Plot 332, Danjuma Drive, Trans Amadi Industrial Layout,

Portharcourt
Rivers State
Nigeria
email: portharcourt@cac.gov.ng

How to Register a Limited Liability

Company in Nigeria
Are you starting a business in Nigeria? Do you want to register a limited liability company
in Nigeria? Then read on as I explain in detail how to incorporate a business in Nigeria.
Now for those entrepreneurs who are interested in registering a limited liability company in
Nigeria, it is important you know that the CAC is in charge of such task. Now what is CAC and
what is its function? The Corporate Affairs Commission (CAC) is the governmental body
responsible for registering business names and companies in Nigeria. Without wasting your time,
heres how to register a limited liability company in Nigeria.

How to Register a Limited Liability

Company in Nigeria
1. It is advisable that you register your limited liability company through a lawyer. This will save
you the legal headaches and help you avoid costly mistakes. So please get a legal adviser.
2. The minimum number of shares that can be registered for a limited liability company is one
million shares.
3. The first step to registering a company is to choose three unique names for your company. An
example is XYX Global Ltd or XYZ Nigeria Ltd. Then a name search will be conducted by the
CAC and if one of your chosen names is found suitable and unregistered, it will be assigned to
you.
4. If your name is chosen, you will have up to 60 days to complete the whole registration by
filling and filing the forms.
5. After the name search, you need to choose your directors. That is after dividing the share ratio
among the directors.
6. A minimum of two people is required to start a company. The maximum is 50. These people
are referred to as directors.

7. A minor (someone below the age of 18) can only be a director in a company provided that
there are two other adults listed as directors.
8. The full names, ages, year of birth and residential addresses of all the directors must be
supplied for filling and filing the forms to the CAC.
9. A foreigner can also be a director provided that one or more directors reside in Nigeria. But to
avoid unnecessary query, its advisable that all directors adopt Nigeria addresses.
10. You must supply the proposed address of your companys head office.
11. All directors must sign the filled forms and memorandum of association before filing for
stamping and verification.
12. After stamping and verification has been done by the CAC, you will be issued a certificate of
incorporation.
In conclusion, it is advisable you demand a CTC from your lawyer. Now what is a CTC? A CTC
(Certified True Copy) is a copy of the memorandum of association that has been verified and
stamped as an exact true copy of the M.O.A in CACs possession and file.
And most importantly, you must bear in mind that the price for registering a limited liability
company is not static. This is due to the ever changing policy of the CAC. I want you to also note
that the price you pay to incorporate a business depends on the calibre of the law firm you
engage or how much your lawyer charges you for the services rendered.

No.

Procedure

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Associated Costs

Reserve a unique company name at the Corporate

Affairs Commission

The Corporate Affairs Commission online system allows

for online search of unique company names upon the
purchase of an e-payment card for a flat fee of NGN 500
from an accredited bank. Until now the system is not 10 days
fully operational either because of power fluctuation or
network failures, applicants may have to go to the CAC
office to complete this procedure. The time to conduct
the availability of name search, receive confirmation and
reserve the company name is usually 10 days. The
companys name reservation lasts 60 days but can be
renewed for a similar period.
7 days
Prepare the requisite incorporation documents and pay
the stamp duty
This procedure involves the following tasks:

NGN 500

NGN 18,181 (stamp duty at 0.75% of share capital +

NGN 1,000 for stamping of two extra copies of
memorandum and articles of association + NGN 500
for incorporation forms)

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a. Preparing and printing the memorandum and articles

of association;
b. Completing the requisite statutory forms, and;
c. Having the memorandum and articles of association
stamped by the Federal Inland Revenue Service.
There is a stamp duty office located in the state capital in
Port Harcourt and housed in the same premises with the
CAC.
Sign the declaration of compliance (Form CAC 4)
before a Commissioner for Oaths or notary public

A declaration that the requirements of the Companies

and Allied Matters Act have been met must be sworn by
(i) a barrister or solicitor engaged in the formation of the 1 day
company or (ii) by a person named in the memorandum
and articles of association as a director or secretary of
the company. This procedure can be done before a
notary public or filed at the state or federal High Court.
The common practice is for this declaration to be sworn
before a Commissioner for Oaths at the state High
Court.

Obtain bank draft from a bank for payment of the

registration fees

1 day

Payment is made to any of the receiving banks

designated by the Corporate Affairs Commission.
5

11 days
Register the company at the Corporate Affairs
Commission
The applicant must file with the Corporate Affairs
Commission the required incorporation documents and
forms, which include:
a. Stamped memorandum and articles of association (2
copies);
b. Form CAC 1: Availability check and reservation of
name;
c. Form CAC 2: Statement of share capital and return of
allotment of shares;
d. Form CAC 2.1: Particulars of the company secretary;
e. Form CAC 3: Notice of registered address;
f. Form CAC 4: Declaration of compliance;
g. Form CAC 7: Particulars of directors;
h. Photocopy of information page of international
passport or national identity card for each director and
subscriber.
The fee schedule for registration is the following: for the
first NGN 1,000,000 of nominal capital: NGN 10,000;
for every NGN 1,000,000 or less thereof of nominal
capital after the first NGN 1,000,000: NGN 5,000. Fees

NGN 500

NGN 29,000 (NGN 20,000 for registration fees [NGN

10,000 for company whose nominal share capital is
NGN 1,000,000 or less + NGN 5,000 for all
subsequent million] + NGN 3,000 for certified true
copy of memorandum and articles of association +
NGN 2,000 for certified true copy of particulars of
directors + NGN 2,000 for certified true copy of
particulars of shareholders + NGN 2,000 for certified
true copy of particulars of the company secretary)
NGN 60,000 (legal fees)

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for certified true copies of some forms are paid as

follows: NGN 3,000 for C.T.C of memorandum and
articles of association, NGN 2,000 for C.T.C of
particulars of directors (CAC 7), NGN 2,000 for C.T.C
of allotment of share capital (CAC 2) and NGN 2,000
for C.T.C of particulars of the company secretary.
Lawyers are usually hired to undertake the
administrative incorporation procedures. On average, a
lawyer will charge NGN 60,000 to handle the entire
incorporation process in this state.
Make a company seal
Section 74 of the Companies and Allied Matters Act
(CAMA) requires every company to have a common
seal. The company is thus mandated to have a company
*6
seal by the Companies and Allied Matters Act 1990 1 day
(2004) first schedule paragraph 15, which provides a
standard memorandum of articles of companies and
requires directors to provide a company seal. It is also
the common practice, especially because companies will
generally have to register a deed or other official
documents.
7
3 days
Register for income tax and VAT at the Federal Inland
Revenue Service
Entrepreneurs can register for both corporate income tax
and VAT at the new Integrated Tax Office. For corporate
income tax, the Federal Inland Revenue Service (FIRS)
will require the applicant to complete tax registration
forms. The new company registers at a federal tax office
nearest to its place of business or registered office. A
letter is written to the tax authority applying for a tax
clearance certificate. A form obtained from the tax office
is filled and the following documents submitted with it:
a. Taxpayer registration input form (TRIF/2006/001
COYS);
b. Completed FIRS questionnaire;
c. Copy of memorandum and articles of association;
d. Names and addresses of directors;
e. Copy of the certificate of incorporation;
f. Name, address of tax adviser;
g. Letter of appointment of tax adviser and a letter of
acceptance;
h. The date the company commenced business;
i. Names, addresses and mobile numbers of major
promoters and the chairman of the company, including
their email addresses;
j. Other sources of income of the chairman and the
promoters of the company;
k. Name and addresses of the principal officers of the
company including the chairman, managing director,
legal adviser and accountant.
The application forms must be in triplicate and the

NGN 5,000

No cost

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original certificate of incorporation must be presented

for 'sighting' by the controller before registration can be
completed. Upon receipt of the completed taxpayer
registration input form and all documents, a tax
reference number is allocated. An application must be
filed for the tax clearance certificate. Its issuance is not
automatic.
The fees for the tax clearance issuance are as follows:
for newly registered companies within 6 months of
incorporation: no fee; for companies that are yet to
commence business and show up for registration after 6
months of incorporation, if they request for tax clearance
certificate a pre-operation levy of NGN 25,000 is
payable for the first time and NGN 20,000 is payable for
subsequent years until it files a notice of commencement
of business.
Companies required to register for VAT complete the
VAT registration form (VAT Form 001, obtainable free
of charge from all FIRS offices) and return it to the
integrated tax office, which will issue a taxpayer
identification number (TIN). Companies required to
register for VAT must do so within 6 months from the
date of company incorporation.
Since the registration for corporate income tax and VAT
are done in the same place; one Tax Identification
Number (TIN) is issued to companies for all federal
taxes.

Register for personal income tax PAYE at the State Tax

Office
*8

The employers in the newly incorporated company are

required to register with the relevant state tax authority 2 days
for the purposes of deducting income tax from
employees. Once an application is filed with a copy of
the certificate of incorporation attached, a reference file
is then opened for the company. There is no cost related
to this registration.

No cost

Receive an inspection from the State Ministry of

Commerce and Industry for business premises
registration
*9

After the submission of all application documents, an 1 day

inspection of the business premises is carried out by an
officer from the State Ministry of Commerce and
Industry. The Ministry may conduct an inspection of the
premises to confirm the location of the business and
determine the type of business activity.
10
1 day
Pay registration fees for business premises into a
government account at a designated bank

No cost

NGN 10,000

No.

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The payment of the business premises registration fees is

made directly into the government bank account at a
designated bank. NGN 10,000 is the cost of business
premises registration for companies belonging to the
category "General Merchants & Distributors" in Zone I
(Port Harcourt and Obio/Akpor Local Govt. Areas).
Obtain a business premises permit from the State
Ministry of Commerce and Industry
11

Following payment of the assessed registration fees for 1 day

business premises permit into a designated government
account, the State Ministry of Commerce and Industry
registers and issues a business premises permit to the
new business.

* Takes place simultaneously with previous procedure.

No cost