One of your annual obligation is to file your annual returns with the Corporate Affairs Commission in Nigeria.

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A statutory obligation of all registered entity is to file it's annual returns.

File your annual returns today.

We are CAC’s accredited agent, assisting individuals and entities for Enterprise and Company’s registration in Nigeria. We can be contacted through the below contact details/ 07033097160

Embracing and handling changes in shareholding pattern of a private limited company can help keep pace with the latest industry norms and ensure growth by attracting more capital for the business expansion or entering new verticals or markets.

Taking deeper insights into the responsible factors and procedures for shareholding pattern change can ensure seamless execution of shareholding change thus may result in better business growth.


To be continued.......

Reasons for Change in Shareholding Pattern of Private Limited Company

Several factors may be responsible for considering a change of shareholding in a private limited company. It may include;

Raising of Authorised Capital
Authorised Capital of a company is the limit till which capital can be raised in a company. In case fresh shares are being issued and the authorised capital is already consumed, then first of all, the company has to increase its authorised capital to accommodate fresh allotment / Issue of shares. There is some nominal fee which has to be paid to the central government and stamp duty needs to be paid on the increased share capital of the company.

To be continued........

Allotment of Fresh Shares

In a private limited company shares can be allotted up to 200 persons without seeking any kind of approval from the government. However, the existing shareholders have the first right to such fresh allotment/issue of shares. The shares can be allotted by the board of directors meeting. The return of allotment needs to be filed with the Federal Government of Nigeria.


To be continued.......

Transfer of Shares

Shares can be transferred between two consenting persons. There is a prescribed share transfer form which needs to be filled, and signed by the transferor and transferee in the presence of a witness.

The share transfer form along with the original share certificate must be sent to the registered address of the company for necessary alteration in the register of members and share transfer register. The company shall be issuing fresh share certificates to new shareholder/shareholders.


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Transmission of Shares

Upon the death of a shareholder of the company, the legal heirs are entitled for the transfer of shares in their name. However, in case the shareholder had nominated some other person then that other person is entitled for the shares. The transmission request must be presented to the company along with the court order or will which has been probated in the court.

To be continued......

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Buy-Back of Shares

The company can buy back its own shares from the shareholders against a consideration which should not be less than the valuation of shares. The consideration for such buyback must be paid from free general reserves. Thus, only a profit-making company can buy back its own shares. The consideration amount which has to be paid to the shareholders in a scheme of Buy-Back must be deposited in a separate bank account opened for this purpose only.


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Key Steps Involved in Shareholding Pattern Change

Certain steps need to be followed for the alteration of shareholding pattern. Those include;

Board Approval: Any proposed change to the shareholding pattern requires approvals from the company’s board of directors. A board meeting should be held to discuss and authorize the changes to comply with the company’s strategic objectives and legal obligations.

Share Transfer Agreement: Once the board approves the change in shareholding pattern, a Share Transfer Agreement is executed between the transferring and acquiring shareholders. This agreement outlines the terms and conditions of the share transfer, also including the number of shares to be transferred, consideration, and warranties & representations.

Let's give you an assessment report of your registered business entity. Give us your registered business name or RC/BN number.

Please note the failure to file these annual returns puts your business in red light as you could be denied a contract, business visa application, and even possibility of having your business bank account frozen.

Do you want to carry out a change of name of your registered business name or Private limited Liability company? We are your one stop shop.

Every business, private limited company, and trustee organisation in Nigeria is required to file annual returns on a yearly basis. To do so, they must complete the prescribed form, submit it to the Corporate Affairs Commission (CAC), and include the specified information about their organization as required by the Companies and Allied Matters Act (CAMA). Chapter 16 of the CAMA (2020) makes it a statutory prerequisite for every company in Nigeria to file annual returns every year.

Each calendar year, returns must be filed (i.e. annually). On the other hand, newly incorporated companies need not file returns for the first 18 months post-incorporation, whereas older companies must submit their annual returns no later than 42 days following their annual general meetings.


For more information, Call/WhatsApp 07033097160

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What is CAC letter of good standing?

A letter of good standing or Certificate of Good Standing is issued by the Corporate Affairs Commission (CAC) to a registered entity (business or NGO) to show that it was duly registered, It has complied with all statutory obligations, and is allowed to conduct business or carry on operation in Nigeria.

The Corporate Affairs Commission (CAC) is the one in charge of issuing out a certificate of good standing to companies in Nigeria. Some of the advantages of a Certificate of Good Standing is that you can show it to a foreign investor, apply for loans from banks, show the credibility of the company etc.

You can now apply for a Letter of good standing. Let's be your support/07033097160

What changes would you want to make to your registered business today?

I will send you mine on Monday next week. Regards

happiness440:
Let's give you your Business Status and Cost breakdown of your outstanding Annual returns to date

Give us your registered business name or RC/BN number and we will give you for free a full status appraisal of your registered entity.

This will include a full cost breakdown of your entity outstanding Annual Returns filings to date. Then, you decide how and when to do your filings.

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Boldtouch:
I will send you mine on Monday next week. Regards

Let's give you your Business Status and Cost breakdown of your outstanding Annual returns to date.

Give us your registered business name or RC/BN number and we will give you for free a full status appraisal of your registered entity.

This will include a full cost breakdown of your entity outstanding Annual Returns filings to date. Then, you decide how and when to do your filings.

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HOW TO CLOSE A BUSINESS NAME?

For a business name, the process of ending a business is encapsulated under Section 819 CAMA, 2020. Under the Act, for a business
name that ceases to carry on business, the following processes must be followed:

1. The individual or his representative or partners of the firm must deliver to the Registrar of Business Names, a notice that it has ceased to carry on business. This notice must be delivered to the Registrar within 3 months after the business has ceased to be carried on and if they fail to send the notice to the Commission, they would be liable to a conviction of fine as spelled by the Commission in its regulations.

2. On receipt of the notice above, the Registrar may remove the business name from the register.

3. If the Registrar has reasonable cause to believe that a business name is not carrying on business, he may send a notice to such firm, individual, or corporation.

4. The firm, individual, or corporation (business name) has 2 months to reply to the notice sent by the Registrar and if not sent, the Registrar of Business Names may remove such name from the register.

5. If the Registrar receives a letter confirming that the firm is no longer In business, he may remove the name from the register.

Let's file your annual returns

THE PUBLIC NOTICE of Corporate Affairs Commission's deadline is April, 2024.
IF you do not file your Annual Returns sections 421 (1) & 822 (1) CAMA 2020, your business risks being struck out!

We are CAC Accredited Agent.
Call/WhatsApp 07033097160

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Change Of Objectives

A company may choose to venture or to diversify into new businesses which were not originally in the Memorandum and Article of Association of the company. This will ultimately lead to filing a notice to change or alter its Memorandum and Articles of Association.

Requirements for filing notice of alteration of Memorandum and Articles of Association include the following:

Special resolution for alteration of Memorandum and Articles of Association signed by a director and secretary or 2 directors and stating the altered clauses and or articles.

Duly stamped Memorandum and Articles of Association marked “as Altered” and reflecting the altered clauses and or articles.

Updated annual returns filing

Payment of fees

Let's file your annual returns. Updated annual returns is crucial to the success of your business venture.

File your annual returns.

Change Of Name

An existing company may voluntarily decide to change its name. It could be to enhance its goodwill or as a result of a change of ownership or a merger/acquisition. It could also be compulsorily. A Company may be directed by the CAC to compulsorily change its Name under the following circumstances:

Inadvertent registration of a new Company with the name of an already existing Company or one so nearly resembling it as to be likely to deceive.
Later discovery that the Company’s name conflicts with an existing trade mark or business name registered in Nigeria without the consent of the owner of the trade mark.
After a successful passing off Action, the Court can direct the newly registered Company to change its name.

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If your certificate of incorporation or memorandum of association is missing,you have good news. CAC has made digital submission available to retrieve these documents through the post Incorporation portal for certificate of incorporation and CTC for Memorandum of Association.
So, if you have misplaced your certificate or documents of registration, all you need do ask for a new certified True Copies called CTC.

Thank you and have a nice day.

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