The Corporate Affairs Commission (CAC) of Nigeria was established in 1990 of the Companies and Allied Matters Decree no 1 (CAMD) 1990 as amended, now on Act Cap C20 Laws of the federation of Nigeria. It is an autonomous body charged with the responsibility to regulate the formation and management of companies in Nigeria.
Functions of Corporate Affairs Commission (CAC):
To administer the Act, including the regulation and supervision of the formation, incorporation, management and winding up of companies.
Steps on how to register a public and private limited company:
- Check for availability of proposed company name.
- Reserve a new Name.
- Complete pre-registration form – CAC1.1.
- Pay filing fee to CAC.
- Pay Stamp duty fee to FIRS
Steps 3-5 can be completed on the company registration portal.
- Prepare the signed scan copy of your pre-registration documents for upload as follows:
Memorandum and Article of Association (MEMART)
Proficiency certificate (where applicable)
Recognized form of identification for Director(s)/Subscriber(s) and Secretary
Stamp duty receipt
Evidence of payment to CAC.
- Upload the scanned documents for processing.
- Submit the original copies of the documents uploaded at step 6 (Form CAC1.1, MEMART, etc) to the CAC office you had selected in exchange for your certificate and the Certified True Copies of the documents.
Steps on how to register a Limited company by Guarantee:
1. Check for Name Availability.
2. Reserve a Name.
3. Fill CAC1.1 Form.
4. Pay appropriate Stamp duty fee to Federal Board of Inland Revenue Service
5. Pay filing fee to Corporate Affairs Commission
6. Scan and save as PDF format the duly completed Form CAC1.1 together with Memorandum and Articles of Association (MEMART), recognized form of identification for Director(s)/Subscriber(s) and Secretary. Upload the scanned documents for processing.
7. The Commission is obliged to obtain approval of the Attorney General of the Federation before registration of the Company Limited by Guarantee.
How to convert and Re-register a private company as public:
1. A special resolution signed by at least two directors to convert and register the company.
2. Memorandum and Articles of Association as required under CAMA for public companies.
3. Written statement by the Directors in respect of share capital.
4. A balance sheet as at the date of the resolution or the preceding six months.
5. A statement must show that the paid-up capital of the company as at the date of the application is not less than 25 percent of the authorized share capital.
6. A copy of any prospectus or statement in lieu of prospectus delivered within 12 months to Commission.
7. Payment of filing fees.
8. Annual Returns to be filed up to date.
9. Evidence of S.636 (in the case of banks etc).
Re -registration of the Limited company as Limited by Shares:
1. A special resolution stating the proposed share capital and requisite alterations in the Articles.
2. Application in the prescribed form signed by at least two directors and secretary.
3. Memorandum as altered in pursuance of the resolution.
4. Articles so altered.
5. Company’s balance sheet as at the date of the resolution or the precedent six months.
6. A statutory declaration in the prescribed form by two directors and the Company Secretary that the special resolution required by Section 50 of the CAMA has been passed, and that the company ‘s net assets are not less than the aggregate of the paid-up share capital and undistributable reserves.
7. Copy of prospectus or statement in lieu of prospectus delivered within the preceding 12 months to the Securities and Exchange Commission
8. Payment of filing fees.