Checklist for Registering a Limited Liability Company in Nigeria
1. Proposed Name of the Company
In deciding the company name, there are certain key things you need to consider. Firstly, the name must not be the same or closely resemble a name already in use by another business. Also, the name must not be one of those which are contained on the restricted list. These include names that contain the words “Chamber of Commerce”, “Federal”, “National”, “Regional”, “State”, “Government”, “Municipal” or “Chartered”, “Co‐operative” or the words “Building Society”; or “Group” or “Holding”.
The law provides that the Corporate Affairs Commission (CAC) must not register names that in its opinion are capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy; or in the opinion of the Commission would violate any existing trademark or business name registered in Nigeria unless the consent of the owner of the trademark or business name has been obtained.
The law states that every private company must have at least 2 shareholders/members and not more than 50 shareholders/members. There is no requirement on how much each person’s stake in the company should be, so one member can own 99% of the company, and the other member will own 1%. Or they could own it evenly: 50%/50%. The law is not interested in the ownership structure.
The other thing to be aware of here is that the founding members must not be – under the age of 18 years old (unless at least 2 other members are over the age of 18), and must not be of unsound mind, an undischarged bankrupt, or disqualified by the Companies and Allied Matters Act from being a Director.
3. Nature of Business
Generally, there is no restriction on what type of business you can go into. There is the obvious restriction that you can’t set up a company that deals in criminal acts, for instance selling illegal drugs or engaging in prostitution or smuggling. However, there is the additional requirement that you are unable to engage in any of the business contained in the negative list. The negative list is contained in the Nigeria Investment Promotion Act, and it precludes people from engaging in these businesses – production of arms and ammunition, production of and dealing in narcotic drugs and psychotropic substances, production of military and para-military wears.
4. Required Information
• Proposed Name of the Company (at least 2 options)
• Details of shareholders (at least 2 shareholders):
ii. Residential Address
iv. Percentage ownership
v. Scan of Identification document (preferably International Passport data page)
vi. If shareholders are companies – business address and certificate of registration
• Official positions:
i. Names of Directors (all shareholders can be Directors)
ii. Name of Company Secretary (any shareholder can be Company Secretary or you may appoint a law firm/lawyer as Secretary)
The estimated timeline for the completion of the registration of a limited liability company in Nigeria is 3-4 weeks.
Interested in registering a limited liability company in Nigeria? Send us an email at email@example.com and we would be glad to assist you.