₦airaland Forum

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THE CONSTITUTION OF AN NGO
PREAMBLE
We, the members of
_______________________________________________________________
a not for-profit and non-political organisation do firmly and solemnly resolve to
provide for ourselves a constitution and to be governed by the provisions therein
contained.

ARTICLE 1: NAME
The name of the Association is ‘INCORPORATED TRUSTEES OF
_________________________________________________________________
_________________

ARTICLE 2: ADDRESS
The Address of the Association shall be:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________

ARTICLE 3: AIMS AND OBJECTIVES
The aims and objectives of the association are:
1. ____________________________________________________________
____________________________________________________________
_______________________________
2. ____________________________________________________________
____________________________________________________________
_______________________________
3. ____________________________________________________________
____________________________________________________________
_______________________________
4. ____________________________________________________________
____________________________________________________________
________________________________
5. ____________________________________________________________
____________________________________________________________
_______________________________

ARTICLE 4: TRUSTEES
(A) The Trustees of
_____________________________________________________ for the
purpose of the Companies and Allied Matters Act no. 1 of 1990, shall be
elected at a General Meeting charged with responsibility of selecting the
Trustees with 2/3 majority votes of members present.
(B) Such Trustees (Hereinafter referred to as, “The Trustees’’) shall not be
less than ______________ and more than ______________ in number.
(C) A Trustee may hold office for _____________ but shall cease to hold
office if he:
a. Resigns his office
b. Ceases to be a member of the registered Trustees of
the body.
c. Becomes insane
d. Is officially declared bankrupt
e. Is convicted of a criminal offence involving dishonesty
by a Court of competent jurisdiction
f. Is recommended for removal from office by a board of
Governors and Trustees majority vote of members
present at any General Meeting of the body
g. Ceases to reside in Nigeria
(D) Upon a vacancy occurring in the number of Trustees a General Meeting
will be held to appoint another eligible member of the Association.

ARTICLE 5: COMMON SEAL
(A) The Trustees shall have a Common seal.
(B) Such Common seal will be kept in the custody of the
______________________ who shall produce it when required for use
by the Trustees.
(C) All documents to be executed by the Trustees shall be signed by such
number of them and sealed with the Common seal.

ARTICLE 6: MEETINGS
6.1. For effective administration of the Association there shall be the following
meetings:
1. ____________________________________________________________
______________
2. ____________________________________________________________
______________
3. ____________________________________________________________
______________
4. ____________________________________________________________
______________
6.2. The quorum for the meetings shall respectively be:
1. ____________________________________________________________
2. ____________________________________________________________
3. ____________________________________________________________
4. ____________________________________________________________

ARTICLE 7: GOVERNING BODY
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
______________

ARTICLE 8: SOURCES OF INCOME
The sources of income for the Association shall include:
1. ____________________________________________________________
2. ____________________________________________________________
3. ____________________________________________________________
4. ____________________________________________________________

ARTICLE 9: DISBURSEMENT AND APPLICATION OF
FUNDS
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________

ARTICLE 10: KEEPING OF ACCOUNT
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
The Association shall ensure the accurate keeping of record of all income and
expenditure

ARTICLE 11: APPOINTMENT OF AUDITOR(S)
1. Independent qualified and licenced Auditors shall be appointed by the
general meeting to audit the financial records of the Association annually
and submit an audited report to the Annual General Meeting of the
Association.
2. The audited financial statements (balance sheet and income and
expenditure account) duly certified by independent auditors shall be
annexed to the annual returns and file with the Corporate Affairs
Commission.

ARTICLE 12: AMENDMENT OF CONSTITUTION
The Association may alter the provision of its Constitution at a General meeting
by a resolution passed by a simple majority of its members and approved by the
Commission.

ARTICLE 13: SPECIAL CLAUSE
(1) THE INCOME AND PROPERTY OF
______________________________________________________ shall be
applied solely towards the promotion of the objective of the body as set forth in
this RULES AND REGULATION/CONSTITUTION: and no portion thereof shall be
paid or transferred directly or indirectly, by way of dividend, bonus or otherwise
howsoever by way of profit, to the members of the Association.
(2) PROVIDED that nothing herein shall prevent the payment in good faith, or
reasonable and proper remuneration to any officer or servant of the Association
in return for any service actually rendered to the Association:
a. With the exception of ex-officio members of the Governing Council, no
member of the Council of Management or Governing Body shall be
appointed to any salaried office of the Association or any office of the
Association paid by fees; and
b. No remuneration or other benefit in money or money’s worth shall be
given by the body to any member of such Council or Governing Body
except repayment of out of pocket expenses or reasonable and proper
rent for premises demised, or let to the Association or reasonable fees for
services rendered.
(3) If in the event of a winding up or dissolution of the corporate body if there
remains after the satisfaction of all its debts and liabilities, any property
whatsoever, the same shall not be paid to or distributed among the members of
the Association but shall be given or transferred to some other institutions,
having objects similar to the object of Association, such institutions to be
determined by the members of the Association at or before the time of
dissolution.
(4) If effect cannot be given to the aforesaid provisions, then the remaining property
shall be transferred to some charitable object.

Dated this ___________ day of __________________________ 20______
_____________________ __________________________
Signature of Chairman Signature of Secretary & Date
_____________________ __________________________
Name of Chairman & Tel. No. Name of Secretary & Tel. No.

How does one resolve a query Online

a. Click on “correct data”
b. Click action button beside the place you use to edit/correct and effect changes accordingly.
c. After a successful correction you click on ‘save’.
d. Click on ‘resolve query’.
e. Download documents, sign and upload on the document upload portal.

30th

But I don't have an e-payment credit/debit card; how can I pay online?
If you do not have a debit/credit card to use for payment online; you can still use your internet banking to pay for fees in the CAC-CRP. If you don't have internet banking either; just generate the bill from the CAC-CRP; walk into any bank branch in Nigeria and make the payment.

But I am outside Nigeria how am I affected?
This service is available for anybody to use from anywhere in the world at any point in time. Payment options available though are debit/credit cards as well as internet banking with any of the Nigerian banks.

How will I know if My Name Availability Was Approved or Declined?
Once your name search request has been processed; you would receive an email notification in your officially registered email address. Then on logging in to your CAC-CRP account; you would be able to see the status of your application as well as generate the availability approval/disapproval form.

What do I do if My Name Availability request is declined?
You can seek advice from an accredited agent; or make another name search application.

What does CAC-CRP mean?
This stands for the Corporate Affairs Commission - Company Registration Portal.

How can I get a CAC-CRP Portal Account Access?
It is easy as visiting services.cac.gov.ng and clicking 'Create Account' button; fill in the form, submit and your account details would be sent to the email address you entered.

What can I do with my CAC-CRP Portal Account?
With your CAC-CRP portal account you can submit pre-incorporation and post-incorporation filings with the Corporate Affairs Commission online in real time. You can also conveniently make payment for these filings from the comfort of your home; 24/7 a year.

What is the first thing I must do to register a business in Nigeria?
To register a business in Nigeria; you would need to conduct a name search of the business. You can achieve this using your CAC-CRP account

What do I need to submit a successful Name Availability Request?
To submit a name availability request successfully; you would need the following:
The name(s) to search; a maximum of two options
Your CAC-CRP account access (username and password)
N500 only
Other required information about the type of business (Please use an accredited agent if in doubt)

Who are accredited agents?
Accredited agents are person(s) or institutions certified by the corporate affairs commission to process and submit pre-incorporation and post-incorporation filings on-behalf of individuals and businesses.

I have forgotten my Password, What can I do?
On the Login prompt; use the forgot password feature; this would send you an electronic mail notification on further steps to take to reset your password or get a new one

What do I do If I do not receive my password after account creation?
Go to the 'Sign in' page and click 'Forgot Password' link and follow the instructions. An email containing a password reset link will be sent to your registered email address. Click on the link or paste it on your browser and follow the steps provided.

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20th

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.

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).

INTRODUCTION
The Corporate Affairs Commission (CAC) was established under the Companies and Allied
Matters Act (CAMA), 1990. The Commission is the Agency of Government charged with,
amongst other responsibilities, the regulation and supervision of the formation, incorporation,
registration and management of Companies, Business Names and Incorporated Trustees. The
Commission also regulates and supervises the striking off and winding up of Companies,
removal of Business Names from the register and dissolution of Incorporated Trustees. The
Commission has its Head Office in Abuja and offices in all the States of the Federation.


SERVICES OFFERED BY THE COMMISSION
The services offered by the Commission include the following:
 Regulation and supervision of the formation, incorporation, registration and management
of Companies, Business Names and Incorporated Trustees
 Registration of changes, amendments and alterations in particulars of Companies,
Business Names and Incorporated Trustees
 Repository for statutory records of Companies, Business Names and Incorporated
Trustees including annual reports of exempted foreign companies and annual returns of
Companies, Business Names and Incorporated Trustees
 Searches
 Issuance of certified true copies certificates and extracts of filed documents
 Enforcement of compliance of Companies, Business Names and Incorporated Trustees
with the provisions of CAMA
 Conducting investigations into the affairs of Companies, Business Names or
Incorporated Trustees
 Registration of changes in share capital, mortgages, debentures, charges, etc.
 Registration of appointment/discharge of Receiver/Manager
 Registration of appointment of Liquidator
 Regulation and supervision of the striking off and winding up of Companies, removal of
Business Names from register and dissolution of Incorporated Trustees
 Express incorporation of Company
 Accreditation of Lawyers, Chartered Accountants and Chartered Secretaries as direct
users of the services of the Commission

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Question: When is the best time to register a business name?

Answer: It is advisable to get it registered the moment you decide what you want to do and what name your business would bear. The most important reason is that you will be building this brand and the last thing you need in your entrepreneurial career is to establish a brand only to find out someone has registered the name you built your business on. Or to build the brand and someone files a lawsuit for doing business with their name. Of course, you got the name first.

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Question: Should I get my company or business name registered?

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Answer: Yes. You should get your business name registered. There are many good reasons you want to do that:

For the most part it gives you a level of integrity. No corporate organization would do business with you as an individual. Getting registered is a way of telling people you are in it for the long haul, so people are more relaxed when dealing with you.
Without registering your business, expanding your business the way you would like will always be difficult. You don’t imagine running a business that spans the entire country with a name that doesn’t exist. Of course, your business does not exist if it’s not registered.
You cannot get access to loans, grants or attract investors if you are not registered. There are many opportunities that are available for business growth and you simply cannot access them as an individual.

16th

20. What does one do if a name is denied in error?
Please follow our escalation procedure the issue will treated on merit. Please note that where complaint has merit the correction will be done by the Commission free of charge.

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21. How does one resolve a query online?
a. Click on “correct data”
b. Click action button beside the place you use to edit/correct and effect changes accordingly.
c. After a successful correction you click on ‘save’.
d. Click on ‘resolve query’.
e. Download documents, sign and upload on the document upload portal.

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22. How does one apply for a refund?
Write an application for refund addressed to the Registrar General, Corporate Affairs Commission Abuja. Ensure that you attach the relevant documents i.e. the receipts of payment and state your account details, then submit same at the CAC office closest to your location.

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22. What does one do where a name is wrongly entered?
Where a name is denied as a result of wrong entry, or wrong classification i.e. entering a proposed Incorporated Trustees application under Business Name or vice versa, you re-enter the name and ensure you make the right choice.

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23. What is the implication of creating a public user account?
Once you have created an account as a public user, your name will automatically appear as the first director/proprietor/trustee of the Company/Business Name/Incorporated Trustee ( NGO ). This is because the medium is for the public who are not agents of the Commission but desire to register their own businesses/NGOs.

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17. How does one correct an application after payment?.
Once you have effected payment, you cannot edit your registration particulars. However, you can write to the Commission for correction and your application will be considered base on merit. It should be noted that once RC number is issued the correction will treated as a post application. In addition, a customer will be able to edit if the application is queried.

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18. How does one use Accreditation Number?
a. Whenever the system requests for your accreditation number always state it in this format: ICAN/IND/… or NBA/IND/…

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19. What does one do where the proprietor’s name appear in multiple times?
Login to the portal, call up the application and scroll till you get to where you add proprietor. Click on action of any proprietor you want to remove and delete and remove it.

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11. Inability of accredited user to log in.
Ensure that your account is activated.
Confirm that the user name and password are correctly entered.
Check the cases used, the system is case sensitive. That is lower and upper case.
Confirm the network.
Where the problem persists visit any of our offices.

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12. How to register a company with the name of an existing Business Name .
Obtain consent of the Registrar General for a fee of NGN5,000.
The application should be accompanied by a letter of consent from the Proprietor of the Business Name.
Evidence of payment of annual returns for the Business Name.

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13. How can I get consent code?
Consent code is obtained manually. You have to manually submit all the relevant documents required for consent to the Commission after making the necessary payment.

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13. Who qualifies as a deponent with regard to Section E of CAC1.1
A legal practitioner who had looked at the document and formed the opinion that requirement of the law has been complied with.
Note: Applicant may pay the sum of NGN500 for the form to be deposed on his behalf by an officer of the Commission.

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14. What are the website address for the Registration and Document Upload?.
For creating an account and registration, visit https://services.cac.gov.ng.
for upload of documents visit, http://docupload.cac.gov.ng.
Note: you can access the both platform by visiting www.cac.gov.ng

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15. How does one pay for the Commission's services?.
All payments are made via the recognized payment platform that is Remita .
New incorporation you pay online using card or pay at Bank.
Post registration you pay directly on Remita platform using card or pay at Bank

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16. How does one upload and submit incorporation documents?.
Visit document upload http://docupload.cac.gov.ng or go to CAC website and click Document Upload.
Type the availability code.
Choose the originating Office i.e CAC Office where you prefer to collect your certificate
Click ‘I’m not a robot’
Click to select the document to be attached from computer or any digital device
Select the document type
Click ‘Attach’
Click on ‘Submit’ after attaching the documents

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6. To get started
Access the portal via Corporate Affairs Commission web site – cac.gov.ng or type services.cac.gov.ng on the URL.
Click on log in.
Enter the USERNAME and the PASSWORD
Click on log in.
The system will display the ‘’TERM OF USE’’.
Agree with the terms.
Change your password.

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7. I paid for name search via remita. What is the next step?
The payment will be confirmed at the back end and where successful the status will read ‘’PENDING’’ on your history page.

You will have to download and print the completed forms. See ‘How to download completed form on the Portal’’

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8. How to correct name after approval.
Select ‘’MY RESERVATION HISTORY’’ on NAME SEARCH PAGE.
Identify the name wishing to correct.
Click on ‘’ACTION’’
Select ‘’CORRECT NAME’’.
Click on ‘’CREATE NAME CORRECTION’’
Enter the correct name(s), reason(s) for the correction and then click on ‘’SAVE & CONTINUE’’.
Confirm the correction then make payment.

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9. How to download completed form on the Portal.
Select ‘’REGISTRATION’’ on profile page.
Select the classification ‘’BUSINESSNAME, OR COMPANIES, OR INCORPORATED TRUSTEE’’.
Identify the name to be registered, click on ‘’ACTION’’.
Select ‘’DOWLOAD FORM’’.
The system will download the form on your PC from where you print.

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10. What are the procedures for registering an NGO?
NGO can be registered either as a Company Limited by Guarantee or as Incorporated Trustees.

For guidance on difference between the two, kindly see Sections 26 and 590 of Companies and Allied Matters Act 1990 CAP C 20 LFN 2004.

Requirements for registration of Company Limited by Guarantee

Submit application for name reservation.
Complete incorporation forms on CRP or hard copy
Print out completed form (if completed on CRP).
Submit document in any CAC office
There must be minimum of two members as well as minimum of two directors.
Attorney General of the Federation’s consent is required for registration. Document is normally sent to the AGF by the Commission on behalf of the applicant.
The AGF requires letter of no objection for some classes of object. It is strongly advised to visit the AGF’s office for proper direction on this.
Requirements for registration of Incorporated Trustees

Submit application for name reservation.
Hold meeting to adopt the special clause, constitution and appoint Trustee(s).
Prepare the constitution and minute of the meeting adopting the special clause and appointing the Trustee(s).
Obtain set of form for registration or complete the online form on CRP.
Make publication of the appointment of the Trustee(s) in two news papers (1 circulating locally and 1 circulating nationally).
Wait for 28 days after the publication then present for filing.
Each of the Trustees must have two passport photographs.

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FREQUENTLY ASKED QUESTIONS & ANSWERS


1. How do I get availability serial number?
Availability Serial Number is a set of uniquely generated Eleven (11) digit number that is automatically generated upon approval of the proposed name. The serial number is displayed on the availability print out and labelled SERIAL NUMBER.

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2. To correct wrong selection of classification or name.
Depending on when the error was discovered, the correction can be made through either of the following.

i. If it was before payment:

Click on ‘’BACK’’ option until you get to availability entry page.
Make the desired correction.
Click on ‘’PROCEED’’ until you get to payment page.
Make payment.
ii. If after payment but before approval: Correction cannot be made until the availability is approved. Upon approval of the name, you have to initiate ‘’CORRECTION OF NAME’’ process on your profile. See process for correction of name.

iii. If after approval: The correction of classification or name can only be done by way of ‘’CORRECTION OF NAME’’. See process for ‘’CORECTION OF NAME’’.

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3. How do I register my Business without using an agent?
You have to create an account on CAC portal, through your account you submit request for name reservation. Upon approval of the proposed name you can proceed to complete the forms and pay the registration fee online.

The duly completed form must be downloaded and printed. The printed documents must be signed by the Subscribers/Directors/Proprietors/Trustee as the case may be.

See procedure for self registration of Business

Please note that the account holder’s details will automatically be used as a first director/proprietor/trustee. This is to ensure that the system is not hijacked by touts.

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4. How do I create account?
Access the portal via Corporate Affairs Commission web site – www.cac.gov.ng or type services.cac.gov.ng on the URL.
Click on ‘’CREATE ACCOUNT’’.
Provide your details.
If you are an accredited agent check the box that says ‘’ACCREDITED AGENT’’. Provide the additional information require including the accreditation number in this format nba/ind/12345.
Click on ‘’SUBMIT’’.
If General Public user, the system will display the USERNAME and PASSWORD.
If accredited agent an email containing the USER NAME and PASSWORD will be sent to your email address.

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5. Procedure for self registration of Business.
Create account.
Submit request for name reservation.
Log in to the portal using your log in detail.
Select ‘’Registration”.
Select the appropriate classification “Company, Business Name, or Incorporated Trustee”.
Enter the availability serial number, then click on ‘’START’’.
The system will display forms, complete the forms and each time you complete one set click on ‘’PROCEED’’ until you get to payment point.
Make payment.
Download the forms. See “How to download completed form on the Portal’’.

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Companies Timelines
S/N SERVICE TYPE TIMELINE

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1 Reservation of Name Same day for all requests submitted before 5.05pm

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2 Registration of private company Twenty Four (24) Hours

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3 Filing of notice of exemption of foreign Companies from Registration Twenty Four (24) Hours

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4 Re-instatement/Relisting of company name Twenty Four (24) Hours

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5 Registration of charges for private company Twenty Four (24) Hours

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6 Registration of charges for public company Twenty Four (24) Hours

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7 Filing of annual return 5 Working Days

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8 Filing of statement in form of schedule 14 under section 553 Twenty Four (24) Hours

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9 Filing of notice of merger/acquisition Twenty Four (24) Hours

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10 Filing of special resolution for merger Twenty Four (24) Hours

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11 Filing of other documents relating to merger Twenty Four (24) Hours

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12 Filing of statutory declaration of solvency Twenty Four (24) Hours

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13 Registration of appointment of liquidator Twenty Four (24) Hours

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14 Registration of resolution for winding up Twenty Four (24) Hours

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15 Filing of return of final meeting and account of liquidation Twenty Four (24) Hours

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16 Filing of notice of change of company name 5 Working Days

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17 Filing of notice of alteration of memorandum and articles of association 3 working days

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18 Filing of notice of changes in particulars of directors Twenty Four (24) Hours

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19 Filing of return of allotment and or notice of change in shareholding 3 working days

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20 Filing of notice of change in registered address Twenty Four (24) Hours

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21 Filing of notice of appointment of receiver Twenty Four (24) Hours

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22 Filing of notice of discharge of receiver Twenty Four (24) Hours

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23 Filing of notice of change of signature Twenty Four (24) Hours

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24 Filing of notice of reduction in share capital by public company Twenty Four(24) Hours

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25 Filing of notice of reduction in share capital by private company Twenty Four (24) Hours

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26 Filing of deed of release by public company 5 Working Days

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27 Filing of deed of release by private company 5 Working Days

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28 Application for extension of time for holding of annual general meeting by public company Twenty Four (24) Hours

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29 Application for extension of time for holding of annual general meeting by private company Twenty Four (24) Hours

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30 Letter of Good Standing Twenty Four (24) Hours

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31 Other filings (miscellaneous) Twenty Four (24) Hours

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32 Certified true copy of certificate of registration Twenty four (24) Hours

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33 Certified true copies of memorandum and articles of association Twenty four (24) Hours

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34 Electronic Search Instantly

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35 Manual Search by customers One (1) hour

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36 Manual Search Report prepared by officers of the Commission Twenty Four (24) Hours

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37 Certified true copies of other documents Twenty four (24) Hours

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38 Consent for Restricted Names Twenty Four (24) Hours

Companies Timelines
S/N SERVICE TYPE TIMELINE

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1 Reservation of Name Same day for all requests submitted before 5.05pm

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2 Registration of private company Twenty Four (24) Hours

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3 Filing of notice of exemption of foreign Companies from Registration Twenty Four (24) Hours

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4 Re-instatement/Relisting of company name Twenty Four (24) Hours

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5 Registration of charges for private company Twenty Four (24) Hours

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6 Registration of charges for public company Twenty Four (24) Hours

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7 Filing of annual return 5 Working Days

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8 Filing of statement in form of schedule 14 under section 553 Twenty Four (24) Hours

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9 Filing of notice of merger/acquisition Twenty Four (24) Hours

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10 Filing of special resolution for merger Twenty Four (24) Hours

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11 Filing of other documents relating to merger Twenty Four (24) Hours

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12 Filing of statutory declaration of solvency Twenty Four (24) Hours

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13 Registration of appointment of liquidator Twenty Four (24) Hours

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14 Registration of resolution for winding up Twenty Four (24) Hours

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15 Filing of return of final meeting and account of liquidation Twenty Four (24) Hours

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16 Filing of notice of change of company name 5 Working Days

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17 Filing of notice of alteration of memorandum and articles of association 3 working days

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18 Filing of notice of changes in particulars of directors Twenty Four (24) Hours

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19 Filing of return of allotment and or notice of change in shareholding 3 working days

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20 Filing of notice of change in registered address Twenty Four (24) Hours

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21 Filing of notice of appointment of receiver Twenty Four (24) Hours

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22 Filing of notice of discharge of receiver Twenty Four (24) Hours

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23 Filing of notice of change of signature Twenty Four (24) Hours

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24 Filing of notice of reduction in share capital by public company Twenty Four(24) Hours

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25 Filing of notice of reduction in share capital by private company Twenty Four (24) Hours

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26 Filing of deed of release by public company 5 Working Days

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27 Filing of deed of release by private company 5 Working Days

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28 Application for extension of time for holding of annual general meeting by public company Twenty Four (24) Hours

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29 Application for extension of time for holding of annual general meeting by private company Twenty Four (24) Hours

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30 Letter of Good Standing Twenty Four (24) Hours

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31 Other filings (miscellaneous) Twenty Four (24) Hours

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32 Certified true copy of certificate of registration Twenty four (24) Hours

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33 Certified true copies of memorandum and articles of association Twenty four (24) Hours
3

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4 Electronic Search Instantly

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35 Manual Search by customers One (1) hour

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36 Manual Search Report prepared by officers of the Commission Twenty Four (24) Hours

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37 Certified true copies of other documents Twenty four (24) Hours

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38 Consent for Restricted Names Twenty Four (24) Hours

Companies Timelines
S/N SERVICE TYPE TIMELINE

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1 Reservation of Name Same day for all requests submitted before 5.05pm

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2 Registration of private company Twenty Four (24) Hours

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3 Filing of notice of exemption of foreign Companies from Registration Twenty Four (24) Hours

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4 Re-instatement/Relisting of company name Twenty Four (24) Hours

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5 Registration of charges for private company Twenty Four (24) Hours

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6 Registration of charges for public company Twenty Four (24) Hours

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7 Filing of annual return 5 Working Days

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8 Filing of statement in form of schedule 14 under section 553 Twenty Four (24) Hours

---

9 Filing of notice of merger/acquisition Twenty Four (24) Hours

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10 Filing of special resolution for merger Twenty Four (24) Hours
12 Filing of other documents relating to merger Twenty Four (24) Hours
12 Filing of statutory declaration of solvency Twenty Four (24) Hours
13 Registration of appointment of liquidator Twenty Four (24) Hours
14 Registration of resolution for winding up Twenty Four (24) Hours
15 Filing of return of final meeting and account of liquidation Twenty Four (24) Hours
16 Filing of notice of change of company name 5 Working Days
17 Filing of notice of alteration of memorandum and articles of association 3 working days
18 Filing of notice of changes in particulars of directors Twenty Four (24) Hours
19 Filing of return of allotment and or notice of change in shareholding 3 working days
20 Filing of notice of change in registered address Twenty Four (24) Hours
21 Filing of notice of appointment of receiver Twenty Four (24) Hours
22 Filing of notice of discharge of receiver Twenty Four (24) Hours
23 Filing of notice of change of signature Twenty Four (24) Hours
24 Filing of notice of reduction in share capital by public company Twenty Four(24) Hours
25 Filing of notice of reduction in share capital by private company Twenty Four (24) Hours
26 Filing of deed of release by public company 5 Working Days
27 Filing of deed of release by private company 5 Working Days
28 Application for extension of time for holding of annual general meeting by public company Twenty Four (24) Hours
29 Application for extension of time for holding of annual general meeting by private company Twenty Four (24) Hours
30 Letter of Good Standing Twenty Four (24) Hours
31 Other filings (miscellaneous) Twenty Four (24) Hours
32 Certified true copy of certificate of registration Twenty four (24) Hours
33 Certified true copies of memorandum and articles of association Twenty four (24) Hours
34 Electronic Search Instantly
35 Manual Search by customers One (1) hour
36 Manual Search Report prepared by officers of the Commission Twenty Four (24) Hours
37 Certified true copies of other documents Twenty four (24) Hours
38 Consent for Restricted Names Twenty Four (24) Hours

Companies Timelines
S/N SERVICE TYPE TIMELINE

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1 Reservation of Name Same day for all requests submitted before 5.05pm

---

2 Registration of private company Twenty Four (24) Hours
3 Filing of notice of exemption of foreign Companies from Registration Twenty Four (24) Hours
4 Re-instatement/Relisting of company name Twenty Four (24) Hours
5 Registration of charges for private company Twenty Four (24) Hours
6 Registration of charges for public company Twenty Four (24) Hours
7 Filing of annual return 5 Working Days
8 Filing of statement in form of schedule 14 under section 553 Twenty Four (24) Hours
9 Filing of notice of merger/acquisition Twenty Four (24) Hours
10 Filing of special resolution for merger Twenty Four (24) Hours
12 Filing of other documents relating to merger Twenty Four (24) Hours
12 Filing of statutory declaration of solvency Twenty Four (24) Hours
13 Registration of appointment of liquidator Twenty Four (24) Hours
14 Registration of resolution for winding up Twenty Four (24) Hours
15 Filing of return of final meeting and account of liquidation Twenty Four (24) Hours
16 Filing of notice of change of company name 5 Working Days
17 Filing of notice of alteration of memorandum and articles of association 3 working days
18 Filing of notice of changes in particulars of directors Twenty Four (24) Hours
19 Filing of return of allotment and or notice of change in shareholding 3 working days
20 Filing of notice of change in registered address Twenty Four (24) Hours
21 Filing of notice of appointment of receiver Twenty Four (24) Hours
22 Filing of notice of discharge of receiver Twenty Four (24) Hours
23 Filing of notice of change of signature Twenty Four (24) Hours
24 Filing of notice of reduction in share capital by public company Twenty Four(24) Hours
25 Filing of notice of reduction in share capital by private company Twenty Four (24) Hours
26 Filing of deed of release by public company 5 Working Days
27 Filing of deed of release by private company 5 Working Days
28 Application for extension of time for holding of annual general meeting by public company Twenty Four (24) Hours
29 Application for extension of time for holding of annual general meeting by private company Twenty Four (24) Hours
30 Letter of Good Standing Twenty Four (24) Hours
31 Other filings (miscellaneous) Twenty Four (24) Hours
32 Certified true copy of certificate of registration Twenty four (24) Hours
33 Certified true copies of memorandum and articles of association Twenty four (24) Hours
34 Electronic Search Instantly
35 Manual Search by customers One (1) hour
36 Manual Search Report prepared by officers of the Commission Twenty Four (24) Hours
37 Certified true copies of other documents Twenty four (24) Hours
38 Consent for Restricted Names Twenty Four (24) Hours

Registration of Incorporated Trustees [Manual Process]

Availability
Procurement of application form which contains a memorandum for guidance of application
Publication of notices in three (3) national dailies, one being a local newspaper widely circulated in the area where the organization is based
Submission of the duly completed application form in triplicate which should be accompanied by the following
A formal letter of application
The original newspaper publications
2 copies of Applicant’s constitution
Minutes of the meeting whereat the trustees were appointed, having the list of members present and absent and showing the voting pattern, signed by Chairman and Secretary of the Board
Minutes of the meeting where the special clause rules was adopted into the constitution of the organization; signed by Secretary and Chairman
Trustees (Applicants) have to attach 2 passport sized photographs of themselves
Trustees have to sign against their names on the application form (encl d) and furnish permanent residential addresses
The impression of the common seal should be affixed on page 11 of the form and
Payment of NGN37,000.00k (Incorporation of Trustees 30,000, Certify True Copy of Constitution 5,000 and Certify True Copy of Incorporation Form)
Two copies of the application form
Application form duly signed by Secretary and Chairman of the Board

1. Registration of Business Names

Search for availability of name
Submit the duly completed statutory forms with two passport sized photographs of each applicant attached to the form
Pay filing fees at the Corporate Affairs Commission
2. Application form clearly stating:-

The name of the business
3. Note:Individual/Proprietors can register business names without the services of the legal practitioner,chartered Accountant or Chartered Secretary.

Other Statutory Filings

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Annual Returns

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Each company has to within 42, days of its Annual General Meeting submit to the Commission in the prescribed form a statement of its accounts; or a letter explaining absence of statement of accounts. Non compliance with this provision attracts penalty and the risk of having their companies struck off the companies register

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Payment of filing fees

Alteration of Memorandum and Articles

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Special Resolution signed by at least two directors to be filed within 43 days

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Payment of filing fees

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Re-stamping of memorandum

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Altered memorandum should be stamped at the Federal Board of Inland Revenue

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Up to date Annual Returns

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S.636 to be complied with where necessary

Change of Directors

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Special Resolution

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Filing of new form CO7 to be supported by resolution

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Payment of filing fees

Appointment/Change of Secretary

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Special Resolution signed by at least two directors

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Filing of new form CO7A

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Payment of filing fees

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Extracts of meeting where directors were removed or appointed

Allotment of Shares

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Special resolution signed by at least two directors

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Payment of filing fees

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Filing of new form C02

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Evidence of increase in share capital

Filing of Statement of Affairs by Bank, Insurance Companies and other Financial Institutions

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Every Banking, Insurance and other financial institution shall before it commences business and on the first Monday in February and first Tuesday in August of every year submit to the Commission a Statement of its Affairs

CTC OF Certificates
Affidavit supporting the application deposed by a company director

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Application to the Commission to be signed by the chairman or two directors

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Payment of filing fees

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Up to date Annual Returns

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Obtaining Certified True Copies (CTC) of filed Documents

Completion of application form

---

Payment of filing fees

---

Photocopies of documents

---

Up to date Annual Returns

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Company Searches

---

Completion of prescribed form

---

Payment of search fees

---

Annual Returns to be filed up to date

Company Searches

Completion of prescribed form

---

---

Payment of search fees

---

Annual Returns to be filed up to date

Change of Name

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Availability and Reservation of new Name

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Application giving reasons for the change of name signed by two directors

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Special Resolution stating the change desired duly signed by two directors of the company

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Surrender of the original Certificate of Incorporation for cancellation

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Payment of filing fees

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Up to date Annual Returns

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Stamped memo and articles bearing the new name

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S.636 in case of Banks, Financial Institutions etc