Company Formation & Registration Company Secretarial Services in Nigeria

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COMPANY REGISTRATION AND COMPANY FORMATION SERVICES

Registration of any legal business in Nigeria must go through the Corporate Affairs Commission (CAC).  Formation of a company has to do with registering the company as a limited liability company which makes it a distinct and separate entity. Then the company becomes an independent person in the eyes of the law separate from its owners in terms of finances, property ownership, liabilities, and contract agreements

The CAC is a federal government agency that is responsible for registration of all companies that has its offices spread across the nation. The primary reason for setting up a company is make profit

The law guiding the procedures for company formation in Nigeria is the Companies and Allied Matters Act, (CAMA) Laws of the Federation of Nigeria (2004). The Act is the guidelines for the formation of any types of companies in Nigeria and other ancillary matters.

At Qeeva Advisory Limited, we are experts in rendering company registration and company formation services in Nigeria with over 12 years of experience working with clients from different sectors such as manufacturing, food, oil and gas, financials, construction and non-governmental organizations

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TYPES OF COMPANIES IN NIGERIA

According to Corporate Affairs Commission (CAC) official website, there are 4 types of companies that can be registered in Nigeria.  They are

Public limited company

A public limited company has the ability to sell its shares to the public through the stock exchange. These type of companies have offered to the public the opportunity to subscribe to its shares and become shareholders thereby being part of the owners of the company.

Public limited companies has a high number of statutory requirements, which is one of the reasons individuals starting a new business hardly adopt this form of business enterprise

Private limited company

A private limited company is a separate legal entity on its own which means it is separate from its owners and shareholders. They do not offer their shares for public subscription. Among the four companies mentioned, the private limited company is the most used forms of business organization adopted by Nigerians as it is the only one that can be registered swiftly

Companies limited by guarantee

This form of business venture is not meant for profit making and is mostly set up by charitable organizations. This type of company doesn’t have shareholders and is not owned by members and they do not receive any profit. They mostly include churches, non-governmental organizations and orphanage homes. Before companies limited by guarantee are registered, they have to receive the consent of the Attorney General of the Federation.

Unlimited companies

This form of business enterprise is mostly recommended to be used as a parent company wanting to have subsidiaries with unlimited risk. It is not suitable for individuals that want to start up a new business as cannot limit the risk or liability that will incurred in an unlimited company

Among the four companies mentioned above, the private limited company is the most used forms of business organization adopted by Nigerians

WHY YOU SHOULD REGISTER YOUR BUSINESS

  • It allows one avoid personal risks and liabilities

Registering your business as a business owner will ensure that your personal risks and liabilities are eliminated. The personal assets of the owner cannot be seized to pay back the debt incurred by the business when the business has been registered as a separate legal entity

  • It attract investors and loan financing

Registering your business will increase the business ability to attract investors and financing that will ensure raising money for the business venture easier and stress free. Investors will only place their trust in businesses that are registered and not the ones that are not registered. Banks and financial institutions will also grant loans only to companies that are registered under CAC

  • Equity financing

It also opens another source of financing in the form of equity which is gotten by selling shares of the company to equity shareholders, angel investors and venture capitalists. Equity financing has its advantages especially when money raised does not have to be repaid and it incurs no interest. The only payment the business makes is dividend payment when profit is made

  • Reputation

Registering your company in Nigeria boosts the reputation of the company. It ensures stakeholders, prospective investors and the general public that the company is fully committed to its work and has more stability.

  • Perpetual Succession

Registering your business ensures that the company has unlimited lifespan. This simply means the company will continue to exist whether the owners or director dies or leaves the company. This will allow the business to outlive the owner and even beyond generations except where the business is wound up by a court

  • Access to a corporate bank account

Registering a business in Nigeria ensures that the business has access to a corporate bank account that will enable the owner to separate personal activities from that of business activities.

  • Legal protection and unique identity

Once a business has registered with the Corporate Affairs Commission (CAC), the business name becomes unique and nobody in the country can use the business name or anything close to it. Registering your business protects your corporate image, business name and brand.

REASONS WHY CAC MAY REJECT YOUR COMPANY FORMATION

The following are the reasons why Corporate Affairs Commission (CAC) may disapprove your company’s formation when:

  1. The company is already owned by another entity
  2. A company name contains a ‘sensitive’ word or expression.
  3. Company share structure is incorrect.
  4. There is a problem with an officer’s authentication.
  5. A registered office address has not been included, incorrect or it is situated in the wrong state
  6. The statement of capital is incomplete or missing.
  7. The articles of association have not been included.

PROCEDURE AND REQUIREMENTS FOR REGISTERING A COMPANY IN NIGERIA

  • Decide on the Business structure

The business owner has to choose the business structure that is suitable when starting a new business or acquiring an existing business. The four main types that a prospective business owner can adopt are sole proprietorship, partnerships, incorporated trustees, and companies. The business structure varies with cost, tax paid and risks

  • Decide on the business organization registrable in Nigeria

They include:

  1. A company limited by shares (Ltd or Plc in short form)
  2.  A company limited by guarantee (Ltd/Gte in short form)
  3.  An unlimited liability company (Ultd in short form)
  4.  Incorporated Trustees (Not for profit organizations)
  5.   Business name or unincorporated organizations ( Sole proprietors and Partnership businesses
  • Reserve a name

The business owner will choose a unique name that is not in conformity to other names that are already registered. The name must not be identical with that of another company

  • Register the name

After the name has been formulated, it must be registered with the Corporate Affairs Commission as a business name or a company

  • Preparation of the company incorporation deed

Companies must have the Memorandum of association and Article of association. We at Qeeva Advisory Limited can help draft both that will suit the type of business structure you want to formulate

  • The company share structure must be decided

All the various categories of a company share issued by a company in Nigeria must carry one vote in respect of each share.  A company must have at least 2 directors (non-employee shareholders). However, private companies must not have more than 50 non-employee shareholders.

  • The company directors

A company must have directors in the company whether foreign or resident. The directors in the organization must be at least 2 in number

  • Registration with the tax authorities

Proper registration must be done with the relevant tax authority which the office is situated in and the Federal Inland Revenue Service (FIRS).  Companies must register with the FIRS and obtain a Tax Identification Number (TIN) and a Value Added Tax (VAT) number. Filling of financial returns must be done within 18 months of incorporation/registration and must be completed and filed within 42 days after the organization’s Annual General Meeting

The corporate tax or Company Income tax (CIT) is 30% while the Value Added tax charged on goods and services is 7.5%

  • Find a suitable office space

If you are looking to acquire an office space, we at Qeeva Advisory Limited can assist you in the acquisition and searching through available options

  • Register your trademark

Trademark registration must be done if the company wants to protect its intellectual assets

  • Obtain a License

Companies must obtain a license from the relevant regulatory agencies depending on the type of business they want to venture into. These agencies in Nigeria includes National Agency for Food and Drug Administration and Control (NAFDAC), Nigerian Investment Promotion Commission (NIPC), Nigerian Exports Promotion Council (NEPC), National Office for Technology Acquisition and Promotion (NOTAP), Nigerian Customs Service, Central Bank of Nigeria (CBN) etc.

  • Issue Employment contracts

Qeeva Advisory Limited can help you formulate employment contracts and a work manual for your employees and we will also aid you in complying with rules under the Labour Act

  • Perform Administrative duties

The administrative duties include submitting and filing annual tax returns to the relevant tax authority. These various taxes include the Value Added Tax (VAT), Company Income Tax (CIT), Capital Gains Tax (CGT), Transfer Pricing and other relevant adhere

  • Acquiring a Nigerian company

This is an alternative to starting up a new business. One can acquire an existing business with structures in place. Investors interested in acquiring a Nigerian company may have to make a formal bid.

  • Listing on the Nigerian stock exchange

The Nigerian Stock exchange (NSE) is a stock market that allows access to long term capital gotten from shareholders who acquire the shares of the company. In order to ensure that your company is listed on the stock exchange, your company will need to fulfil the requirements that are set out in the stock exchange listing rules

  • Operations of Foreign companies in Nigeria

In Nigeria, foreign investors hold a 100% equity stake in a company. This means that it is not needed for a citizen to hold part of the equity stake in the company. Any foreign company wishing to operate in Nigeria should take all steps necessary to obtain incorporation of the Nigerian subsidiary as a separate entity in Nigeria for that purpose.

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REQUIREMENTS FOR REGISTERING YOUR COMPANY IN NIGERIA

It is advisable for any one that wants to register a company to seek the skills and experience of consultants or experts like Qeeva Advisory Limited who has registered over a hundred (100) companies in Nigeria. Corporate Affairs Commission (CAC) has made it easy for individuals willing to by providing online registration on their portal although the services of accredited agents and lawyers are needed for attestation of the incorporation documents. The following information must be provided:

  • Name of the proposed company (two names are to be submitted by the applicant).  The two name includes the proposed name of the company and an alternative name
  • Objects of the proposed company (summary of the work or business the company intend to engage in)
  • A company must have at least 2 directors (non-employee shareholders)
  • Names, addresses and email of the shareholders( the shareholders can also be known as the directors)
  • The sharing formula or ratio of the company shares among the shareholders.
  • Names, addresses and email of the first directors of the company (the same shareholders are qualified to also be directors).
  • Copies of the means of identification of the shareholders and directors, such as driver license, international passports etc.
  • The availability check and reservation of the name of the proposed company must be conducted with the Nigerian company’s registration agency which is the Corporate Affairs Commission (CAC).

After which we at Qeeva Advisory Limited make preparation of all the relevant incorporation documents. They include

  • Duly verified particulars of the director and statement of share capital known as CAC Form 1.1
  • Duly stamped Memorandum and Articles of Association
  • The individual completes all the incorporation documents with the input of an accredited lawyer to duly attest to the incorporation documents.
  • The payment of the prescribed fees will now be duly made online and the incorporation documents immediately stamped online.
  • The stamped incorporation documents will now be duly uploaded into the CAC online portal again for the final review of the commission
  • If all the incorporation documents are well completed and executed, the commission will incorporate the company and issue an incorporation number immediately online.
  • Certificate of Incorporation and the Certified True Copies of the other documents will be issued by CAC and received by the consultant or lawyer, usually in less than 48 hours after the company is duly incorporated by CAC

OUR COMPANY REGISTRATION AND FORMATION SERVICES

At Qeeva Advisory Limited, we offer the following company registration and company formation services:

  • Advisory on the structure, form of company to form or register in Nigeria
  • Conducting Name Availability Search on the Companies Registry/at Corporate Affairs Commission
  • Company Registration/Forming the Company
  • License registration
  • Work visas application
  • Office rental solutions
  • Human resource strategies
  • Preparation of First Board Minutes
  • Keeping of the Complete Statutory Books as demanded by the Companies Act
  • Printing of Share Certificate
  • Preparing customized Articles of Association when needed;
  • Obtaining exemption from taxes as in the cases of Private Company, Limited by Guarantee as a Charity
  • Offering advice on Group Company formation, Joint Ventures, Mergers/Acquisitions and Shareholders Agreements.
  • Post Incorporation Services if required by our client. They include
  1. Changes /alterations to companies name, registered office, directors, accounting year
  2. File Board minutes and resolutions and filings
  3. Re-allotment and transfer of shares
  4. Reconstitution of statutory books
  5. Alteration to Memorandum and Articles of association
  6. Preparation for Annual General Meeting and Board Meetings
  • Registration with Federal Inland Revenue System, NIPC, NITDA
  • Local Resident Office Address
  • VAT and PAYE registration
  • Advice on business legislation and regulations
  • Support with opening a business bank account
  • Corporation tax registration
  • Bookkeeping advice and annual accounts preparation
  • Advice on accounting software
  • Market Intelligence
  • Government Licenses & Approvals
  • Recruitment
  •  Corporate Identity Design

In addition to the services above, we also review compliance with

  • Company Income Tax Act 2007:
  • Personal Income Tax 2007(PAYE, Direct Taxation(Self-Assessment)
  • Capital Gains Tax Act
  • Value Added Tax Act 2007
  • Withholding Tax
  • Pension Reforms Act 2004
  • Employee Compensation Act 2010
  • Industrial Training Fund Act
  • Labour Act Cap L1 LFN 2004
  •  Immigration Act, Cap 11 LFN 2004
  • Nigerian Investment Promotion Commission Act. Chapter N117. (Decree No 16 of 1995)
  • National Housing Fund Act
  • Industrial Inspectorate Act (IIA) Cap I8 Laws of. Federation of Nigeria (LFN) 2004
  • Foreign Exchange (Monitoring and Miscellaneous Provisions) Act
  • LFN 2004 (FEMMPA, Federal Ministry of Interior Immigration Regulation 1963)

COST OF A COMPANY REGISTRATION IN NIGERIA

The cost of company registration in Nigeria depends on the number of the share capital of the proposed company to be registered. The higher the share capital of a company, the higher the filing fee and stamp duty payable to the government.

The CAC official filing fees and stamp duty for a typical new company of One Million Naira (N1, 000,000) shares capital are as follows:

Name Reservation: N500

CAC Filing Fee: N15, 000

Stamp Duty:   N8, 000

The fees above doesn’t include the cost of attestation by a practitioner and the consulting fee

WHY YOU SHOULD HIRE US

Timely

We are time conscious and we deliver our work within the specified time frame as long all the relevant documents are provided by our clients

Variety of services

At Qeeva Advisory Limited, we provide a variety of services that will help our clients and save time in the formation of the company

Assurance

We offer you an efficient and reliable company secretarial service which is cost-effective and proactive so you can rest assured that your group complies with company law.

We render full company secretarial audit services to our client. Our Services cover: review of Statutory Books of a Company: For purpose of disclosure and transparency, the CAMA requires every incorporated company in Nigeria to maintain the following statutory books for ease of adminsitration:

  1. Register of Members
  2. Register of Interest in shares
  3. Register of Charges
  4. Register of Debenture holder
  5. Minute books
  6. Register of Director’s Shareholdings
  7. Register of Directors and Secretaries
  8. Accounting records.

In addition, for companies listed or in specific industry the industries additional requirements applies.

In addition, we also review compliance with

  • Company Income Tax Act 2007:
  • Personal Income Tax 2007(PAYE, Direct Taxation(Self Assessment),Capital Gains Tax Act,Value Added Tax Act 2007,Withholding Tax
  • Pension Reforms Act 2004,Employee Compensation Act 2010,Industrial Training Fund Act
  • Labour Act Cap L1 LFN 2004, Immigration Act, Cap 11 LFN 2004., Nigerian Investment Promotion Commission Act. Chapter N117. (Decree No 16 of 1995),National Housing Fund Act, Industrial Inspectorate Act (IIA) Cap I8 Laws of. Federation of Nigeria (LFN) 2004, Foreign Exchange (Monitoring and Miscellaneous Provisions) Act, LFN 2004 (FEMMPA, Federal Ministry of Interior Immigration Regulation 1963.

Company formations

We can assist with all your company formation requirements including private, public or guarantee companies, limited liability partnerships, residents’ management companies and tailor made charitable companies. Entities can be incorporated on a same day basis using our electronic incorporation software

We offer Company Formation and that all that is required to carry out Company Registration or Company Formation in Nigeria. Whether the Company is a Private Limited Liability Company Limited by Shares or Guarantee,(LTD or LTD/GTE) or Public Limited Liability Company (PLC), we can help with all that is required to completion.

Our service include:

  • Advisory on the structure, form of company to form or register in Nigeria
  • Conducting Name Availability Search on the Companies Registry/at Corporate Affairs Commission;
  • Company Registration/Forming the Company
  • Preparation of First Board Minutes
  • Keeping of the Complete Statutory Books as demanded by the Companies Act
  • Printing of Share Certificate;
  • Preparing customized Articles of Association when needed;
  • Obtaining exemption from taxes as in the cases of Private Company, Limited by Guarantee as a Charity;and
  • Offering advice on Group Company formation, Joint Ventures, Mergers/Acquisitions and Shareholders Agreements.

Experience

With over 12 years of experience, we at Qeeva Advisory Limited can ensure the smooth running of operations in the process of registering your company

Virtual services

Irrespective of where our clients are, we provide our services without them coming to our office site. We leverage on the use of modern technology

Cost effective

Regardless of the type of company our clients wants to register, our services are very affordable

Registering a company in Nigeria will take at least 48 hours if all the necessary documents are provided. Registering a company brings more benefits than not registering at all.

Company Registration in Nigeria: Our Pricing

LIMITED COMPANIES – COMPANY FORMATION PACKAGES

Business & Company Formations provide company packages to suit all budgets.

Get Value For Money – Our Prices

We draft, prepare and administer to all of the legal documents required to register your limited company. Legal documents) are generally sent to you same day (during normal working hours) for approval and signing. Full legal administration is included in all our limited companies packs. This means that we administer to your new company formation from start to finish!
All limited company formation package prices include VAT, Companies Registration statutiry fees, post and packaging.

Business Name Registration: ₦30,000

Required: Name of Company, Nature of Business (Not more than 3), Address of Company, Name & Address of Proprietor or Partners, Valid Means of Identification of Promoter(s), 2 Passport Photographs, Certificate of Competency(If required)

Standard Company Registration (Private Limited Company: N80,000, N1,000,000 Authorized Share Capital

Required: Names of Company (Suggest 2 Names), Names & Addresses of Directors, Names & Address of Shareholders and how the Authorized Share Capital is distributed, object of the Company, Valid Means of Identification of the Directors/Shareholders.

For the cost conscious entrepreneur. Get started! This Basic Company Formation service provides the basic legal incorporation package required to incorporate/register your new company.

Executive Company Registration: ₦400,000

The Executive Company Formation service includes all of the comprehensive” Professional” Company Formation package detailed above and the preparation of your company’s First Annual Return, VAT/TIN Registration, Tax Clearance within 6months of Incorporation, Attendance of First Board AGM Meeting, Company Seal, Website & Email Addresses.

Professional Company Formation: Negotiable

A more comprehensive company formation package that includes the drafting of your company’s first minutes, issue of share certificates and the provision of a Hardbound Company Register and Company seal, Statutory Books, VAT/TIN Registration, Tax Clearance within 6months of Incorporation, Attendance of First Board AGM Meeting, Company Seal, Website & Email Addresses, Business Plan

Private Company Limited by Guarantee: ₦200,000

Includes drafting of Memorandum & Articles of Association, Obtaining Consents of Attorney-General, payment of Statutory Filing fees

Association/Clubs/Churches, Non-Governmental Organizations-₦200,000

This service provides for the preparation and incorporation the draft Constitution, Special Clauses, Newspaper Publication, Court Affidavits, Minutes of Meeting required for registration.

Compliance with Companies Act

We offer full company secretarial service on a retainer basis offering you peace of mind and control of your costs and avoiding penalties.

Qeeva Advisory offers:

Maintenance of statutory books viz

  1. Register of Members
  2. Register of Interest in shares
  3. Register of Charges
  4. Register of Debenture holder
  5. Minute books
  6. Register of Director’s Shareholdings
  7. Register of Directors and Secretaries
  8. Accounting records.

We also file Annual Returns, alongside Audited Financial Statement. Our Sister Company help with preparation of the Audited Financial Statements.

Post-Incorporation Services

Companies typically may require changes to their records with the Companies Registry. To this end, we offer:

Changes /alterations to companies name, registered office, directors, accounting year .

File Board minutes and resolutions and filings;

Re-allotment and transfer of shares;

Reconstitution of statutory books;

Alteration to Memorandum and Articles of association;

Preparation for Annual General Meeting and Board Meetings.

At Qeeva Advisory Limited, we provide a range of services that will be helpful for a business owner in the process of registering the business. Our team consists of chartered accountants, lawyers, project managers and experts with vast experience in company registration and company formation services in Nigeria. Contact us now on

We act as Company Secretaries, Nominees and also help you with Compliance with the Companies and Allied Matters Act, Law of Federation 2004. We can offer this service for a fixed annual fees saving you of the burden of thinking about compliance and also bring into bear our strong advisory skills on Corporate Governance to support your goals. We are expects in Company Registration, Business Registration, Company Formation in Nigeria.

Our practice is led by Matthew OGAGAVWORIA, FCA, a Chartered Accountant and has been providing company secretarial services to Clients for over 25years.  Clients he has worked span manufacturing, construction, financial, oil & gas, trading, food and non-governmental organizations.

For more information;Call 08023200801, 08075765799, Email: info@qeeva.com

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