Registration of companies in Nigeria is easy and seamless for those who are familiar with the Nigerian law, the company classifications and necessary requirements for the digital incorporation procedure of the Corporate Affairs Commission (CAC) using the https://pre.cac.gov.ng/.
There are about 11 pages of the CAC Pre-Incorporation process after a proposed company’s name has been approved for commencement of registration, namely:
1. Entity Details Page: This entails the company’s principal activity and description, registered address, phone number, email and head office address (if different from the registered address). Filling this section should be done with care. Where there is no dedicated phone number for the company, a shareholder’s or director’s phone can be used for the company just to complete the registration.
2. Object of Memorandum Page: The objects of the company must be set out and saved separately and not lumped together. It is advisable to limit the object clause to the main business the company seeks to do immediately rather adding plethora of business activities which the promoters desire to venture into in the future.
3. Articles of Association Page: The CAC portal already contains a default Articles of Association that can be adopted or adapted for the company’s use. Names and other details of a witness to the Memorandum and Articles should be inputed. Please note that a subscriber cannot be a witness. A witness must be an outsider, not one of the shareholders or subscribers.
4. Directors Page: This page requires the details of the directors which should be processed for each director (one after the other) and saved properly before proceeding to the next page of the Pre-Incorporation process. This page also requires the unique number of the director’s means of identification (which would be uploaded amongst other documents in page 9). For Nigerian director, the means of identification is the National Identification Number (NIN) Card, whilst foreigners are required to present the data page of their international passport.
5. Secretary Page: This relates to the company secretary and it is to be filled in the same manner as the Directors page above. Company secretary is required for big companies and any company with foreign director or shareholder.
6. Statement of Issued Capital Page: This relates to the prescribed minimum share capital of a company sought to be registered. Anyone seeking to register a company in Nigeria should be knowledgeable about the minimum share capital requirement for a proposed company in Nigeria to avoid delayed approval or needless query on registration application. Fortunately, the CAC portal now has some inbuilt features or capacity to flag inadequate share capital such that where the amount of share capital inputed into the portal is less than the required minimum, the system will flag it. In fact, now the system will automatically indicate the required minimum share capital as soon as the type of business (e.g. manufacturing, money lender, micro finance bank, shipping company, etc.) is indicated. Another point to note is that all the company’s shares must be fully issued or allotted to the subscriber(s) at the time of filling the application for registration.
3. Failure of Registration or Stamp Duty Payment to Process Successfully: Sometimes payments made to CAC or FIRS may not process successfully on the CAC portal and this sometimes delays the application form moving from the “NOT SUBMITTED” folder to “PENDING APPROVAL” folder, as already discussed above. Usually, there are customer complaints channels for resolving such issues. Unless the payment issues are resolved, the application will hang and consequently, CAC’s approval will be delayed.
4. Improper Upload of Documents: All documents to be uploaded must be thoroughly checked. All identity cards of directors, shareholders, company secretary must be combined in one single pdf document and uploaded together. The electronic signatures are to be uploaded separately against each person’s name which the portal would have shown. Certificate of corporate shareholder or PSC should be uploaded as well as their resolutions approving the new incorporation, where applicable.
5. Technical Glitch with CAC Portal: This happens when the CAC server is down or there are other technical problems leading to malfunction of the portal. Usually, this factor is beyond the control of the applicants or presenters, and, as such, all applications may have to wait till the glitch has been resolved by the CAC technical team.
