PROCEDURE FOR INCORPORATION OF A COMPANY

CAMA provides under Part A for the procedure of incorporation for limited and unlimited liability companies, and also for companies limited by guarantee. The procedure is as follows:

Step A: Reservation of Name
This is the first step prior to the incorporation of any company in Nigeria.
An investor is required to supply proposed alternative name options for the Company in the prescribed form to the CAC.

The CAC will then determine whether or not any of the proposed names are available for use. Where any are deemed available and approved by the CAC, one of the options will be reserved for that particular investor for a period of sixty days to allow for incorporation.

Step B: Submission of the following documents to the CAC:
• The approved reservation of name form
• Duly Completed Incorporation Forms
• Duly stamped Memorandum and Article of Association (2 copies)
• Certification of proficiency where required.
• Copies of Means of Identification of the Directors
Step C: Payment of the prescribed fees and stamp duties at the Bank Desk at the CAC

Step D: Incorporation and provision of Certificate

OTHER REQUIREMENTS FOR COMPANY REGISTRATION
CAMA requires a minimum of two directors and two shareholders to form a company. The directors and shareholders can be of any nationality, and need not be resident of Nigeria.

CAMA requires every foreign company who intends to do business in Nigeria to register a separate entity in Nigeria for that purpose. Notwithstanding this requirement, the law created instances where a foreign company can be exempted from the requirement of registration.

Please note that foreign investors may own up to 100% of any Nigerian business except in the Maritime sector as provided in the Cabotage Act.

Every company after registration is required to disclose on its letterhead papers, the following;
• Name of the company/Business Name
• Registered Address of the Company/Business Name
• RC Number/BN Number of the Company
• Names of Directors of the Company