How To Register A Company In Nigeria
Registering a company in Nigeria is a crucial step for individuals or entrepreneurs looking to formalize their business, gain credibility, and take advantage of opportunities within the Nigerian market. The process, managed by the Corporate Affairs Commission (CAC), has been made relatively simple and can be completed online. This blog post will provide a comprehensive step-by-step guide on how to register a company in Nigeria.
1. Understand the Type of Company You Want to Register
Before registering your business, you need to understand the types of entities that can be registered in Nigeria. The types of companies you can register include:
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Sole Proprietorship: A business owned and run by one person. It is easy to set up, but the liability of the owner is unlimited.
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Partnership: A business owned by two or more people. The partners share liability and profit.
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Private Limited Company (Ltd): A company where the liability of shareholders is limited to their shares. It is one of the most popular forms of business registration.
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Public Limited Company (PLC): A company that offers shares to the public. This is typically larger and more complex.
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Incorporated Trustees: Often used for religious, charitable, or non-profit organizations.
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Unlimited Liability Company: The shareholders have unlimited liability for debts incurred by the business.
2. Choose a Unique Business Name
Choosing a unique business name is the first step in registering a company. It’s essential to select a name that reflects your business and hasn’t already been registered by another entity.
Steps to Check Name Availability:
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Go to the CAC website https://pre.cac.gov.ng/home.
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Sign in (or create an account if you don’t have one).
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Enter your proposed business name in the "Public Search" section to see if it's available.
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If your name is available, you can proceed with the next steps; if not, you'll have to choose another name.
3. Complete the Pre-registration Form (CAC 1.1)
Once your business name is confirmed as available, you will need to complete the pre-registration form (CAC 1.1). This form requires detailed information about your company, including:
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Company Name: The name you have chosen and reserved.
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Type of Company: Specify whether it's a sole proprietorship, limited liability, partnership, etc.
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Principal Business Address: This is your company’s operational address.
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Directors and Shareholders Information: You will need to provide details such as names, addresses, occupations, and signatures of the directors and shareholders of the company.
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Company Secretary: While not always mandatory for small businesses, this can be an individual or company appointed to handle the company’s regulatory affairs.
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Nature of Business: You will need to describe what the company does (its objectives and activities).
4. Prepare and Upload Necessary Documents
To complete your registration, you will need to upload some documents to the CAC portal. These include:
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Memorandum and Articles of Association (MEMART): This document outlines the company’s objectives, rules, and regulations.
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Identification for Directors and Shareholders: Scanned copies of the identification documents (such as National ID, Passport, or Driver’s License) for all directors and shareholders.
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Evidence of Address: Utility bills or other acceptable documents showing the business’s principal address.
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Passport Photographs: Recent passport-sized photographs of all directors.
For companies with foreign directors or shareholders, additional documents like their residence permits and work permits may be required.
5. Payment of Registration Fees
Once the forms are filled, the next step is to pay the required registration fees. The CAC offers various payment methods, including online payments. The fees depend on the type of business and the number of shareholders.
As of the latest update, the CAC charges the following for business registration:
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For a Sole Proprietorship, fees are typically lower, ranging from ₦10,000 to ₦20,000.
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For a Private Limited Liability Company (Ltd), registration fees vary based on the company’s share capital. For example, companies with a share capital of ₦1 million or less pay about ₦10,000 to ₦20,000.
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Additional Fees: There are additional fees for services such as name reservation, filing of annual returns, and amendments to company documents.
6. Submission and Processing
Once you have uploaded the necessary documents and paid the fees, you can submit your registration application. The CAC will review your submission to ensure that all documents are accurate and complete.
If the CAC finds any discrepancies in the documentation, they will notify you to correct them. If everything is in order, they will proceed with the approval process.
7. Certificate of Incorporation
After successfully processing your application, the CAC will issue a Certificate of Incorporation, which is proof that your company is legally registered. You can download your certificate from the CAC website or pick it up at their office.
The Certificate of Incorporation includes your company’s registration number, the name of the company, and the date of incorporation. You can also request certified true copies (CTC) of your company’s MEMART and other statutory documents.
8. Tax Registration and Other Legal Requirements
After receiving your Certificate of Incorporation, you will need to register your company with the Federal Inland Revenue Service (FIRS) to obtain a Tax Identification Number (TIN). This is essential for paying taxes and handling other financial obligations such as VAT, PAYE (if you employ people), and company income tax.
In addition to tax registration, you may need to obtain certain licenses or permits depending on the nature of your business. For example, companies involved in banking, oil and gas, or pharmaceuticals may need additional regulatory approvals.
9. Open a Corporate Bank Account
Once your company is incorporated, you can proceed to open a corporate bank account. Most banks will require the following documents to open an account:
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Certificate of Incorporation
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Tax Identification Number (TIN)
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Memorandum and Articles of Association (MEMART)
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Board Resolution authorizing the account opening (for companies with multiple directors)
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Identification of all signatories to the account
Opening a corporate bank account is crucial for managing company finances, receiving payments, and establishing business credibility.
10. Register for Social Security and Pension (If Necessary)
If your company intends to employ staff, it is important to register with the National Social Insurance Trust Fund (NSITF) for social security and the National Pension Commission (PenCom) for employee pensions. This ensures compliance with Nigeria’s labor laws and protects both employers and employees.
Conclusion
Registering a company in Nigeria is a vital process for any entrepreneur or business owner looking to establish a formal presence in the market. With the advancements made by the CAC, including online registration, the process is now more efficient than ever. By following the steps outlined in this guide, you can successfully register your company, meet regulatory requirements, and start operating within the legal framework of the Nigerian economy.
