by Adedunmade Onibokun

Many people have always toyed with the idea of registering their own companies and organisations, with SMEs sprouting up like wildfires in Nigeria and the drive for self- employment gaining momentum. Whether your start-up is about IT, legal or business services or you are considering starting your own NGO; one of first things you will have to do is register your company or organisation. That’s where this article comes in.

Registering your organisation or company in Nigeria is fairly easy and not as difficult as some believe it is, the process begins at Corporate Affairs Commission (CAC), the CAC is in charge of regulating company affairs and conducting company registration in Nigeria. There is a CAC office in every state while Lagos State has two.

Reservation of name at the CAC cost N500 (Five Hundred Naira) while registering business name cost N10,000 (Ten Thousand Naira). Note that the proposed name of your business must be clearly written on the form and individuals can register a business name without the services of a lawyer. 

INCORPORATION OF COMPANY (PRIVATE OR PUBLIC)

Incorporating a company or corporations is distinct from sole proprietorships and partnerships in a number of ways. The most obvious difference between a corporation and other business structures is the ability of corporations to raise large sums of money by selling stock shares to investors. Instead of being centered on a single person or a small group, ownership of an incorporated business is spread out among stockholders, who have the right to vote on key business decisions. There are 3 major forms of companies including;

1. Company limited by shares

Because most companies are limited by shares, this ‘stake’ usually refers to the shares held by the company’s shareholders. In such a company, the shareholders’ obligation is to pay the company for the shares they have taken in it. The individual puts money into the company, and in return the company gives it a percentage of ownership, in the form of shares (how much of a company the individual in question owns depends on how many shares he/she has in comparison with the other people, if any, who own shares in that company). Requirements for registering a corporation in Nigeria include;

• 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

Company limited by guarantee

In a company limited by guarantee, there are no shares – hence there are no shareholders. Instead, the company will have ‘members’. The members of a company limited by guarantee are bound by a guarantee in the company’s articles of association, which requires them to pay the company’s debts up to a fixed sum. Requirements for Incorporation of a Company Limited by Guarantee include:

•  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.   Unlimited company

Unlimited company is a private company whereby the owners or the partners accept unlimited and personal liability for its debts in order to avoid double taxation of a limited company. This type of company is exempted from publishing their annual account with public authority. Simply registering a business name is often favoured by Sole proprietors i.e. an individual proprietor who owns and manages the business and is responsible for all business transactions. The owner is also personally responsible for all debts and liabilities incurred by the business. Partnerships may also conduct their business by simply registering a business name. You can register your busy name in very easy steps;

1. Choose a number of uncommon business names (about 3).
2. Conduct a search at the CAC to find out if the name is available.
3. Submit a duly completed statutory form with two passport sized photographs of each applicant attached to the form.
4. Pay filing fees at the CAC

Reservation of name at the CAC cost N500 (Five Hundred Naira) while registering business name cost N10,000 (Ten Thousand Naira). Note that the proposed name of your business must be clearly written on the form and individuals can register a business name without the services of a lawyer.

NON – GOVERNMENTAL ORGANISATIONS

A non-governmental organization (NGO) is any non-profit, voluntary citizens’ group which is organized on a local, national or international level. Task-oriented and driven by people with a common interest, NGOs perform a variety of service and humanitarian functions, bring citizen concerns to Governments, advocate and monitor policies and encourage political particpation through provision of information. Some are organized around specific issues, such as human rights, environment or health. They provide analysis and expertise, serve as early warning mechanisms and help monitor and implement international agreements. Registration of Incorporated Trustees (NGO’s) takes the following procedure;

•  Availability of name
•  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 (encld) and furnish permanent residential addresses.
• The impression of the common seal should be affixed on page 11 of the form and draft of 20,000.00k in favour of CAC and made payable in Abuja.
• Two copies of the application form.
• Application form duly signed by Secretary and Chairman of the Board.

For futher information on company registeration, log on to the CAC Website on www.cac.gov.ng.

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Op-Ed Editor