONTENTS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION(MEMART)

The Proposed Company Names at the Corporate Affairs Commission for approval. (It is usually advisable to present two name options).

The full names, residential address, signature and designation of the subscribers and Directors of the company. A minimum of 2 subscribers and directors is required. None of the subscribers/directors must be less than 18 years of age.

The name, address and signature of the person who is going to be the Company Secretary.

The address of the proposed Company.

The Nature of business. For instance, if the business is into rendering specialist services such as a Hospital, Consultancy, Schools, Media, etc, then provide a photocopy of the Professional Proficiency Document. e.g. A Certificate of Proficiency of a professional body, trade or association, an Academic Certificate, e.t.c.

The directors/subscribers must submit a photocopy of any means of identification, e.g. National ID card, Data Page of your National Passport, Voter’s Card or Driver’s License in the formation document.

The Authorised Share Capital of the company not being less than 10,000 and how it will be shared among the subscribers.

DOCUMENTS TO BE FILED TO CAC FOR INCORPORATION.

The Memorandum and Articles of Association of the company which must comply with the provision of the Companies and Allied Matters Act.

Statement of Authorised Share Capital(Form CAC2), which must be signed by at least one director.

Particulars of the Company’s Secretary (Form CAC2.1);

Notice of the address of the registered office of the company and the head office if different from the registered office. The address must be a Nigerian address (Form CAC3);

A statutory declaration in the prescribed form by a legal practitioner of due compliance with the provisions of CAMA (Form CAC4);

A statement in the prescribed form containing the list and particulars of at least 2 directors together with their consent as first directors of the company (Form CAC7)

ISSUANCE OF CERTIFICATE OF INCORPORATION.

On the successful completion of registration, CAC will then issue a Certificate of Incorporation showing the name of the company, the date of incorporation and the registration number.

Also, the CTC(certified true copy) of the MEMART and CAC Form 2 will be issued to the accredited agent who filed the documents.

EFFECT OF REGISTRATION

Section 37 of CAMA provides that;

As from the date of incorporation, the subscriber of the memorandum together with such other persons as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the powers and functions of an incorporated company including the power to hold land, and having perpetual succession and a common seal, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act.

REQUIREMENTS FOR REGISTRATION OF CHURCHES, FOUNDATIONS, ASSOCIATIONS AND NGOs

Although an NGO is not a commercial entity, the Corporate Affairs Commission views it as an entity which needs to be registered nonetheless. There is therefore a laid down process for the registration of NGOs in Nigeria. This article will give a step by step breakdown of the process.

The registration of NGOs is a bit peculiar in that it can be done under Part A of the Companies and Allied Matters Act as a company limited by guarantee or under Part C of the Companies and Allied Matters Act as Incorporated Trustees. This article will explain the process to register an NGO under Part C.


STEP 1

As with all registration of entities in Nigeria, the first step is to conduct a search on the name to find out if it is available and to reserve the name if available. It is always advisable to have at least 2 names, one alternate in case the primary name is unavailable.


STEP 2

NGOs and CSOs are supposed to be governed and managed by what is known as a Board of Trustees. These are the equivalent of what a shareholder/director would be in an incorporated company. The Trustees of an NGO or a CSO are responsible for the management and direction of the association.


STEP 3

Once you have your name approved and your board of trustees in place, the next step for the registration of a NGO in Nigeria is that the Trustees must publish a notification of their intention to register a NGO. This notice must be published in 3 newspapers, one of the newspapers being one that is widely circulated in the area where the organisation will be based.


STEP 4

The next step is to complete and submit the application form. The application form is self-explanatory and asks for information like the approved name of the NGO, the registered address of the NGO, a brief description of the aims and objectives of the NGO. The form also requires the personal details of the Trustees, this includes their names, sex, nationality, permanent residential addresses, occupation etc.

The completed application form must be submitted alongside other documentation which includes an application letter, the original newspaper publications, two copies of the NGO constitution, the minutes of the meeting where the trustees were appointed, 2 passport photographs of each Trustee etc.


STEP 5

All the documentation is then reviewed by the CAC, and if there are no queries, the NGO is registered with the CAC and can then commence operation.

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INFORMATION NEEDED TO BE PROVIDED TO REGISTER CHURCHES, FOUNDATIONS, ASSOCIATIONS AND NGOs

  • 1. Two Proposed names of the church, foundation, association or NGO
  • 2. Minutes of the meetings of appointment of Trustees (which would be prepared by us, except you have such record documented already).
  • 3. Newspaper advert to be published in 2 national dailies (To be done by us).
  • 4. Profile of each of the Trustees of the organization, which will include their:
    • (i). Names
    • (ii). Contact Addresses
    • (iii). Phone Numbers
    • (iv). Email Addresses
    • (v). Passport Photographs
    • (vi). Valid means of identification
  • 5. Registered address of the organization; Phone Number and Email Address.
  • 6. Profile of the secretary of the organization which will include:
    • (i). Name
    • (ii). Address
    • (iii). Phone Number
    • (iv). Email Address
    • (v). A valid means of identification
  • 7. Profile of signatories to the organization's account
  • 8. Objects of the organization
  • 9. Constitution of the Organization (which will be prepared by us, except you have one.)
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