Legal

Which legal structure can I choose?

All companies are governed by the Companies and Allied Matters Act 1990 ("CAMA") and the CAMA Repeal and Re-enactment Bill, 2018. For entrepreneurs in Nigeria, there are the following forms of companies:

Sole trader
Private Limited Company (Ltd)
Public Limited Company
Guarantee Company (not for profit)

Sole trader

Owned by the owner itself (1 person) who manages and controls the business
Most common, simplest, cheapest form of company to set-up
Capital required is supplied by owner him/herself
No distinct existence from owner, so profit regarded as income of owner.
Sole traders can be personally liable for business obligations, as can their spouse. Owner is accountable for company’s debts and may affect properties of owner (personal possessions may be used as a guarantee in case of financial difficulty)
Need to register the business name to exclude other businesses from trading by the same name

Private Limited Company (Ltd)

Separate legal existence from its owners
Most common form of registered business in Nigeria
Minimum number of members is two and the maximum is 50
At least 2 members must subscribe to the memorandum and articles of association
The liability of a shareholder of a company is limited to the face value of the shares he owns so shareholders have limited liability
Minimum share capital of 10,000 Nigerian Naira

Public Limited Company

Minimum of share capital of 500,000 Nigerian Naira with a minimum subscription of 25% of the shares
Shares are offered to the public and are freely transferrable

Guarantee Company (not for profit)

Mostly formed by charitable organisations
Members do not own the company so do not receive any profits and have no claim on the assets
All income generated is used to cover operating costs and to achieve the objectives of the company
the Consent of the Attorney General of the Federation is required for the registration

How do I set up a company in Nigeria?

The legal requirements for the incorporation of Companies are contained in the Companies and Allied Matters Act (CAMA) Cap 59 LFN1990. The Corporate Affairs Commission (CAC) is responsible for the administration of CAMA, which has its headquarters in Abuja and zonal offices all over the country.

Below is a quick summary of steps of setting up a company in Nigeria:

Check for availability of proposed company name (click here) and Reserve a new Name
Complete pre-registration form – CAC1.1 (Online using Company Registration Portal)
Pay filing and Stamp duty fees Check the fees for the Services here

The above steps can be completed on the COMPANY REGISTRATION PORTAL (CRP)

Prepare the signed scan copy of your pre-registration documents for upload as follows:

a. Form CAC1.1

b. Memorandum and Article of Association (MEMART)

c. Recognized form of identification for Director(s)/Subscriber(s) and Secretary

d. Evidence of payment to CAC

Upload the scanned documents for processing.
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.

Starting or running a business?