How To Register A Company With CAC | Step By Step Guide

Filed in Articles, Economy by on January 22, 2019 0 Comments

How To Register A Company With CAC | Step By Step Guide

How To Register A Company With CAC | Step By Step Guide

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The Corporate Affairs Commission (CAC) of Nigeria was established in 1990 vide Companies and Allied Matters Act no 1 (CAMA) 1990 as amended, now on Act cap C20 Laws of federation of Nigeria.

It is an autonomous body charged with the responsibility to regulate the formation and management of companies in Nigeria. It carry out its functions through accredited members of Association of National Accountants of Nigeria, Institute of Chartered Accountants of Nigeria, Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) and the Nigerian Bar Association (NBA).

It is headed by a Registrar-General. Prior to the enactment of CAMA, these activities were carried on under the Companies Act 1968.(CA 1948)

Due to some reasons, a great number of people have made plans to register and run their companies but do not know the steps to take in doing this. This article is going to guide you through the process of successfully registering a company with the Coperate Affairs Commission (CAC).

This article will shade light on;

  • Step by Step on how to Register a Company (Private or Public)
  • Step by Step on how to Register a Limited by Guarantee
  • Conversion and Re-registration of Private Company as Public
  • Re-registration of company Limited by Shares as unlimited Company
  • Re-registration of Unlimited Company as Limited by Shares
  • Registration of Mortgages, Debentures and Charges
  • Increase in Share Capital
  • Change of Name
  • Company Searches
  • Obtaining Certified True Copies (CTC) of filed Documents
  • CTC OF Certificates
  • Other Statutory Filings

How to Register a Company (Private or Public)

To successfully register a company name, follow the steps below;

  •  Check for the availability of proposed company name. To check for the availability of a business name, click Here
  • Complete pre-registration form – CAC1.1. To complete and upload the form, click Here
  • Pay filing and Stamp duty fees.  To check the Fees for our Services, click Here
  • Prepare the signed scan copy of your pre-registration documents for upload as follows:
    • Form CAC1.1
    • Memorandum and Article of Association (MEMART)
    • Recognized form of identification for Director(s)/Subscriber(s) and Secretary
    • Evidence of payment to CAC
  • Upload the scanned documents for processing. (click here)
  • Submit the original copies of the documents uploaded at step 6 (Form CAC1.1, MEMART, etc) to the CAC office you had selected in exchange for your certificate and the Certified True copies of the documents.

Step by Step on how to Register a Limited Co. by Guarantee

  • Check for Name Availability. To check for the availability of a business name, click Here
  • Reserve a Name.
  • Fill CAC1.1 Form. To complete and upload the form, click Here
  • Pay appropriate Stamp duty fee to Federal Board of Inland Revenue Service
  • Pay filing fee to Corporate Affairs Commission
  • Scan and save as PDF format the dully completed Form CAC1.1 together with Memorandum and Articles of Association (MEMART), recognized form of identification for Director(s)/Subscriber(s) and Secretary. Upload the scanned documents for processing.
  • The Commission is oblidged to obtain approval of the Attorney General of the Federation before registration of the Company Limited by Guarantee.

Conversion and Re-registration of Private Company as Public

Application should be accompanied by the following:

  • Special resolution signed by at least two directors to conver and register the company
  • Memorandum and Articles of Association as required under CAMA for public companies
  • Written statement by the Directors in respect of share capital
  • Balance sheet as at the date of the resolution or the preceding six months, whicevre is later
  • Statement must show that the paid-up capital of the company as at the date of the application is not less than 25 percent of the authorized share capital
  • Copy of any prospectus or statement in lieu of prospectus delivered within 12 months to Commission
  • Payment of filing fees
  • Annual Returns to be filed up to date
  • Evidence of S.636 (in case of banks etc)

Re-registration of company Limited by Shares as unlimited Company

An application in the prescribed form signed by two directors and the Secretary and accompanied by:

  • A prescribed form of assent to the company being registered as unlimited
  • A statutory declaration made by directors of the company
  • Stamped Memorandum and Articles of Association incorporating the alterations set out in the application
  • Payment of filing fees

Re-registration of Unlimited Company as Limited by Shares

  • Special resolution stating the proposed share capital and requisite alterations in the Articles
  • Application in the prescribed form signed by at least two directors and secretary
  • Memorandum as altered in pursuance of the resolution
  • Articles so altered
  • Company’s balance sheet as at date of the resolution or the precedent six months, whichever is later
  • Statutory declaration in the prescribed form by two directors and the Company Secretary that the special resolution required by Section 50 of the CAMA 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 within the preceding 12 months to the Securities and Exchange Commission
  • Payment of filing fees

Registration of Mortgages, Debentures and Charges

  • Completion of statutory form with instrument creating or evidencing mortgage or charge attached
  • Payment of stamp duty to Federal Board of Inland Revenue
  • Payment of filing fees
  • If out of time, a court order extending the time should be attached

Increase in Share Capital

  • Notice of increase in share capital in the prescribed form
  • Statement of increase in the prescribed form
  • Payment of Stamp Duty to Federal Board of Inland Revenue
  • Notice of increase to be signed by the company’s two directors or the secretary
  • Payment of filing fees
  • Evidence of compliance with S.636 where applicable

Change of Name

  • Availability and Reservation of new Name
  • Application giving reasons for the change of name signed by two directors
  • Special Resolution stating the change desired duly signed by two directors of the company
  • Surrender of the original Certificate of Incorporation for cancellation
  • Payment of filing fees
  • Up to date Annual Returns
  • Stamped memo and articles bearing the new name
  • S.636 in case of Banks, Financial Institutions etc

Company Searches

  • Completion of prescribed form
  • Payment of search fees
  • Annual Returns to be filed up to date

Obtaining Certified True Copies (CTC) of filed Documents

  • Completion of application form
  • Payment of filing fees
  • Photocopies of documents
  • Up to date Annual Returns

CTC OF Certificates

  • Affidavit supporting the application deposed by a company director
  • Application to the Commission to be signed by the chairman or two directors
  • Payment of filing fees
  • Up to date Annual Returns

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Other Statutory Filings

Annual Returns

  • 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
  • Payment of filing fees

Alteration of Memorandum and Articles

  • Special Resolution signed by at least two directors to be filed within 43 days
  • Payment of filing fees
  • Re-stamping of memorandum
  • Altered memorandum should be stamped at the Federal Board of Inland Revenue
  • Up to date Annual Returns
  • S.636 to be complied with where necessary

Change of Directors

  • Special Resolution
  • Filing of new form CO7 to be supported by resolution
  • Payment of filing fees

Appointment/Change of Secretary

  • Special Resolution signed by at least two directors
  • Filing of new form CO7A
  • Payment of filing fees
  • Extracts of meeting where directors were removed or appointed

Allotment of Shares

  • Special resolution signed by at least two directors
  • Payment of filing fees
  • Filing of new form C02
  • Evidence of increase in share capital

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

  • 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

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