Having directly overseen the formation of more than 250 businesses over more than half a decade, I can say I have seen it all when it comes to dealing with issues of company formation in Nigeria.

In a series of post, I shall be put together questions and answers that will guide the prospective investor, business owner and stakeholders in the business world.

Enjoy.
 
Q1: What is a business name and why is it so important?
A business name is the name which a business trades under for commercial purposes. A business does not actually begin by formulating a business plan or opening a bank account. It starts from choosing a name. There is more to business name than just identity. A good business name is an advertising tool. Many large companies even hire expensive consultants to help them name their businesses, products and services.
 
Q2: I have this business name that I love so much, and I want to start a business under that name. Can I proceed immediately?
No. I think the next thing after you must have done a feasibility study on the business itself is to get the business name registered at the Corporate Affairs Commission (CAC).
 
Q3: What do you mean by Corporate Affairs Commission?
Registration of business in Nigeria is the exclusive responsibility of the Corporate Affairs Commission, also known as CAC; which has its head office in Abuja, and branches in most states of the federation. The CAC is the federal government agency responsible for registration of all companies.
 
Q4: But I was told that the cost of registering/incorporating a company is expensive. Can't I go on with the business then register the name later?
My candid advice is No! Having your business registered definitely confers some credibility on it, given that it then acquires an identity. In many important business activities or relationships you may want to get involved in, details of your business registration will be required. You do not have to wait for such occasions before getting your business into the register of companies - you may miss an important opportunity just for that omission.
 
Q5: Is that all?
No. Using a business name similar or identical to that of a registered business name can land you into problems, including legal issues. Besides, if you have succeeded in doing business for several years under a name which has not been registered, that does not confer ownership of such business name on you. The CAC has to approve the availability of such a business name before you can proceed to file an application to get the name registered.
 
Q6: Does that mean I may forfeit a business name that I have been trading under and has become so popular in the marketplace just because I didn't register it at first?
 Yes. Due to your negligence, someone somewhere might have registered that name or a similar one. This means you will lose all the goodwill that name garnered over the years. Do you see that this situation is more expensive?
 
Q7: I understand that the Corporate Affairs Commission rejects registration of some business names. What are the likely reasons for such actions?
Good question! Officials at the CAC use their discretion in approving a business name submitted for search. Business names may be disapproved if such names existed or are similar to the ones on their database. At times, business names are disapproved due to their vague nature. Consider someone who submitted LAW FIRM as a business name!? More so, objects such as INSTITUTION, FOUNDATION and MINISTRY are not likely to be approved as a business name, except when such objects are used for registration of incorporated companies/trustees.
 
Q8: What difference exists between a business name and incorporation of company or trustee?
To start a business, you need to decide on a business name. You also need to choose a business format under which to operate. You need to know the requirements relating to membership of the company, ownership, etc to enable you make decisions you will remain happy with. The routine processes of registration can then be carried out on your behalf by an accredited professional.
 
Q9: Do you mean business names, companies, and trustees are formats?
Yes. It may be called business structures too. You will need to talk to an expert concerning this. However, let me give you a little of what you should know.
 
Three major classes of registration are available under the relevant law (the Companies and Allied Matters Act of 1990):
 
Registration of Business Names: This applies to sole proprietorships and partnerships. It is the simplest form of business structure. It is the one-man business, owned by a single person and called ‘enterprise' in the local parlance. The partnership applies to a business where two or more persons agree to jointly own and carry on the business. Given the fairly complex nature of partnerships, it is best to seek the services of experts to assist with the details.
 
Q10: What about incorporation of companies and trustees?
Incorporation of companies is the second class of registration available under this Act. Incorporation recognizes the business as a unique entity, separate from the owners, with statutory powers to own property and sue or be sued. There is thus the concept of limited liability, implying that the individual owner's (shareholder's) liability relating to the business is limited to the amount of his share subscription.
 
The third class under this Act is the Registration of Incorporated Trustee. This applies to public institutions and associations, operated by a Board of Trustees. This category includes: NGOs, churches, clubs, trade associations, political and civil groups etc.
 
Q11: Can an ‘enterprise' (business name) be used to carry on all kinds of business?
 
A: No. The choice of which structure to adopt will depend on the nature of the business, the ownership and evaluation of the benefits, and the pitfalls of each format.
 
Q12: Why do some people prefer to incorporate a limited liability company?
 
A: Limited liability companies have grown to become so popular among business owners due to the following reasons:
 
(I) There is limited liability for individual shareholder. This means that the personal assets of the directors and shareholders are protected in the event of the company winding up as long as the company is operated legally.
 
(II) The standing of the business is enhanced before financial institutions and other parties it does business with. Limited status also provides a certain level of confidence in the business from both suppliers and customers.
 
(III) It has a better access to credit and on even better terms.
 
(IV) The business is distinct from individual owners; the death of a member does not dissolve the company.
 
Q13: Can I handle the registration procedures myself?
Yes. But the challenge here is that you may receive many queries from the officials at the CAC if you don't comply with certain rules. Though it is cheaper to do the registration yourself, hiring the services of accredited professionals does pay in the long run. However, the CAC specifically requires that only accredited parties carry out the actual registration processing for incorporation of companies. The accredited professional you choose for the registration process should also be able to provide further advice. As a trained practitioner, he is also familiar with the registration requirements for each business format and processing procedure. However, with the new Company Regulation (with effect from January 1, 2013), the first director/subscriber can carry on registration process.
 
Q14: Now, how long does it take to get my business registered and receive a certificate?
The duration depends on the business format you are considering. Applications for registration of business names are usually processed at the zonal office where you submitted an application to be registered. However, applications for incorporation of companies/trustees are usually forwarded to Abuja for processing. This may take more time.
 
In either case, the duration also depends on how soon the Name Availability result is released.  Name search may take 3-5 days; and the issuance of business name certificates may take 7-21 days depending on the business format.
 
Q15: How much does it cost to have my business name registered with the Corporate Affairs Commission?
The fees depend on the accredited agent and how he bonds with you with his professional fees.
 
Q16: Do you mean having my business name or company registered with the CAC confers special rights or privileges or licenses to carry on my line of business?
No. Registration of any business name under the Companies and Allied Matters Act only confers on the proprietor or partners thereof of the right to carry on such business under a business name, that is, a name other than their own surname or surnames without any addition other than their forenames or Names or the initial of such forename or names. It does not confer any special right or privileges or any license to carry on the business itself.
 
Q17: Do you mean certain businesses require licenses, educational certificates or accreditation from an authorized body before venturing into them?
Yes. Before you register a company that requires a lot of technical and financial input, the CAC has devised new means of screening out touts and quacks from proclaiming to be ‘professionals' in a field that requires extreme expertise. Hence, it is required that you provide educational certificates, belong to a relevant professional body, and or must have gained several years of hands-on experience.
 
Businesses that fall into this category may include: Advertising/Public Relations, Alternative Medical Practice, Architects/Town Planners, Chartered Secretaries, General Tax Consultants, Hospital/Clinics, Building/Civil Engineers/Contractors, Food Products/Processing, Legal Practice & Consultancy, Human Resource Management, Schools etc.
 
Q18: How many directors can form a Private Limited Liability Company?
 Unlike a business name (sole proprietorship) that can be formed by only 1 person, a private limited liability company can be incorporated by 2-50 persons called directors or shareholders.
 
Q19: What does an Authorized Share Capital mean and why is it common to register a 1 million share capital?
The issue of Authorized Share Capital raises the question of how strong the company is and the worth of the company in monetary terms. Shares mean the amount of rights you own in a company. The minimum share capital we register is 1 million because if you register any less, you still pay the same cost of registration. Besides, a 1 million share capital is only nominal, and you don’t need to have 1 million naira in the bank before you incorporate a 1 million share capital company. If you own 500,000 worth of shares in a 1 million share capital company, it means you own 50% of the company.
 
There are some companies that the CAC statutorily specifies for a higher minimum share capital when registering them – Banks, Insurance Companies, Travel Agencies, Broking firms, Security Agencies, Registrars, Bureau de’ Change, Forex Companies, etc.
 
 Authorized share capital is also referred to, at times, as registered capital. It is the total of the share capital which a limited company is allowed (authorized) to issue. It presents the upper boundary for the actually issued share capital.
 
Q20. What are the statutorily requirements for forming a private limited company in Nigeria?
A private limited liability company can be formed by 2-50 members (known as directors). They must not be people: of sound mind, declared bankrupt, less than 18 years of age, of fraudulent characters.
 
Q21: Why is the C.T.C so important?
The advantages of this is that with the CTC, you can present it to any company to inspect its objects for business, to help conduct businesses with banks, tender it for auctions, or government contracts, etc, when these big corporate institutions need them. If you don't have a CTC, you will force the company to do a search on your company at the CAC. Which means you will be billed for that search by the corporation. So, imagine how many times you will be shelling out money for company searches?
 
Q22: Do I get a CTC for a business name (Sole Proprietorship/Partnership)?
Yes. But it's quite different from that of incorporated companies/trustees.
 
Q23: I don’t have a permanent business address yet. I operate my business from home. Can I use my residential address as my business address?
Yes, you can. Then you can request for a change of address when you move to new location.
 
Q24: I quite understand why it is so important to register a business name or incorporate a company/trustee. It's in my best interest, isn't it?
Certainly! Imagine your organization being recognized, favoured and approved of by your target market/audience, government agencies, international organizations, financial institutions, or even your local community - just because you are duly registered with the Corporate Affairs Commission of the Federal Republic of Nigeria! The importance of your organization's certification with the nation's registrar of companies/trustee cannot be over-emphasized.
 
 Do you have a question that is not listed above? Please, drop a question here.

Q25. I want to “upgrade” my existing business name to a private limited liability company, and retain the name. What are the steps to be taken?
Ans. To incorporate a Company out of an existing business name, the following steps must be taken:
1. Ensure that the existing business name has complied with the statutory annual returns filing (to date). For those that do not know, Business Names are required to submit details of their annual accounts to the CAC;
2. Apply for Business Name Cessation (a Letter from the Registrar General, stating that the business name cease to operate, will be given to , will be issued to you);
3. Submit a Company Name search for your preferred names. Usually, the names will be a resemblance of your previous business name. For example, if your business name was “Adaobi Media”, you may want to present “Adaobi Media Limited” as your preferred company name.
4. Once your company name has been approved, then you can proceed to incorporate the company.

Q26. Does the Corporate Affairs Commission receive tax remittances for Company Income Taxes, Value Added Taxes, and other type of taxes?
Ans. No. You are only required to submit a copy of your company’s audited account to the CAC.
There are three tiers of tax collecting agencies in Nigeria – The Federal Inland Revenue Service (FIRS), various states board of Inland Revenue, and the Local Governments. The type of business structure you operate and your nature of business will determine what type of tax required of your business to pay. The basics, however, are Company Income Tax, VAT, Education Tax, Petroleum Tax, Technology Tax, Direct Assessment, and Personal Income Tax.
PIT and VAT are usually only paid by entrepreneurs who operate a business name. You will need to speak to your adviser about what type of tax is peculiar to your business structure.

Q27. I have just started the incorporation process and one of my preferred company names have been approved, but I want to slightly change the approved company name. How do I go about this?
Ans. If the initially approved named was “Mango Park Resort Limited”, but you want “Mango Park & Resort Limited”, you can take the approval notice to the CAC requesting that they delete the initially approved company name from their database and re-enter your new choice. You have a better chance of having “Mango Park & Resort Limited” approved for you. Otherwise, you can wait till the expiration of the 60 days validity to resubmit your new preference. But there isn’t a guarantee that your new name will be approved.

Q28. I want to register “Grage Schools”, but I was told the CAC is requesting my educational certificates to be able to register a school. How true is this?
Ans. Yes, to be able to register or incorporate certain nature of businesses, the CAC will request you provide a certificate of proficiency in the area(s) of business(es). For be able to operate a nursery and primary school, the owners must possess at least a NCE or any equivalent certificate. But for a Secondary School, the owner must possess at least a B.Ed.

Q29. I would like to know if I can add “company” as a suffix to a Business Name.
Ans. Yes, you can add the suffix “Company” to a business name. In addition, the following suffixes are suitable also: Ventures, Enterprise, Concept, Digital, International, Media, Zone, and many more.

Q30. Please, what is the difference between an Enterprise and a Venture?
Ans. The only difference is nomenclature. In the Nigerian context, they mean the same. Both are referred to as Business Name.

Thanks for this informative post

Thanks for the post. I have a question.
I have misplaced my CAC business name certificate and I need use of it urgently.
Is it possible to get one reprinted by the CAC and if yes, what would the charges be?
Thanks

bukyne:
Thanks for the post. I have a question.
I have misplaced my CAC business name certificate and I need use of it urgently.
Is it possible to get one reprinted by the CAC and if yes, what would the charges be?
Thanks

Yes, the CAC can issue you a replacement upon meeting the statutory Annual Returns filing requirement (in case your business is yet to comply up to date).

As for charges, I don't discuss fees and charges here. (but I have replied your email as regards fees).

PS: we assist local and foreign investors and entrepreneurs to form companies in, and relocate expatriates to Nigeria and other African countries.

Phone: Zero Seven Zero Six Three Nine Five Six Nine One One.

Click on my profile or check my signature for more contact details.

How much will a incorporated company registration cost
Slimjosh43@gmail.com

How much will a incorporated company registration cost
Slimjosh43@gmail.com and its requirements. Thanks

slimjosh43:
How much will a incorporated company registration cost
Slimjosh43@gmail.com and its requirements. Thanks

REQUIREMENT
Please, find below the requirements for incorporating a new Private Limited Company in Nigeria.

1. The Proposed Company Names to be submitted at the CAC for approval:
Option 1-
Option 2-

2. Full Names, Residential Address, Signature and Designation of Shareholders and Directors of the company. Minimum of 2 shareholders and 2 directors. The shareholders can double as shareholders too. The directors must not be less than 18 years of age. However, any of the shareholders can be your 2 year old (as long as there is a valid ID).

3. Name, Address, email address and phone number and Signature of the Company Secretary.

4. Address of the Proposed Company.

5. Core areas of the company's business activities (Nature of business). If you engage in specialist services (Hospital, Consultancy, Schools, Media & Advertising, etc), you'll need to provide a scanned copy of your professional proficiency document. E.g. Certificate of membership of a professional body/trade association, Academic Certificate, or both.

6. A scanned copy of Identification document (e.g. National ID card, Data Page of your National Passport, Permanent Voter's Card or Driver's License) for all the shareholders/directors in the formation document. Data page of National passport is acceptable for foreign partners.

7. The amount of the company's capitalization and how it will be shared among the shareholders. (E.g. N1,000,000 share capital). If there are 2 persons that formed the company, they could share it 50% each.

8. A copy of Memorandum of Understanding and Articles of Association (usually drafted by a professional).

As for fees, while I may not be able to discuss fees for every type of service inquired by Nairalanders on this thread, I think it is wisdom to just state here that our agency charge N70,000 for a N1m share capital company.

REQUIREMENT FOR FOREIGNERS & PARTNERSHIP WITH NIGERIA.

It is pertinent to state that Company and Allied Matters Act permits a non-Nigerian to wholly-own a Nigerian company, except in certain specific areas.

In addition to the requirement stated above, the minimum share capital for a foreign-owned Nigerian company is N10,000,000. That is, your incorporation document must read N10m.

One of the immigration requirements for applying for Expatriate Quota (for example) is: the applying company must incorporate at least N10m share capital company.

One question that expatriates often ask me is: Are we suppose to show the government N10m in cash or in bank balance?" My answer is NO. You are not required to have N10m either. I often refer this to "administrative paperwork". However, whatever it is, the general law is that 25% must be paid up (in cash or equipment).

Another factor that determines what the share capital of your company should be (whether a local or foreign-owned company), is the regulation set up by the industry wherein your business nature falls. Nature of businesses that require more than N1m share capital to setup includes but not limited to: Security Company, Travel Agency, Fund Management/Financial Institutions, etc. You will need to clarify with your advisor on your exact business nature.

In addition to requirements for Foreign-owned Nigeria company setup, the below checklist will serve as a guide:
• Incorporation of Company
• Tax Registration
• Business Permit, Expatriate Quota Status, and Registration with the Nigeria Investment and Promotion Commission (NIPC)
• Certificate of Capital Importation (this singular requirement is crucial for repatriation of profit to home country)
• STR Visa, Work/Resident Permit (for companies considering employing non-Nigerians). Also note: as a non-Nigerian, you cannot be a signatory to a bank account in Nigeria if you don't have either a work permit or a resident permit (even if you own the company).

There could be additional other requirements depending on your proposed company's nature of business (e.g. In the oil and gas sector, you must register with DPR and NIPEX before you can conduct business).

I can't possibly cover all aspects of Nigeria Company Formation for Non-Nigerians in just one post. If you are a proposed non-Nigerian investor and you have questions, please don't hesitate.

suyamasta:
Thanks for this informative post

Thank you.

OPENING A BUSINESS BANK ACCOUNT IN NIGERIA

As a company formation specialist, my work is never complete without assisting clients with providing them with what they need to know about setting up a bank account in Nigeria (especially non-Nigerians).

So, to spice up this thread, I will reel out the basic requirements for opening a bank account for a private limited liability company in Nigeria. Without these requirements, you might not be able to have a bank account for your business.

Having examined the account opening packages of a number of these money deposit banks, the following required documentation is common to them:

1. A duly completed Account Opening Form: The account opening form consists of a series of questionnaires aimed at collecting important and private information about an intending bank customer – the company and the promoters of the company. It is similar to the Know-Your-Customer. In this document, the customer is expected to provide information ranging from the name of the corporate applicant, registered address, details of directors, next of kin, to standing instruction.

2. Certificate of Incorporation: The Certificate of Incorporation is a legal document which represents an evidence of registration at the Corporate Affairs Commission. Usually printed on a special paper, the Certificate of Incorporation consists of details such as the company’s RC Number, the Name of the Company, the date of Incorporation, the Certificate’s serial number, authenticity features, and the Registrar General’s signature.

3. Certified True Copies of the Memorandum and Articles of Association: The Memorandum and Articles of Association is a document that spells out the objectives of the company and a statement made by each subscriber confirming their intention to form a company and become a member of that company. The MEMART as it is commonly called, is the legal document that governs the company and the outside.

4. Certified True Copies of: Form Co2 (Details of Shareholding & Allotment); Form Co7 (Particulars of Directors) and Form 2.1 (Particulars of Company Secretary): The importance of these forms is that they consist of information about the company and its directors such as you have submitted to the Corporate Affairs Commission. Hence, they must be a Certified True Copy of the exact documentation in CAC’s custody. Apart from Form Co2 & Co7, banks now request a copy of Form 2.1 where the company secretary is stated.

5. Board Resolution: Nigerian banks will usually request you provide an extract of meeting where the bank was unanimously appointed as the company’s preferred banker. Although some banks already have a format of this resolution included in the account opening package given to you, others will request that you present a copy of this on your company’s letterhead, signed by an authorized signatory or by the company’s managing director.

6. Specimen Signature Cards: The specimen signature card is an official copy of your signature that is kept on file and if needed in the future can be used to verify if a signature is genuine.

7. Individual Means of Identification of the Directors/Signatories: Among list of identification document accept in Nigerian banks include the data page of a valid national passport, a valid driver’s license, and a valid national identification card. Some banks may accept a Voter’s Registration Card or a recognized identity card of your employer. However, non-Nigerians are usually requested to provide the data page of their national passport.

8. Two Passport-sized Photographs of each Signatory to the Account: This does not need any further explanation. However, you will do well to ensure that you provide a recent, coloured 2×2 inches (51x51mm) picture.

9. Utility Bill of the Business Address: The banks will request you provide an evidence of your business address in order to check-mate the tendency of a customer giving out fictitious business addresses. Documents usually accepted as an evidence include a recent (not more that 3 months) electricity bill stating clearly the address of your business, water bill and waste disposal bill. In addition, officials of these banks often do a physical confirmation of the business address at an unscheduled time.

10. Power of Attorney (optional): A power of attorney is the power or right you give to an individual or agency to act on your behalf or to represent you or your company at the bank in situations that warrant it. Such circumstances may include collection of statements of account, submission of confidential documents, account balances and subsequent liaison with the bank.

11. Letter of Indemnity (where applicable): A letter of indemnity is a legal document guaranteeing that contractual provisions will be met, otherwise financial reparation will be made. The Letter of Indemnity is usually included in the account opening package so you don’t need to prepare one all by yourself. All you need to do is append your signature to it agreeing to the terms and conditions. However, you might need to study the terms and conditions very well and ask questions from your professional adviser should you have any doubt.

12. Two Independent and Satisfactorily Completed Reference by Corporate Account Holders: You will also be required to provide two independent bank references who will attest to your suitability to operate a corporate bank account. The referees must be a private limited company in Nigeria and operating a bank account for at least 6 months in your preferred bank or other banks in Nigeria. References are often confirmed by banks.

13. Residence/Work Permit (for non-Nigerians): Any foreigner who own a Nigerian company and wish to be a signatory to a corporate account in any Nigerian bank will be required to present a copy of their residence/work permits.

14. SCULM Registration (where applicable): The SCULM is an abbreviation of the Standard Control Unit against Money Laundering. Banks are required to obtain an evidence of SCULM registration for certain nature of businesses. These nature of businesses include: dealers in jewelleries, luxury goods, professional service providers and consulting firms, hotels & hospitality, vehicle dealers, real estate, construction companies, supermarkets, etc. The SCUML is an arm of the Economic and Financial Crimes Commission and the agency is charged with the responsibility of monitoring, supervising, and regulating activities of Designated Non-Financial Institutions in line with the Money Laundering Prohibition Act 2011.

15. Tax Identification Number: You will also be required to provide the tax identification number issued to your company at the Federal Inland Revenue Service (FIRS).

16. Bank Verification Number (BVN): This is a unique identifier that identifies the customer across all financial institution and it's linked to all bank accounts controlled by you.

17. Initial Deposit: Finally, a specified account opening initial deposit will be required of you to complete this banking process. There is no standard figure placed by these banks. However, initial deposits is known to range from N5,000 ($25) to as high as N250,000 ($1256) depending on the bank in question and the branch location. It is worthy of mention that the quality of a bank is not linked to the amount requested as initial deposits. Certain charges are usually also deducted from the initial deposits such as issuance of cheque book, company search at the Corporate Affairs Commission, Internet Banking Token, etc.

Once all these requirements have been presented by you, the bank account will be opened in 2 to 3 days or at most 1 week after all the documents have been duly verified by the bank.

(c) Article. All rights Reserved. Ayokunle Bankole (MyIncorp)

What are the requirements for registering an Alumni association?

ekkywolex:
What are the requirements for registering an Alumni association?

Alumni association falls under Incorporated Trustee. The requirements are:

1. Availability and Reservation of Name
2. Procurement of Application form
3. Publication of Notices in two newspapers - 1 national daily and 1 daily local newspapers widely circulating where association is based; stating the name of the association, the trustees and calling for objection to the registration of the association.
4. Submission of duly completed typed application form should accompany the following:
a. A formal letter of application duly signed by the association's chairman, secretary or applicant's solicitors.
b. The original newspaper publications
c. 2 copies of applicant's constitution
d. Minutes of meeting wherein trustees where appointed, having the list of members present and absent and showing the voting pattern signed by the chairman and secretary to the board.
e. 2 passport photos of trustees.
f. Sworn affidavit by each trustee.
g. Signature, Residential address and Occupation of trustee on the application form
h. The common seal of the association.
I. Payment of fees.

Duration is usually, 6 to 8 weeks.

INCORPORATION/BUSINESS NAME PACKAGE

In the course of discussing with prospective clients, I tend to be asked, "what are the documents the CAC gives once registration of a... is completed?"

ANS:
The incorporation/business name package depends on the type of structure registered.

For example, if you have registered a business name, you should expect 2 documents:
1. The business name certificate; and
2. The Certified True Copy of the Application Form which contains the particulars of the proprietor or partners, amongst other details.

However, if the registration is a Private Limited Liability Company, you should expect the following important documents:
1. The certificate of incorporation;
2. A certified copy of the memorandum and articles of association;
3. A Certified True copy of the following forms:
a. Co7 - particulars of directors
b. Co2 - share allotments and details of shareholders
c. CAC2.1 - appointment of company secretary (this particular form is often omitted because it is often not required by many banks for bank account opening. Zenith Bank is the only bank I know of that insist on providing this form to be able to open a corporate account with them).

Certified copy of other forms such as CAC3 and 4 are usually not applied for (by the agent) unless you specifically request for it. But trust me, you will pay a little extra to receive CTC of these forms.


INCORPORATED TRUSTEES
As I have pointed out previously, incorporated trustees include Clubs, Associations, Religious bodies, Civil Societies, Alumni, and other non-profits.

Upon completion of registration, you should expect:
1. Certificate of Incorporation
2. A CTC of the application form
3. A CTC of the body's Article of Association (which contains the Aims and objects and constitution of the association)
4. An iron embosser (company seal)
5. Copies of the Newspaper Publication.


BUSINESS NAME/INCORPORATION NUMBER
It is not out of place to mention that some business owners do not know where their business name/incorporation number is printed on their certificate.

For Business Names, you will find it printed on the top left corner of the certificate; and it starts with the letters BN followed by the number. This is the Business Name number.

While Companies have RC at the top left side of the certificate (meaning incorporation number).

For Incorporated Trustees, you will see IT (meaning incorporated trustees) followed by the number.

REQUIREMENT FOR REGISTRATION OF A BUSINESS NAME or PARTNERSHIP.

As an introduction, a business name is generally known as an "Enterprise", or "Ventures" or a "one-man" business in the local parlance.

The basic requirements for registering this type of business structure is relatively simple compared to the Company or Incorporated Trustee.

Below are the simple requirements:

1. The Proposed Business Name(s)

2. Business Address

3. Nature of Business. (Some nature of business requires you provide your certificate of proficiency, especially if they are professional in nature or requires high expertise. E.g Accounting, Law, Management, Educational Service, Medical/Lab Sciences, etc).

4. Name of Proprietor (or Partners, in the case of Partnerships. You could have an individual or corporate as a partner).

5. Residential Address(es).

6. Date(s) of Birth

7. Gender

8. 2 Passport-sized photos

9. Signature of Applicants (or initials).

Thanks for these useful information. Please what are the requirements needed for registering a confectionery / event mgt business eg snacks, cake.

Hi,
Very informative and detailed post, I would like to ask two questions;

#1 - Form CAC2.1 - appointment of company secretary:Is the company secretary expected/desired to be of a particular "profile" to qualify for this? I mean does it have to be a professional "secretary" or can I appoint anyone like my spouse/friend?

#2 - Utility Bill of the Business Address (for opening a bank account): Does this utility bill have to be in my name or in the name of any of the directors/shareholders? For example if I plan to use a third party office as biz address (of course with proper consent) then the utility bill may not be in my name, will this be an issue for the bank account opening?

Thanks

megacontrol:
Hi,
Very informative and detailed post, I would like to ask two questions;

#1 - Form CAC2.1 - appointment of company secretary:Is the company secretary expected/desired to be of a particular "profile" to qualify for this? I mean does it have to be a professional "secretary" or can I appoint anyone like my spouse/friend?

#2 - Utility Bill of the Business Address (for opening a bank account): Does this utility bill have to be in my name or in the name of any of the directors/shareholders? For example if I plan to use a third party office as biz address (of course with proper consent) then the utility bill may not be in my name, will this be an issue for the bank account opening?

Thanks

In answering your question, it is important to understand the roles of a company secretary. Having said this, one of the appointed Directors can double as the company secretary also. Yes, and a friend or siblings.

If you accept appointment as a company secretary, you will become an officer of the company, sharing legal responsibilities with the directors for certain tasks required by the Companies Act. It is in everyone’s interest to ensure that you are the right person for the job, and that you get adequate support in doing it.

The company secretary is often also appointed as a director, but does not have to be.

As the company secretary, you are normally appointed by the directors. • In a new company, the company secretary is automatically appointed by being named in the application to register the company. • You need no formal qualifications to act as company secretary to a private company. The requirements are more stringent for public companies. • Whether the company for which you are working is private or public, you must understand your obligations as an officer of the company.

Q#2. The UTILITY BILL does not have to be in your name. But the address must tally with your registered business address (or an address used as your office).

lcoral:
Thanks for these useful information. Please what are the requirements needed for registering a confectionery / event mgt business eg snacks, cake.

You have a choice to register it either as a Business Name or a Private Limited Liability Company. The requirements for each of these structures are already stated up there.

Thanks so much OP for this great work.
Please, I want to know what to do in this situation, I started the process of registering an incorporated Trustee, but couldn't conclude everything before the 60days expiring day. Now the publications have been done on national dailies . kindly advice me what I can do to still retain the approved name. Thanks

meemeee:
Thanks so much OP for this great work.
Please, I want to know what to do in this situation, I started the process of registering an incorporated Trustee, but couldn't conclude everything before the 60days expiring day. Now the publications have been done on national dailies . kindly advice me what I can do to still retain the approved name. Thanks

As registration agents, we face this situation at times; especially when the client has delayed in making payments.

Nonetheless, since the name was initially approved, you will have to re-validate (re-submit) the approved name (and hope it will be approved a second time).

There, however, is no guarantee that the name will be approved again; as another approving officer might see reason the proposed name shouldn't be approved.

My submission is based on a recent experience. In this particular case, the proposed trustee name was approved. But due to delays on the part of the client, we couldn't complete the registration before the end of the grace period. And trust me, publications had been made.

After re-submitting the approved name for a possible approval, the name was denied. According to the CAC, the word "action" which was included in the name wasn't registrable.

We resubmitted the name a number of times, hoping we could be lucky in one of those attempts, but failed.

We had to write the oga patapata for CAC (Registrar General) to lay our complaints and requesting that the proposed name be approved as we had made publications in the dailies due to the initial approval.

Long story short, we were finally denied and reasons for denial was stated. They said the word "action" is political in nature or suggest military.

In situations such as this, you will have to find a new name and publish new notices on the pages of newspapers.

Honestly Op, i must confess that u are loaded in this field.
I would like to 'how do i go about incorporation or registration of Cooperative Society?'

Thanks a lot.

I'll also like to check this with you;

1. To fulfill the minimum of two directors requirement, can I have a non-shareholding director listed? Can someone be a director and not be allotted shares in the LLC?

2. For a director with Nigerian nationality but resident oversees, which is the best address to use - Nigerian or oversees address? This is not so much for the CAC forms but more about the bank account opening, im wondering how the bank will verify oversees address if used.

thanks.

megacontrol:
Thanks a lot.

I'll also like to check this with you;

1. To fulfill the minimum of two directors requirement, can I have a non-shareholding director listed? Can someone be a director and not be allotted shares in the LLC?

2. For a director with Nigerian nationality but resident oversees, which is the best address to use - Nigerian or oversees address? This is not so much for the CAC forms but more about the bank account opening, im wondering how the bank will verify oversees address if used.

thanks.

1. A director may not necessarily hold shares in the company, and vice versa.

2. If a director resides overseas, you can use his/her overseas address - since he resides there.

What you cannot use is an overseas address as your business address.

If the bank is so particular about address verification for an overseas address, the bank could ask the director to provide a notarized copy of his utility bill.

Austin234:
Honestly Op, i must confess that u are loaded in this field.
I would like to 'how do i go about incorporation or registration of Cooperative Society?'

Thanks.
Cooperative Societies are usually registered with the State Governments. Check with the government secretariat office in your state. In Lagos, we have Ministry of Agriculture and Cooperatives.

Thanks for the calls and messages. I hope I was able to proffer solution to your questions? Please, posts your questions here so that other nlders could benefit from the responses.

Hi,

If a limited company is formed with 3 directors listed (1 shareholding + 2 non-shareholding), what would be the procedure to remove (de-list) one of the non-shareholding directors in the future if required.