₦airaland Forum

18th

17th

16th

Business partnership needed.

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6th

5th

INCREASE IN SHARE CAPITAL
Requirements for filing of notice of increase in authorized share capital include the following:
 Resolution for increase in share capital signed by a director and secretary or 2 directors
 Duly stamped form for notice of increase in authorized share capital
 Updated annual returns filing
 Updated section 553, CAMA filing where applicable
 Payment of fees

NOTE:
i. Notice of increase in share capital shall be filed with the Commission within 15 days of
passing the resolution
ii. Increase in authorized share capital shall not take effect unless the directors deliver to
the Commission within 6 months of filing the notice of increase, a statutory declaration
that not less than 25% of the share capital (including the increase) has been issued.
iii. Where ii above is not complied with, the increase shall have no effect and the company
shall be required to file a new notice of increase in share capital.

REDUCTION IN SHARE CAPITAL
Requirements for filing of notice of reduction of authorized share capital include the following:
 Special resolution for reduction in share capital signed by a director and secretary or 2
directors and stating the mode of reduction
 Certified true copy of Court order sanctioning the reduction of share capital
 Applicant must fully comply with sections 106 & 107 of the CAMA and the following.
i. amount of share capital
ii. number of shares into which share capital is divided
iii. amount of each share
iv. amount (if any) deemed paid on each share at date of registration
v. duly stamped Memorandum and Articles of Association reflecting reduced
share capital
vi. updated annual returns filing
vii. updated section 553, CAMA filing where applicable (in case of Microfinance
Banks, compliance with section 553 became payable from 2004)
viii. payment of fees
NOTE: Notice of reduction in share capital shall be filed with the Commission within 15 days of
the court order confirming the reduction.

ALTERATION OF 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
 Updated section 553, CAMA filing where applicable (in case of Microfinance Banks,
compliance with section 553 became payable from 2004)
 Payment of fees

NOTES:
i. Notice of alteration in the provisions of memorandum of association must be filed with the
Commission within 15 days except notice of alteration in the business or object of the
company which must be filed with the Commission within 15 days after the 28 days
limited for application to court for cancellation of the alteration
ii. Subscribers’ column in the Memorandum and Articles of Association must not be altered

MEMORANDUM OF PLEDGE OR HYPOTHECATION
Requirements for filing of notice of pledge or hypothecation include the following:
 Duly stamped memorandum of pledge or hypothecation
 Payment of fees
NOTE:
Notice of hypothecation or pledge shall be filed with the Commission within 14 days of the
memorandum of pledge or hypothecation.

CHARGES
Requirements for filing of notice of charge on a company’s property or undertaking include the
following:
 Duly stamped and sealed deed with counterpart copy
 Duly completed form for notice of charge
 Court order where applicable (section 205 of the CAMA for late filing of mortgage)
 Photocopy of previous registered deed in case of deed of upstamping
 Payment of fees
NOTES:
i. Notice of a charge shall be filed with the Commission within 90 days of the creation of the
charge
ii. In the case of mortgage , evidence of application for Governor’s consent duly submitted
to the appropriate authority must be disclosed.

DEED OF RELEASE OR SATISFACTION OF CHARGE
Requirements for filing notice of deed of release or satisfaction of charge include the following:
 Duly stamped deed of release
 Duly completed form for satisfaction of charge
 Payment of fees
NOTE:
Notice of release or satisfaction of a charge shall be filed with the Commission within 14 days of
the release or satisfaction.

APPOINTMENT OF RECEIVER/MANAGER
Requirement for filing of notice of appointment of Receiver/Manager include the following:
1. In the case of an appointment by the court –
 Certified true copy of court order appointing Receiver/Manager delivered to the
Commission within 7 days of the order
 Copy of summary of statement received from the company and or comment thereon
where Receiver/Manager is appointed on behalf of holders of debenture secured by
floating charge
2. In the case of appointment under power contained in any instrument –
 Duly stamped deed of appointment
 Notice of appointment
 Payment of fees

DISCHARGE OF RECEIVER/MANAGER
Requirements for filing notice of discharge of Receiver/Manager include the following:
 Duly stamped deed of discharge
 Notice of discharge as Receiver/Manager
 Payment of fees

CESSATION TO ACT AS RECEIVER/MANAGER
Requirements for filing of cessation to act as Receiver/Manager include the following:
 Notice of cessation to act by Receiver/Manager
 Abstract of the aggregate amount of Receiver/Manager’s receipts and payments during
all the relevant periods between the date of his appointment and the date of his cessation
to act
 Payment of fees

RE-REGISTRATION OF PRIVATE COMPANY LIMITED BY SHARES AS PUBLIC COMPANY
Requirements for re-registration of private company limited by shares as public company
include the following:
 Evidence of name reservation
 Special resolution for re-registration signed by a director and secretary or 2 directors
 Application for re-registration
 Duly stamped copy of Memorandum and Articles of Association as altered in pursuance
of the resolution
 Written statement certified on oath by the directors and secretary that the paid up capital
of the company at date of the resolution is not less than 25% of the authorized share
capital of the company
 Copy of balance sheet of the company as at date of resolution or the preceding six
months, whichever is later
 Statutory declaration by a director and the secretary that the required special resolution
has been passed and that the company’s net assets are not less than the aggregate of
the paid up share capital and undistributable reserves
 Copy of prospectus or statement in lieu of prospectus delivered to Securities and
Exchange Commission within the 12 months preceding the date of the resolution
 Updated annual returns filing
 Updated section 553, CAMA filing where applicable (in case of Microfinance Banks,
compliance with section 553 became payable from 2004)
 Payment of fees
NOTES:
i. The special resolution must state that the company be re-registered as a public
company and that such alterations be made in the Memorandum and Articles of
Association as are necessary to bring it in conformity with the requirements of CAMA
with respect to a public company
ii. A company shall not be re-registered as a public company if it has previously been reregistered
as an unlimited company
iii. Notice of the special resolution must be filed with the Commission within 15 days after
the passing of the special resolution.

RE-REGISRATION OF PRIVATE COMPANY LIMITED BY SHARES AS UNLIMITED
COMPANY
Requirements for re-registration of a company limited by shares as unlimited company shall
include the following:
 Evidence of name reservation
 Application for re-registration signed by a director and secretary
 Form of assent duly signed by or on behalf of all the members of the company
 Statutory declaration by the directors of the company that –
I. Persons by whom or on whose behalf the form of assent is subscribed constitute
the whole membership of the company, and
II. The directors have taken all reasonable steps to satisfy themselves that each
person who subscribed to it on behalf of a member was lawfully empowered to do
so
 Duly stamped copy of Memorandum and Articles of Association incorporating the
alterations set out in the application
 Updated annual returns filing
 Updated section 553, CAMA filing where applicable
 Payment of fees

NOTES:
I. The application for re-registration must set out such alterations in the Memorandum
and Articles of Association required to conform with the Memorandum and Articles of
Association for an unlimited company
II. A company shall not be re-registered as unlimited if it had previously been reregistered
ads limited by shares from unlimited
III. Notice of the assent for re-registration must be filed with the Commission within 15
days after the making of the assent.

UNLIMITED COMPANY AS COMPANY LIMITED BY SHARES
Requirements for re-registration of an unlimited company as company limited by shares include
the following:
 Evidence of name reservation
 Special resolution for re-registration signed by a director and secretary or 2 directors
 Duly stamped copy of Memorandum and Articles of Association as altered in pursuance
of the resolution
 Application for re-registration signed by a director and secretary
 Updated annual returns filing
 Updated section 553, CAMA filing where applicable (in case of Microfinance Banks,
compliance with section 553 became payable from 2004)
 Payment of fees
NOTES:
I. The special resolution must state that the company be re-registered as a private
company and that such alterations be made in the Memorandum and Articles of
Association as are necessary to bring it in conformity with the requirements of CAMA
with respect to a private company
II. The application for re-registration shall not be made earlier than 28 days after the
passing of the resolution provided no application has been made to Court for
cancellation of the resolution
III. Where an application has been made to Court for cancellation of the resolution, an
application for re-registration shall not be made unless the application to Court has
been withdrawn or an order has been made confirming the resolution and copy of
such order delivered to the Commission

4th

..

CHECKLIST FOR POST REGISTRATION OF BUSINESS NAMES
1. CHANGE OF PROPRIETOR’S NAME PURSUANT TO S.577 CAMA
a. Application letter for change, correction or inclusion of proprietor’s name.
b. Duly Completed form reflecting the altered name.
c. Form CAC BN/1 to be generated and photocopied by the Applicant.
d. Submission of original form issued at the point of registration for cancellation.
e. Evidence of change of name e.g. Marriage certificate, newspaper publication.
f. Affidavit in support of the correction stating the reasons for the change
thereon.
g. Photocopy of means of valid identification of the applicant/ proprietor.
h. Payment of up to date annual returns (if due) with effect from 1993 as the
case may be.
i. Payment of filing fee.

2. REMOVAL OR ADDITION OF PARTNER PURSUANT TO S.577 CAMA
a. Application letter for addition or removal of partner.
b. Duly completed application form reflecting the altered changes i.e. the added
proprietor (s) in case of addition & existing proprietor(s) in the case of
removal.
c. Generate fill and photocopy form CAC/BN/1.
d. Letter of resignation from the partner resigning.
e. Submission of valid means of identification by the applicant.
f. Death Certificate in respect of a partner sought to be removed in the event of
death.
g. Submission of original form for cancellation.
h. Payment of up to date annual returns.
i. Filing fees.

3. APPLICATION FOR CERTIFIED TRUE COPY OF CERTIFICATE AND FORM
CAC/BN/1 PURSUANT TO S.581 OF THE CAMA
a. Application letter for certified true copy of Certificate of registration and form
as the case may be.
b. Affidavit of loss (where applicable) deposed to by a proprietor.
c. Photocopy of means of valid identification of the Applicant/Proprietor.
d. Submission of photocopy form CAC/BN/1 from the applicant record or
generation of another form CAC/BN/1. The information on the newly
generated form CAC/BN/1 must however tally with the Commission’s record.
e. File up to date annual returns.
f. Payment of filing fees for certified true copies of the certificate and CAC/BN/1.

MEMBERSHIP OF COMPANIES
 Minimum of two persons for all types of Companies
 Maximum of 50 persons for Private Companies
 No upper limit for Public Companies

MINIMUM SHARE CAPITAL FOR COMPANIES
 Private Companies - N10,000.00
 Public Companies - N500,000.00
 Note: Minimum share capital for certain businesses are as prescribed by the industry
regulators from time to time.

MINIMUM SHARE SUBSCRIPTION
25% of authorized share capital
RESERVATION OF NAME
60 days reservation period

PROHIBITED NAMES
Any name the Commission considers:
 Capable of misleading as to the nature and extent of its activities
 Undesirable, offensive or contrary to public policy.

RESTRICTED NAMES
Any name that:
 Is identical with or similar to the name of a registered company unless the registered
company is in the course of dissolution and consents in writing
 Contains the words “Chamber of Commerce” unless it is a company limited by guarantee
 Would violate any existing trade mark or business name unless with the consent of the
trade mark or business name owner
 Would violate any incorporated trustee unless with consent of the trustees.

CONSENT OF THE COMMISSION
Names that contain any of the following words:
 Federal, National, Regional or State Government or suggest patronage of Federal or
State Government, Ministry or Department
 Municipal or Chartered or suggest connection with any municipality or other local
authority
 Co-operative or Building Society
 Group or Holding
 Any word suggesting temporary business arrangement, e.g. consortium

.

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Incorporated Trustees Timelines

S/N SERVICE TIMELINE
1 Reservation of Name Same day for all requests submitted before 5.05pm
2 Incorporation of trustees Twenty four (24) Hours
3 Filing of notice of change of name Twenty Four (24) Hours
4 Filing of notice of change in trustees Twenty Four (24) Hours
5 Filing of notice of amendment of constitution Twenty Four (24) Hours
6 Filing of annual return Twenty Four (24) Hours
7 Filing of notice of court order for dissolution of incorporated trustees Twenty Four (24) Hours
8 Filing of other documents (miscellaneous) Twenty Four (24) Hours
9 Search on incorporated trustees file Twenty four (24) Hours
10 Certified true copy of certificate of incorporation Twenty four (24) Hours
11 Certified true copy of constitution Twenty four (24) Hours
12 Certified true copy of incorporation form Twenty four (24) Hours
13 Certified true copies of other documents Twenty four (24) Hours

NOTE:Please note that 24 hour service delivery period for post incorporation activities applies to filings made in the Head Office only.

24 HOURS PRE-REGISTRATION SERVICES
The Corporate Affairs Commission (CAC) wishes to remind its esteemed customers and the general public of the significant improvement in the cycle time for processing new applications for registration.
Accordingly, all new applications for registration are concluded within 24 Hours except applications that have been queried for non-compliance with laid down requirements. To eliminate incidence of queries, our valued customers and the general public are advised to carefully go through the Registration Guidelines/Check Lists available on the Commission’s website: www.cac.gov.ng
Furthermore, our valued customers and the general public are advised to check their mails and Status Page on the Commission`s Portal for result of all their applications.

Signed:
MANAGEMENT

Distance, no longer a barrier to business registration.

Who has a contact in Cameroon?

.

Happy Children day, Nigeria

Happy Children day, Nigeria

NEWS!! NEWS!!

The Corporate Affairs Commission (CAC) wishes to inform its esteemed customers and the general public of the significant improvement in the cycle of pre-registration applications especially with respect to Name Reservation/Availability. Consequently, results of name reservation applications now come out within six (6) hours upon submission.
As a result, our valued customers and the general public are advised to check their mails and portals promptly for result of their Name Reservation applications six (6) hours after submission.

Signed:
MANAGEMENT

.

Where are the Cameroonians in the house? Who has a link in Cameroon?

.

I am in need of someone who reside in Cameroon who can undertake a company registration process on our behalf on a profitable business relationship that will also benefit you.

Requirement

Resident in Cameroon
Trustworthy

You can whatapp or reach me on 07033097160

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PUBLIC NOTICE – REMOVAL OF THE REQUIREMENT FOR PROFICIENCY CERTIFICATE
In furtherance to its reform initiatives, the Corporate Affairs Commission has reviewed its Checklist and Guidelines. The Commission has also removed the requirement for Proficiency Certificate.

Under the new arrangement, members of the public do not have to submit Proficiency Certificate to the Commission for registration of Companies, Business Names and Incorporated Trustee.

This notice supercedes the earlier notice.

The Commission remains committed to reviewing its processes to enhance service delivery.

CAC… Committed to prompt and efficient service



Signed

Management

19/4/2018

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10 ADVANTAGES AND BENEFITS OF ESTABLISHING AN NGO

If you are currently running an organization that is unregistered with the Corporate Affairs Commission, or you are an individual or group with interest in the advancement of a political, educational, religious, literary, scientific, social/cultural development, sporting or charitable causes, or you may be looking to establish a Non-Governmental Organization (NGO). Here are the advantages and benefits you or your group will derive from registering your organization under Part “C” of the Companies and Allied Matter Act, Cap C20 Laws of the Federation 2010.

The NGO becomes a Corporate Body. As a corporate body, the NGO dealings and engagement with the members of the public and the society will improve. The NGO can sue or be sued through its incorporated trustees to enforce its legal rights.

Structured Financial Plan. Having an NGO can afford you a tax-free mechanism for the businesses you are transacting under the NGO. NGOs are deemed not-for-profit and therefore their activities are tax exempted. You can develop a structured financial plan using your NGO and doing business devoid of tax liabilities. This is called “tax avoidance”. Tax avoidance is a legitimate way of reducing or eliminating your tax obligation. It is NOT “tax evasion” which is criminal!

Having an Enhanced Corporate Image. The public will perceive your NGO as being stable than an unregistered NGO. Political parties, government, donor agencies, financial institutions, charity organizations and other NGOs will only want to partner with your NGO to further common objectives if your NGO is registered.

The NGO becomes entitled to buy land, own fixed assets and incur liabilities under its common seal. It is illegal for an unregistered organization including an unregistered NGO to buy, hold or sell land anywhere in Nigeria.

Protection from Personal Liability. You can buy, acquire and register your financial stakes and assets in the name of your NGO. This is a very smart way of protecting yourself from unlimited liability for bankruptcy, foreclosure, judgement debt, or divorce proceedings in future. Your assets and property registered in the name of your NGO can never be targeted or attached for the satisfaction of any debts you have incurred or be used for the settlement of your estranged wife or husband after a bitter divorce proceeding. You are better off outsmarting an ugly occurrence in future than be sorry!

Perpetual Succession. This means your NGO has an unlimited life span and will continue to exist even if the founder or trustees die or leave the NGO. An NGO’s existence will only cease if it is formally wound up by the Order of Court. Amongst other benefits, this allows your organization to outlive you and even generations to come.

Registering your NGO can afford you access to credit from official lenders and financial institutions. You can use a loan facility to finance a mortgage, purchase land or fixed assets, promote the activities of your NGO, or fund the NGO operations. Banks will want to see proof that your NGO is registered with the CAC as condition precedent to giving loan.

Once your NGO is registered, the name is protected. Nobody can use the same name or even a name that is similar to that of your NGO throughout Nigeria. This has the benefit of legally protecting your image and NGO name from unauthorized use.

Responsible Leadership. The registration of your NGO can suggest that your NGO has an effective and responsible leadership in place.

Ability to open and operate a bank account in the NGO name. Operating an NGO bank account is an important asset to your NGO because it is one of the clearest signs that you are transparent. Some private persons, government, donor agencies and other NGOs will not be comfortable writing you a cheque for your NGO in your own personal name. But the NGO bank account shows everyone that your NGO is official and you are ready to begin to obtain financial support and receive monetary donations. You need to provide proof that your NGO is registered with the Corporate Affairs Commission to open a corporate bank account.