Incorporating a company in Nigeria requires several steps, including the registration of necessary documents with the Corporate Affairs Commission (CAC), the regulatory body responsible for regulating the formation and management of companies in Nigeria. This article will provide a detailed guide on the documents required for incorporating a company in Nigeria.
MEMORANDUM AND ARTICLES OF ASSOCIATION
The Memorandum and Articles of Association (M&A) is a legal document that contains the company’s purpose, objectives, and regulations. It is the foundational document upon which the company’s operations are built. The M&A must be signed by all subscribers to the company and witnessed by a notary public or commissioner for oaths.
The Memorandum of Association is a document that sets out the company’s objectives, and it outlines the scope of its activities. It contains the company’s name, the authorized share capital, the registered address, and the objectives of the company. The Articles of Association, on the other hand, sets out the rules that govern the internal affairs of the company. It contains provisions for the appointment of directors, conduct of board meetings, voting rights, and the issuance and transfer of shares.
FORM CAC 1.1
Form CAC 1.1 is an application form that must be completed and submitted to the CAC to initiate the process of incorporating a company in Nigeria. The form requires information such as the proposed company name, the address of the company, the type of company, and the names and addresses of the company’s directors and shareholders.
The proposed company name must not be identical or similar to an existing company in Nigeria, and it must not be offensive or contrary to public policy. The address of the company must be a physical location in Nigeria where the company can be reached, and it must be verifiable.
FORM CAC 1.2
Form CAC 1.2 is a statement of compliance that must be completed and signed by a legal practitioner, a chartered accountant, or a chartered secretary. The statement of compliance certifies that all the requirements for incorporating a company in Nigeria have been met. The person signing the statement of compliance must have reviewed all the necessary documents and must be satisfied that they are in order.
FORM CAC 2.1
Form CAC 2.1 is a notice of the registered address of the company. The notice provides details of the physical location of the company’s registered office, including the street name, building number, and city or town. It must also include the contact details of the company, such as the telephone number and email address.
FORM CAC 3
Form CAC 3 is a statement of the nominal share capital of the company. The statement provides details of the authorized share capital of the company, the number of shares that have been issued, and the amount paid for each share.
FORM CAC 4
Form CAC 4 is a declaration of compliance with the Companies and Allied Matters Act (CAMA) by the company secretary or a director of the company. The declaration confirms that the company has complied with all the provisions of the CAMA and the regulations of the CAC.
IDENTIFICATION DOCUMENTS
All directors and shareholders of the company must provide identification documents, such as a passport, national identity card, or driver’s license. The identification documents must be valid and up-to-date, and they must be submitted to the CAC during the registration process.
PROFICIENCY CERTIFICATE
The CAC requires that at least one director of the company must possess a proficiency certificate in the business or profession for which the company is being registered. For example, if the company is a law firm, at least one of the directors must possess a legal proficiency certificate. The proficiency certificate must be issued by a recognized professional body in Nigeria and must be submitted to the CAC during the registration process.
SPECIAL RESOLUTION
A special resolution is a formal decision of the company’s shareholders on a matter that is of significant importance to the company. Examples of matters that require a special resolution include changes to the company’s M&A, the appointment or removal of a director, or the alteration of the company’s share capital.
FORM CAC 7
Form CAC 7 is an application for the registration of a company’s business name. If the company intends to use a different name for its business, it must register the business name with the CAC. The application for the registration of a business name requires information such as the proposed business name, the nature of the business, the address of the business, and the details of the owner of the business.
TAX IDENTIFICATION NUMBER (TIN)
Every company in Nigeria must obtain a Tax Identification Number (TIN) from the Federal Inland Revenue Service (FIRS). The TIN is a unique identifier that is used by the FIRS to track the company’s tax obligations. Now, companies are usually issued a Tax Identification Number upon registration. The TIN will be written on the Certificate of Incorporation of the company.
BANK VERIFICATION NUMBER (BVN)
The BVN is a unique identifier that is issued to individuals by the Central Bank of Nigeria. It is used to verify the identity of individuals and companies during financial transactions. Every director and shareholder of the company must obtain a BVN at their bank in order to conduct financial transactions with the company’s bank accounts.
CONCLUSION
In conclusion, incorporating a company in Nigeria requires several documents, including the Memorandum and Articles of Association, Form CAC 1.1, Form CAC 1.2, Form CAC 2.1, Form CAC 3, Form CAC 4, identification documents, proficiency certificates, special resolutions, Form CAC 7, Tax Identification Number, and Bank Verification Number. The incorporation process can be completed online through the CAC’s online portal, or it can be done physically by submitting the necessary documents to the CAC’s office. It is important to ensure that all the documents are accurate and complete to avoid delays or rejections in the registration process. Once the company is registered, it can commence operations and take advantage of the numerous business opportunities available in Nigeria.