10 Aug How to Register a company in Nigeria with the CAC using your Phone in 2017
YES! IT is possible, BUT…
This post will walk you through the step-by-step process on how to register a company in Nigeria with the CAC using your Phone. This guide is for private limited companies only.
The CAC company registration process has become largely automated online. Most of the processes do not require visiting the CAC offices anymore except where the documents submitted online are queried.
This article aims to take you through the new online company registration process. However, we must add that if you intend to register your company you still need a lawyer for two reasons:
- The online forms are still required to be signed off by a CAC registered agent which can be a lawyer or other recognised professional registered with CAC for the purpose
- Company registration is a technical issue with a lot of legal angles involved. Please do not attempt to use common sense. We have seen instances where persons fill the forms in ways that make it impossible to run their company efficiently. They came to us after ruining the entire process and had to pay more than they would have paid in the first place. Talk about being penny wise, pound foolish.
Step 1: The Name Availability Search
The first online process required to register a company with the CAC is the name availability search. The name availability search will let you know if your desired company name is available online. This step is mandatory for all company types. It usually takes 1-2 business days to reserve your desired company name. You will be required to provide two name options which will be checked against CAC’s database of names after which you will be informed of the availability of any of the names.
formal job offer acceptance letter
Please not that Steps 2, 3, 4, and 6 have been compiled by the CAC into the new CAC Form 1.1 as of March 27, 2017.
Step 2: Fill out the Form CAC 1.1
The Form CAC 1.1 requires the provision of key information fundamental for your new company. We will discuss these information below:
a. Authorised Share Capital: The company’s authorised share capital is the amount of shares which you want your company to have. 10 thousand Naira share capital is the minimum amount allowed under Nigerian company law. It is also at this point that you decide how these shares will be divided between the founders.(Again, please get a registered agent to help you with this process so you do not make mistakes)
b. Particulars of the Company Secretary
The company secretary is a requirement for all private companies in Nigeria.
There are no special qualifications for the company secretary. Anyone can fill this role. It’s up to you. However, we recommend that you pick someone who is organised and has a basic knowledge of meetings, company resolutions and the general workings of companies under Nigerian law.
c. Particulars of Company Directors
In this part of the CAC Form 1.1, you will list all relevant information of the company directors including their addresses, occupations etc. Each director must also have a nationally recognised ID card.
Step 3: Filling out the Memorandum of Association and Articles of Association
The Memorandum and Articles of Association (together referred to as the MEMART) are the foundational documents of the new company. In related terms, both documents form the constitution of the company. The new CAC registration process already has template forms which can be either adopted or edited as the promoter (A promoter is the person seeking to regiater the company and carry out all other functions to achieve this registration) pleases. In MEMART, you will also be required to list out the company’s main objectives, along with the shares already assigned to each of the directors following from the information filled in Form CAC 1.1. This document must be signed by a witness. This is a very sensitive item and a lot of people mess this up. Again, please get a lawyer to help you with this.
Step 4: Filling the CAC Authorised Agent Form
This form is to be filled by an authorised agent of the CAC who has been permitted by the CAC to carry out registration duties. This is the point where having a lawyer is clearly mandatory. While there are other professionals who can be authorised agents, we advise that a lawyer will add more value by advising you on how to properly structure your company under the law.
Step 5: Paying CAC registration fees
After filling out all the necessary information online. The CAC portal provides you with a portal to pay your CAC registration fees. The portal also calculates the amount of fees you need to pay based on the volume of your share capital. You can use any of the options provided in the CAC payment portal including, using the Remita portal, online banking, using your debit card etc. Immediately CAC receives payment of your fees, it produces an electronic receipt stating how much you have paid and stores it on your company registration page.
Step 6: payment of Stamp Duties
After paying CAC registration fees, you will also need to pay the FIRS Stamp Duties on the documents. YES! this can now also be done online. Stamp duties are often calculated at the rate of 7,500 naira for every One million Naira. As with the CAC registration fees, you can use any of the options provided by the CAC online portal to pay for stamp duties. Once the stamp duties payments are made, the portal provides the documents with digital stamps on all the pages of the Form CAC 1.1 and the MEMART which shows that all stamp duty payments have been made.
Step 7: Getting signatures
Unfortunately, at this point the process will have to continue offline. This is because Nigerian law today is yet to recognise digital signatures and so wet ink signatures are still required. So the Form CAC 1.1 and the MEMART filled and stamped online will have to be printed and signed by all necessary parties including, the directors, shareholders, witnesses and accredited CAC agents. Once this is done the signed documents should be scanned and prepared for final upload to the CAC portal.
Step 8: Final upload
After obtaining all necessary signatures, it is now time to upload all documents into the special document upload section of the CAC portal. The CAC provides a special portal for receiving all the documents required for final assessment by the commission.
The documents that must be uploaded on this portal include:
- The Form CAC 1.1
- The MEMART of the new company
- The Name availability notification from CAC
- The means of identification of all necessary parties
- CAC receipt for payment of registration fees
After uploading these documents the CAC will generally take about 48-72 hours to asses the documents and if there is no query a notification will be sent informing you of the company’s registration with the Company’s new RC Number
Step 9: Collecting Original Certificate of Incorporation at the CAC local offices or collection points
This is the final stage where original documents uploaded to the CAC portal are taken to the local CAC office to collect the original certificate of incorporation of the new company. Please note that part of the information that will be required at the beginning of the process is the venue of the collection office. Make sure you choose the closest CAC office near you.
And these are the steps for registering your company in Nigeria with the CAC straight from your phone. As you would have noticed, despite the simplified process, you still need a lawyer. If you are thinking of registering a company soon, hit us up at firstname.lastname@example.org or drop your comments below. We are always quick to respond.
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