GUIDE TO REGISTERING YOUR BUSINESS AND GIVING IT A LEGAL PLATFORM IN NIGERIA


By the company and allied matters act, 1990, all businesses either a registry, a business name, an incorporated trustee should be registered. In the same vain, the Corporate Affairs Commission was established through the promulgation of the Companies and Allied Matters Act 1990. The Commission is the only Agency of Government charged with the responsibility of registration of Companies, Business names and Incorporated Trustees.

You need to register your business or that venture of yours you intend to nurture to a new height and you can get it done.  You will want to know why you should register your business. That is ok. There are obvious reasons and the make a profound differences in your business and ultimately your finances.


Here are the reason to give your business a legal backing:

  1. Attracts more Clients

In today’s modern world, most clients, especially corporate customers, expect a serious and responsible business to be registered.In fact, most companies will not do business with an unregistered business. In certain cases, it’s against the law for regulatory and tax reasons.

Think about it for a moment:If your business is not registered, how can you issue receipts to customers for products you sell or services delivered?

You can’t!

And who exactly pays for something these days without demanding a receipt? Unless your plan for your business is to become and remain a petty trading business that sells stuff off street corners, you just have to register it to attract more discerning customers.Nobody says you can’t survive with a business that isn’t registered. The likely outcome is that you may not grow and will probably remain small for a long time.

2. It’s easier to get bank credit and investment from investors

For banks, there are basically two categories of loans; Personal and Business loans. They’re both totally different and one cannot be used to represent the other.

As a result, most banks will gladly lend you money to buy a new car or house but none will give you money to fund a business that isn’t registered. To qualify for a business loan, the Number 1 and non-negotiable requirement is that your business must be registered. Period!

For investors, it’s the same thing. Investors are interested in giving you money for a share of your business, and not to finance your personal lifestyle.

If there’s no registered business, what exactly will you be giving them a share of?

Investors want to know that your business is organized, exists legally and is separate from your personal life and finances.

No investor would take you seriously if you’re asking for investment but you don’t already have your business registered. To them, it’s a sign of unseriousness and a lack of professionalism. You don’t want anybody to have that impression of you.

3. Your business will now have Identity:

Your will now be identity just as people identify you by your name, so your business will have it's identity.It’s no longer that big idea you’ve had in your head all these years. It’s now a real thing that legally exists; with its own name and address.

Some people choose their business names on emotional grounds (like their father’s, mother’s, wife’s or child’s name or even their own name). Some other people prefer to choose names that inspire while some other will go with names they want to protray good qualities about the business.

Whatever name you choose, and for whatever reason, is totally up to you.

Once you’re ready to register your business, the first thing the Business Registration Office does is to check that no other business already exists with the same name. Under law, no two businesses should have the same name to avoid confusing the public.

This search could take a few minutes or several days, depending on your country. In Nigeria, there is now an online search where name searches can be done with less stress.

Once it is confirmed that the name you’ve chosen for your dream business is available (that is, nobody else is already using it), you will be allowed to go ahead with the rest of the business registration processes.

And unless your business goes bankrupt and is formally dissolved, no other person can use or register the same name ever.

Once registered with the name you chose for it, you’re legally free to go ahead and design a logo, create business cards and letterheads, and do anything you want with the name.

Can you imagine your business card with an inspiring logo and the name of your business boldly written across it and your name as CEO? That’s truly unique and inspiring.

4. Protection from Personal LiabilityI will assume you know business is a risk and setting and running a business will expose you to a lot of treats and risk. But when your business is registered, you have simply registered against risk and troubles. In more specific terms, without the legal protection of limited liability, you could lose your business and personal property if something goes wrong (say somebody sues you to court for heavy damages).

Imagine this scenerio, you run a transportation business transiting from one city to the other. And unfortunately, one of your business was involved in an accident killing some influential figures. You are eventually sued to court for loss of live s and damages. Now, your biggest problem is the case brought against you in court by the relatives of the people killed in that accident. They are suing you for damages of up to $100,000. Even if you sell your fleets of buses, it might still not be enough to settle such a high sum. You are in a funk!

How much money you lose in this scenario really depends on the nature of your business.

If your business is registered as a limited liability entity, you can get a respite, ONLY your business will be responsible for paying the damages because it is a separate entity from you.

However, if you were running an unregistered business, you may not be entirely safe. Why? Because your personal stuff (house, cars, money in the bank etc) maybe used to settle any outstanding debts the business cannot settle.

Don’t forget, not all company types can offer this protection. Only Limited Liability type companies can do this. Sole-proprietorships and partnerships (except Limited Liability Partnerships) cannot provide protection from personal liability.

5. YOUR BUSINESS CAN OUTLAST YOU

When you are no longer available, your business can still be available. Because they are a different entity, it can exist for decades through transfer of ownership.

In Nigeria, Some businesses have existed for decades and will continue to operate for many decades to come.  Think of big business which are big deals trading on the stock exchange with large workforce. You think about Cadbury, Conoil, Shell, Nestle, Dangote etc. And on the more positive level, you know your business can be one in the future.

These names are big multi-billion dollar businesses that have existed for decades. In fact, most of the people who formed these companies have been dead for a long time.

Nevertheless, these businesses, which were quite small when they started many years ago, remain very big and successful today.

It’s called continuity; human beings live and die  but businesses have the ability to last forever as they are transferred from one generation to another.

In Africa, it’s hard to come across businesses that outlast their founders. Just a few have.

A registered business is an asset (like a house, car and other properties) that can be passed down (as an inheritance) or sold by its owners to a new generation of people who can continue to own and run the business.

Registering your business will help you achieve your dreams of continuity.

INFORMATION ON BUSINESS REGISTRATION AND INCORPORATION

This is going to be divided into Registry, Business names, incorporated trustees and finally fees and forms.

PART A – Registry

1. Incorporation of Company (Private or Public)

Requirements

  • Availability and Reservation of Name
  • Payment of appropriate Stamp Duty to Federal Board of Inland Revenue
  • Submission of Memorandum and Articles of Association together with statutory forms for verification and assessment
  • Payment of filing fees at the Corporate Affairs Commission

 

2. Incorporation of a Company Limited by Guarantee

Requirements

  • Availability and Reservation of Name
  • Memorandum and Articles of Association
  • Completion of Statutory Forms
  • Payment of Stamp Duty to Federal Board of Inland Revenue
  • Payment of filing fees
  • The consent of the Attorney-General of the Federation

 

3. 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 convert 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, whichever 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 the preceding 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)

 

4. 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

 

5. 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

 

6. 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

 

7. 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

 

8. 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

 

9. Company Searches

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

 

10. Obtaining Certified True Copies (CTC) of filed Documents

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

 

11. 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

 

12. Other Statutory Filings

  1. 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
  1. 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
  1. Change of Directors
  • Special Resolution
  • Filing of new form CO7 to be supported by resolution
  • Payment of filing fees
  1. 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
  1. 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
  1. 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.


REGISTRATION OF BUSINESS NAMES


1. Registration of Business Names


  • Search for availability of name
  • Submission of duly completed statutory forms with two passport sized photographs of each applicant attached to the form
  • Payment of 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.


REGISTRATION OF INCORPORATED TRUSTEES (NGO'S)


Registration of Incorporated Trustees (NGO’s)


  • 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


  1. A formal letter of application
  2. The original newspaper publications
  3. 2 copies of Applicant’s constitution
  4. 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
  5. Minutes of the meeting where the special clause rules was adopted into the constitution of the organization; signed by Secretary and Chairman
  6. Trustees (Applicants) have to attach 2 passport sized photographs of themselves
  7. Trustees have to sign against their names on the application form (encl d) and furnish permanent residential addresses
  8. The impression of the common seal should be affixed on page 11 of the form and
  9. Draft of 20,000.00k in favour of CAC and made payable in Abuja
  10. Two copies of the application form
  11. Application form duly signed by Secretary and Chairman of the Board



Now you have gotten information on why you should register your business, you can do the right thing by taken the step. It may cost you some money, time and effort but we can get the hassle off you.

We are a team of accredited Professionals involved in company Registration and incorporation. We will register your business and get the certificate couriered to you at your own convenience. We are also very open to questions and assistance in other regards. Have a nice day.

Phone calls and whatapp @ 07033097160.