Do you intend to incorporate a public limited company? Or a private company limited by shares? We offer these services.
Procedure for Incorporation of a Public Limited Company
- Select in order of preference, a few suitable names each of which should indicate as far as possible the main objective of the proposed company.
- Avoid names which resemble too closely or are the same as the names of any other company already registered.
- Ensure that the names do not 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.
- Apply to the Corporate Affairs Commission to ascertain which of the names selected by you is available.
- The Commission will ordinarily inform you within certain period from the submission of your application whether any of the names applied for is available. If the name is not available, you will have to apply again selecting fresh names.
- Get the Memorandum and Articles of Association suitably drafted.
- If you want to have the shares of your proposed company to be enlisted with a recognized stock exchange, then submit the draft of the proposed memorandum and articles of association to the stock exchange well in advance for its scrutiny and provisional approval.
- Get both the Memorandum and Articles of Association signed by each subscriber, each of whom will also write his names, occupation, address and number of shares subscribed for. There will be at least one witness to these signatures. (SS27 (20(c) 27(5) 34(3)(c)). These two documents may be signed on behalf of the subscribers by their agents duly authorized by power of attorney. An illiterate subscriber should impress his thumb impression or mark which is described by the person writing for him.
- Get both the Memorandum and Articles of Association stamped.
- Both documents will then be dated.
- Get the Memorandum and Article of Statement of nominal share capital form stamped at the Stamp Duties office.
- Get also the following forms duly filled up and signed:(i) Declaration of compliance in form C.0.1 (S.35(3))
(ii) Notice of the address of the registered office of the company in form C.0.6
(iii) Particulars of Directors in form C.0.7
(iv) Particulars of Secretaries in form C.0.7A
(v) Statement of nominal share capital form signed by at least one of the Directors of the company (S.35(1)(d))
(vi) Availability of name form duly signed by an officer of the C.A.C. (S35(2)(e))(Forms stated in sub-items (ii) and (iii), though required within 30 days of incorporation of the company, are generally filed together with the Memorandum and Articles of Association). - The Memorandum and Articles of Association together with all forms listed above, after payment has been made at the stamp duty office, must be presented with the original copy of the revenue collector’s receipt, to the verification officer in a file jacket, and not loosely.
- If the verification officer (a legal practitioner) certifies that the documents are in order, it will then be passed to the assessment officer to assess the registration fee, but if not, the document will be returned at this stage to the applicant.
- From the assessment officer, it passes on to the accounts section for payment of the registration fee. Photostat copies of the receipt of stamp duty and registration fee respectively will be made and attached to the memorandum for easy confirmation of payment. At this stage the applicant’s agent will be advised to call back in a few weeks time to collect the certificate.
- From the accounts section, the documents will be forwarded to the jacketing section.
- The file will from that section be passed on to the Assistant Registrar for approval.
- If it is approved, it will be sent to the registration section for registration number.
- It then goes from the registration section to the typing pool for the typing of the certificate, and from the typing pool back to the registration section for checking and sealing.
- The registration officer will thereafter forward the file to the Assistant Registrar for final checking from where it will be passed to the designated signing officer, who will sign on behalf of the Commission.
Procedure for Incorporating a Private Company Limited by Shares
- The procedure for incorporating a private company is the same as that of a public limited company with the following exceptions:(i) The total number of members shall not exceed 50, not including persons who are bonafide in the employment of the company or were while in that employment and have continued after the determination of that employment to be, members of the company. (S.22(3))
(ii) Every private company shall by its articles restrict the transfer of shares (S.22(2))
(iii) Registration of the Articles of Association with the Commission is compulsory. - The provision of scheldule 1 part II should be carefully noted while drawing up the Articles of Association.