Introduction

The Companies’ and Allied Matters Act (CAMA) of 1990 (as amended) is the legal framework for the control and regulation of the activities of companies in Nigeria. The Act established the Corporate Affairs Commission (CAC) as an autonomous agency charged with the responsibility for the registration and regulation of companies, business names and incorporated trustees in Nigeria.

Find out more…

Relevant documents Companies and Allied Matters Act 1990
Relevant institutions CAC

Types of Businesses

There are four (4) types of companies recognised for business in Nigeria:

1.     Private Limited Liability Company (LTD): This is the most common form of business set up by investors and it requires a minimum share capital of NGN 10, 000. A private limited liability company is a legal entity in its own right, separate from those who own it. The company requires a minimum of two (2) and a maximum of fifty (50) shareholders and directors. Such a company is restricted from transferring its shares freely and prohibited from inviting the public to subscribe to its shares, debentures and/or deposit money for fixed periods or payable at call, whether or not bearing interest.
2.     Public Limited Liability Company (PLC): The minimum share capital for this type of company is NGN 500,000. A Public Limited Company required a memorandum of Understanding of two (2) shareholders. There is no restriction  on the maximum number of shareholders or their right to transfer their shares freely. The public may be invited to subscribe to its capital and the shares may be traded on any securities Exchange.
3.     Company Limited by Guarantee (GTE): Generally incorporated as a not-for-profit, this kind of company limits its members’ liability to the amount of their respective guarantees.
4.     Unlimited Company: This type of company has no limit on the liability of its members.

Find out more…

Relevant institutions CAC

 


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Business Incorporation Process

Businesses can be registered online via the CAC Company Registration Portal. Through this site, investors – or their agents – can conduct name searches, complete the required forms, submit all relevant incorporation documents, and also pay associated fees. However, investors may also visit the CAC office or the One-Stop Investment Centre (OSIC) of the Nigerian Investment Promotion Commission (NIPC) to complete or submit paper applications.

The online registration process is laid out below:

  1. Create an account on the CAC portal. This can only be created by one of the company directors/shareholders or an accredited agent (a Lawyer, Chartered Accountant or a Chartered Secretary)  https://services.cac.gov.ng/
  2. Conduct name search and reserve a name.
  3. Complete registration form (CAC 1.1. Application for Registration) providing details of the directors, shareholders and nature of business.
  4. Pay CAC filing fees and stamp duty. The stamp will be electronically affixed once payment is made.
  5. Download completed online form and Memorandum and Articles of Association, then append signatures accordingly.
  6. Upload scanned documents for processing.
  7. Present original copies of uploaded documents and collect certificate of incorporation/registration from the preferred location. Once the certificate of incorporation is ready, a Tax Identification Number (TIN) will be generated by the Federal Inland Revenue Service and sent to registrant’s email.

Find out more…

Relevant institutions CAC
FIRS

 

Documents required by CAC for Business Incorporation

  • Form CAC 1.1. Application for Registration
  • Memorandum and Articles of Association
  • Proficiency certificate (where applicable)
  • Recognized form of identification (passport bio-data page, drivers’ licence or National Identity Card) for Director(s)/Shareholder(s) and Secretary
  • Foreign Certificate of Incorporation and Board resolution for subscription to Nigerian company (where applicable)
  • Residence permit of resident foreigners (where applicable)
  • Stamp duty evidence of payment
  • Evidence of payment to CAC (the fees to be paid for incorporation is dependent on the volume of shares to be registered).  

   See Link: Summary of CAC fees and forms

Exemption from Incorporation

Foreign companies intending to do business in Nigeria may apply for exemption from the standard registration requirements if they are:

  • invited by any tier of government for specific individual projects;
  • executing specific individual loan projects on behalf of a donor country or international organisation;
  • foreign government-owned companies engaged solely in export promotion activities; and
  • engineering consultants or technical experts engaged in specialist projects with any tier of government

Such applications for exemption shall be forwarded to the office of the Secretary to the Government of the Federation (SGF).

Find out more…

Relevant documents Companies Regulations (Amended)Companies and Allied Matter Act
Relevant institutions CAC

 


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Registration with NIPC

 

According to Section 54 of the Companies and Allied Matters Act (CAMA) Act 1 of  1990, all foreign company are required to incorporates a local company in Nigeria before commencing business.

The Nigerian Investment Promotion Commission (NIPC) Act 16 of 1995 established the Nigerian Investment Promotion Commission to encourage, promote, and coordinate all investments in Nigeria. This act also regulates the participation of foreign businesses in the country.

The NIPC Act provides for foreign nationals to own up to 100% equity and undertake any type of business in Nigeria except those related to the production of arms, ammunition, narcotics and related substances and any items indicated on the negative list as defined by section 31 of the Act.

Section 20 of the NIPC Act requires all enterprises in which foreign participation is permitted to apply to the Commission for business registration.

Find out more…

Relevant documents NIPC Act
Relevant institutions NIPC

Documentation for Business Registration with NIPC

To process NIPC Business Registration, the following documents are required:

  • Duly completed NIPC Form I;
  • Memorandum & Articles of Association;
  • Evidence of Incorporation;
  • CAC Form 1.1 (or CAC Forms CO2 and CO7 for old companies);
  • Power of Attorney/ Letter of Authority (where applicable); and
  • Evidence of Payment of Processing fee (The payment for business registration is made via remita and non-refundable).
  • Processing Fee of N15,000.00 only

 


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One-Stop Investment Centre (OSIC)

The One-Stop Investment Centre (OSIC) brings together relevant government agencies to one location to provide fast-tracked services to investors. The Centre is coordinated by the NIPC.

The objective of the Centre is to simplify business entry processes by removing administrative and regulatory bottlenecks pertaining to doing business in Nigeria.

The Centre presently has twenty-seven (27) participating agencies.

 

Services at OSIC

Specifically OSIC provides the following services:

  • Granting of business entry approvals, licenses and authorizations within the shortest possible time;
  • Provision of general information on the Nigerian economy, investment climate, legal and regulatory framework, as well as sector and industry-specific information to aid existing and prospective investors in making informed business decisions; and
  • Facilitation and follow-up services on behalf of investors in all government ministries, departments and agencies.

 


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Environmental Impact Assessment

NESREA Headquarters Abuja, Nigeria

The Environmental Impact Assessment (EIA) is used to evaluate the probable positive and negative environmental, health and social impacts of a proposed project. The process provides the Federal Ministry of Environment and National Environmental Standards Regulatory and Enforcement Agency (NESREA) with information to determine the appropriate permit status of a project.

See Link: Permits

The procedures for obtaining EIA Certificate are outlined below:

  1. Applicant (i.e.approved company representative) submits a comprehensive project proposal and completed EIA Notification form to the Ministry of Environment.
  2. The Ministry registers the proposal and issues a registration number, while providing necessary guidelines to the applicant.
  3. NESREA conducts an Initial Environmental Examination (IEE) and presents a screening report within 10 days.
  4. Applicant conducts a scoping exercise to ensure that all significant impacts and reasonable alternatives are addressed in the intended EIA. A public hearing may be requested if there is public interest in the project.
  5. Applicant submits the scope of the EIA, and if approved by NESREA, undertakes the EIA study.
  6. Applicant submits the draft EIA report. This should include proceedings of consultations with adjoining communities and other stakeholders.
  7. The draft EIA report is reviewed by an independent panel, relevant regulators and the public (the report is displayed in the public for a period of 21 working days.)
  8. Applicant develops and submits the final EIA report, incorporating all review comments.
  9. Ministry approves final EIA report; issues the Environmental Impact Statement (EIS) and the EIA Certificate
  10. Applicant proceeds to implement the project according to specifications and stipulated mitigation measures contained in the final EIA report. This process shall be monitored by the Ministry from site preparation to commissioning.

See Link: Relevant Link: Environmental Guidelines Revision

Environmental Impact Assessment Fees

Item Cost (NGN)
Initial Deposit 250,000
Application Fee 10,000

 


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What Investors Think

Investors commends the 24hrs turn around time for Enterprise incorporation; they agree that this has streamlined the business entry process. However, they look forward to full automation of the process.

 


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