Corporate Affairs Commission

Nigerian business owners are increasingly at risk as the Corporate Affairs Commission intensifies efforts to delist inactive companies from its official register.

This action, known as ‘striking off,’ effectively removes a company’s legal status and renders it non-existent in the eyes of the law.

Many entrepreneurs remain unaware of the consequences until it’s too late—often discovering their company has been struck off during critical moments like applying for loans, seeking investment, or bidding for contracts.

To help businesses navigate the process and avoid being delisted, here are the six critical steps for correct company registration and post-incorporation compliance, based on the provisions of CAMA:

1. Choose a Unique Business Name:

Before anything else, select two distinct company names and verify their availability on the CAC online portal. To be approved, names must not be identical to existing companies, misleading, or prohibited under Section 30 of CAMA 2020. Once approved, the name can be reserved for 60 days for a fee of ₦500.

2. Prepare Key Governing Documents:

Businesses must draft a Memorandum of Association (outlining business objectives and share capital) and Articles of Association (detailing internal governance rules). These documents, which can be prepared using templates from the CAC portal, must comply with Sections 27 and 28 of CAMA 2020 and be signed by the company’s promoters.

3. Declare Share Capital:

The company’s authorized share capital must be specified, with a minimum of ₦100,000 for private companies. This is a statutory requirement under Section 27(2) of CAMA 2020, with higher share capital leading to increased filing fees and stamp duty.

4. Appoint Directors and Shareholders:

Provide the details of at least two directors (or one for small companies) and at least one shareholder. Directors must be at least 18 years old and of sound mind, as stipulated in Sections 20 and 271 of CAMA 2020. Required information includes names, addresses, occupations, and valid identification.

5. Submit Registration Documents:

All required documents, including CAC Form CAC1.1, the Memorandum and Articles of Association, and details of directors and shareholders, must be submitted via the CAC online portal. This is followed by the payment of statutory filing fees and stamp duty, which vary based on the company’s share capital.

6. Comply Post-Registration:

After receiving the Certificate of Incorporation, a company’s legal existence is confirmed. However, the work is not done. Businesses must register for a Tax Identification Number (TIN) with the Federal Inland Revenue Service (FIRS) and obtain any necessary permits. Most critically, they must file annual returns within 42 days of their company’s anniversary to avoid being delisted. This includes submitting yearly forms, declaring Persons with Significant Control (PSC), and paying all fees on schedule.

______________________________________________________________________ “Timely And Groundbreaking” — Babalola, Nnawuchi Release Casebook On Privacy & Data Protection In NigeriaA timely new publication, Casebook on Privacy & Data Protection in Nigeria, co-authored by Olumide Babalola and Uchenna Nnawuchi, 📘Casebook on Privacy & Data Protection in Nigeria is now available on Amazon: https://a.co/d/8TmFZrd ______________________________________________________________________ Groundbreaking Guide For Lawyers: Adigwe Publishes ‘Artificial Intelligence For Lawyers’ With Free Research eBook Authored by Ben Ijeoma Adigwe Esq., ACiarb (UK), LL.M, Dip. in Artificial Intelligence, Director at the Delta State Ministry of Justice, Asaba, Nigeria. How to Order: 📞 Call, Text, or WhatsApp: 08034917063 | 07055285878 📧 Email: benadigwe1@gmail.com 🌎 Website: www.benadigwe.com Ebook Version: Access it directly online at https://selar.com/prv626 ______________________________________________________________________ Explore Nigeria’s Constitutional System — 17 Chapters, 924 Pages Of Insight By Prof. Hagler Sunny Okorie
“Constitutional Law and Constitutionalism in Nigeria” By Prof. Hagler Sunny Okorie
Call to Order Your Copy: 📞 0803 766 7945 | 0802 863 6615 | 0803 225 3813 ✉️ haglersoco@gmail.com 🏢 Winners Chambers, 135 Ehi Road, Aba, Abia State ___________________________________________________________________ The books are available for purchase at: Online: www.educodex.com | www.selar.com | www.amazon.com | www.mikeozekhome.com Enquiries: +234 704 044 9375 | +234 814 813 4773 | +234 816 872 3532 Email: educodexl@gmail.com ______________________________________________________________________

[A MUST HAVE] Evidence Act Demystified With Recent And Contemporary Cases And Materials

“Evidence Act: Complete Annotation” by renowned legal experts Sanni & Etti.

Available now for NGN 40,000 at ASC Publications, 10, Boyle Street, Onikan, Lagos. Beside High Court, TBS. Email publications@ayindesanni.com or WhatsApp +2347056667384. Purchase Link: https://paystack.com/buy/evidence-act-complete-annotation ______________________________________________________________________ Alexander Payne Co. Law Reports

Contact & Orders 📞 0704 444 4777 | 0704 444 4999 | 0818 199 9888 🌐 www.alexandernigeria.com