CUSTOMER GUIDE Services Offered by the …

1 CAC CUSTOMER GUIDE CUSTOMER GUIDE . The Corporate Affairs commission (CAC) was established under the Companies and Allied Matters Act (CAMA), 1990. The commission is the Agency of Government charged with, amongst other responsibilities, the regulation and supervision of the formation, incorporation, registration and management of Companies, Business Names and Incorprated Trustees. The commission also regulates and supervises the striking off and winding up of Companies, removal of Business Names from the register and dissolution of Incorporated Trustees. The commission has its Head Offices in Abuja and offices in all the States of the Federation. Services Offered by the commission The Services Offered by the commission include the following . Regulation and supervision of the formation, incorporation, registration and management of Companies, Business Names and Incorprated Trustees Registration of changes, amendments and alterations in particulars of Companies, Business Names and Incorporated Trustees Repository for statutory records of Companies, Business Names and Incorporated Trustees including annual reports of exempted foreign companies and annual returns of Companies, Business Names and Incorporated Trustees Searches Issuance of certified true copies of certificates and extracts of filed documents Enforcement of compliance of Companies, Business Names and Incorporated Trustees with the provisions of CAMA.

2 Conducting investigations into the affairs of Companies, Business Names or Incorporated Trustees Registration of changes in share capital, mortgages, debentures, charges, etc. Registration of apppointment/discharge of Receiver/Manager Registration of appointment of Liquidator Regulation and supervision of the striking off and winding up of Companies, removal of Business Names from register and dissolution of Incorporated Trustees Express incorporation of Company Accreditation of Lawyers, Chartered Accountants and Chartered Secretaries as direct users of the Services of the commission 1|Page CAC CUSTOMER GUIDE PART A COMPANIES. Types of Companies Private Company limited by shares Private unlimited Company Public Company limited by shares Public unlimited Company Company limited by guarantee Membership of Companies Minimum of two persons for all types of Companies Maximum of 50 persons for private Companies No upper limit for public Companies Minimum Share Capital for Companies Private Companies - N10, Public Companies - N500, Note: Minimum share capital for certain businesses are as prescribed by the industry regulators from time to time Minimum Share Subscription 25% of authorised share capital Reservation of Name 60 days reservation period Prohibited Names Any name the commission considers: capable of misleading as to the nature and extent of its activities undesirable, offensive or contrary to public policy Restricted Names Any name that.

3 Is identical with or similar to the name of a registered company unless the registered company is in the course of dissolution and consents in writing contains the words Chamber of Commerce unless it is a company limited by guarantee would violate any existing trade mark or business name unless with the consent of the trade mark or business name owner would violate any incorporated trustee unless with consent of the trustees Names Requiring Consent of the 2|Page CAC CUSTOMER GUIDE commission Names that contain any of the following words: Federal, National, Regional or State Government or suggest patronage of Federal or State Government, Ministry or Department Municipal or Chartered or suggest connection with any municipality or other local authority Co-operative or Building Society Group or Holding any word suggesting temporary business arrangement, consortium Pre-Incorporation Services and Requirements Cosent to Use the Word Group Formal application for consent accompanied by the following.

4 Evidence of not less than 3 associate companies to form the Group company evidence of common membership of the associate companies resolutions of the associate companies consenting to the Group Relationship statement by majority of the directors of the proposed Group company that the share capital of the company shall not be less than the highest share capital amongst the associate companies updated annnual returns of associate companies updated section 553, CAMA filing of associate companies where applicable Consent to Use the Word Holding Formal application for consent accompanied by the following: evidence of not less than 2 subsidiary companies statement by majority of the directors of the proposed Holding company that the company shall acquire more than half in the nominal value of the share capital of each of the subsidiaries within 90 days of its incorporation updated annual returns of subsidiary companies updated section 553, CAMA filing of subsidiary companies where applicable Consent to Use the Word Consortium Formal application for consent accompanied by the following.

5 Evidence of not less than 3 companies to form the consortium evidence of registration in home country in case of a foreign company 3|Page CAC CUSTOMER GUIDE resolution of each company in the consortium consenting to the arrangement and stating the object of the consortium statutory declaration to wind up the consortium in accordance with the provisions of CAMA upon completion of the object of the consortium statement of the object of the consortium in the memorandum of association of the consortium inclusion of a clause to wind up the consortium in the articles of association of the consortium updated annual returns filing by companies forming the consortium updated section 553, CAMA filing by companies forming the consortium where applicable Foreign Nationals Foreign nationals may hold 100 percent equity in business enterprise and undertake any type of business in Nigeria except the following: production of arms, ammunitions, etc production of and dealing in narcotic drugs and psychotropic substances production of military and para-military wears and accoutrement, including those of the Police, Customs, Immigration and Prison Services such other items as the Federal Executive Council may from time to time determine on the negative list.

6 Note: Foreign nationals resident in Nigeria shall require residence permit before undertaking in part or whole any business enterprise in the country Registration of Company Requirements for registration of a company shall include the following: evidence of approval of name duly completed set of incorporation forms duly stamped Memorandum and Articles of Association evidence of consent letter where applicable proficiency certificate where applicable residence permit in case of resident foreigners photocopy of duly verified Particulars of Directors, Statement of Share Capital and Return of Allotment of Shares together with Memorandum and Articles of Association for certification as true copies duly signed and sealed resolution of the company authorising the subscription where a company subscribes to the Memorandum and Articles of Association 4|Page CAC CUSTOMER GUIDE an affidavit explaining circumstance where there is difference in the name on stamp duty receipt and name on incorporation documents Exemption of Foreign Companies Foreign engineering consultants and technical experts or companies may apply for exemption from the requirement of registration if they are in Nigeria : upon invitation by any tier of government for specific individual projects, or on behalf of a donor country or international organisation for the execution of specific individual loan project, or as foreign government-owned companies engaged solely in export promotion activities Note.

7 An application for exemption from registration shall be forwarded to the Secretary to the Government of the Federation Post Incorporation Services and Requirements Search Requirements for search on a company file include the following: duly completed application form payment of fees updated annual return filing if the application is made on behalf of the company or any of its directors or secretary CTC of Filed Documents Requirements for obtaining certified true copies of documents in the file of a company include the following: duly completed application form payment of fees updated annual return filing if the application is made on behalf of the company or any of its directors or secretary CTC of Certificate of Registration Requirements for obtaining certified true copy of certificate of registration include the following: application for CTC of certificate of registration affidavit duly sworn to by a director of the company explaining circumstance of the application updated annual returns filing updated section 553, CAMA filing where applicable payment of fees Change in 5|Page CAC CUSTOMER GUIDE Directorship Requirements for filing notice of change in directorship include the following: resolution removing or appointing director(s) duly signed by a director and secretary or 2 directors duly completed form for notice of change in particulars of directorship photocopy of information page of international passport or national identity card for each new director letter of consent where applicable residence permit where applicable resignation letters where applicable death certificate of deceased director where applicable updated annual returns filing updated section 553, CAMA filing where applicable Payment of fees Notes.

8 Notice of removal or appointment of director shall be filed with the commission within 14 days after passing of resolution for same a minor can not be appointed a director a company can not be a director but may, by resolution, appoint its representatives to the board for a given time Allotment of Shares Requirements for filing return of allotmment of shares include the following: special resolution signed by 2 directors of the company duly completed form for return of allotment photocopy of information page of international passport or national identity card for each allottee resolution of company for forfeiture of shares where applicable updated annual returns filing updated section 553, CAMA filing where applicable payment of fees Note: Notice of allotment of shares shall be filed with the commission within one month of the allotment Transfer of Shares Requirements for filing notice of transfer of shares include the following: duly stamped instrument of transfer photocopy of information page of international passport or national identity card for transferee payment of fees 6|Page CAC CUSTOMER GUIDE Note: Notice of transfer of shares shall be filed with the commission within 14.

9 Days of the transfer Transmission of Shares Requirement for filing of notice of transmission of shares include the following: photocopy of death certificate letter of administration notice of election or instrument of transfer whichever is applicable photocopy of information page of international passport or national identity card for new holder of shares or transferee Payment of fees Note: Notice of transmission of shares shall be filed with the commission within 14 days of the date of notice of election or instrument of transfer, whichever is applicable Change in Registered Office Address Requirements for filing of notice of change in registered office include the following: resolution for change of registered office address signed by a director and secretary or 2 directors duly completed form for notice of change of registered address updated annual returns filing updated section 553, CAMA filing where applicable payment of fees Notes: i.

10 Notice of change in registered address must be filed with the commission within 14 days of the change ii. Office address must be an address in Nigeria that is physical and traceable Appointment or Change of Secretary Requirements for filing of notice of appointment or change of secretary include the following: resolution of Board of Directors or the company signed by 2. directors duly completed form for particulars of person who is secretary of a company updated annual returns filing updated section 553, CAMA filing where applicable Payment of fees 7|Page CAC CUSTOMER GUIDE Note: Notice of appointment or change of secretary must be filed with the commission within 14 days of the passing of the resolution Annual Returns Requirements for filing annual retuns include the following: duly completed form for annual return audited financial statement signed by 2 directors and duly certified by a chartered accountant where applicable Payment of fees Note: Annual returns must be filed with the commission immediately after 42.