How to Register a PLC in Nigeria

How to Register a PLC in Nigeria

November 24, 2021 0

Do you know how to register a PLC in Nigeria? This post will provide you with all the details you need about this process. 

Even if it does not appear so, it is rather simple to register a PLC in Nigeria. Nigerian entrepreneurs and foreign investors can easily establish their enterprises or brands in the country. To begin with, the Corporations and Allied Matters Act (1990) established the Corporate Affairs Commission (CAC). This body governs the establishment and administration of companies in Nigeria. As such, the CAC handles the task of registering businesses in Nigeria. 

The Companies and Allied Matters Act 2020 (as amended) oversees and regulates the registration of public companies limited by shares. It backs the Corporate Affairs Commission. This government agency oversees the creation, incorporation, registration, management, and winding up of Nigerian public businesses limited by shares. We will go over the procedure and requirements for registering a PLC in Nigeria in this post.

Defining a Public Company

A public company is defined in Section 24 of CAMA. It is any firm that is not a private corporation and is designated as such in its memorandum of organization. The memorandum shall limit the liabilities of members of a public corporation limited by shares to the amount, if any, remained unpaid on the shares they each hold. Section 21(1) of the Act provides for this. A public limited corporation can offer its shares to the general public as one of its features.

How to Register a PLC in Nigeria
You can start the process by yourself online

An individual can register a business online through the Company Registration Portal (CRP). They can also seek assistance from an authorized agent who is more familiar with the process. Although public companies limited by shares have advantages and advantages, they are not appropriate for a start-up company. The most appropriate type of incorporation for an SME firm is a private company limited by shares. Regardless of this fact, you can go ahead and register a PLC in Nigeria if it suits your business objectives. 

How to Register a PLC in Nigeria

The following is a summary of the steps you should follow to register a public corporation limited by shares:

Choose a company name.

The first thing you must do is to come up with a befitting name for your company. Ideally, you should have at least two different names. One is the name that you prefer and the second is an alternative name. The alternative name comes into play in situations where the name that you prefer is unavailable. 

Once you have a name for your business, visit the CAC website to check for its availability. You can also hire the services of a lawyer to help you with the search. There are a few reasons why the CAC can reject a name such as: 

  • The name exists 
  • It is a confusing name 
  • The name contains a word that the CAC restricts such as ‘National,’ ‘Federal,’ ‘Government,’ or ‘Holdings.’ You can only use these words with special permission.

The process can take about 48 to 72 hours before you get feedback from the CAC.

Draft Your Company’s MemoArt.

A lawyer is the ideal person to accomplish this process. They have the qualification to draft the MemoArt (the Memorandum of Association and Articles of Association). Also, they should handle all related paperwork depending on your business goals. 

The lawyer is responsible for obtaining the identities of the original subscribers, directors, and stockholders. Each director or subscriber must be at least 18 years old, in good health, and not ex-convict. The intended directors must release a form of proof of their identity to the CAC for proper screening. This could be a copy of their voter’s cards, international passports, or driver’s licenses.

Complete and submit the Pre-Registration Forms.

After crafting the documents, you must fill out a form that you will get from the CAC. Here, you will provide all pertinent information and resubmit it to the CAC along with all relevant documents. You can also hire a company secretary to function as a lawyer or accountant for your company. Such individuals will be solely responsible for filing any paperwork with the CAC as you register your PLC in Nigeria. The documentation procedure is as follows:

  • All directors must complete the Particulars of Director form
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    .
  • One director must complete the Statement of Share Capital and Return of Allotment form
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    .
  • The director and company secretary must complete the Notice of Situation/Change of Registered Address form
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  • The firm or individual can complete the Declaration of Compliance with the requirements of the Company and Allied Matters Act (CAMA) form
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  • At least two directors must complete the form appointing the company’s Company Secretary.

Pay the Stamp Duty as well as the Filing Fee.

Following the completion of the registration form and the preparation of the MOA, you should pay stamp duty. You can do this at any branch of the Federal Inland Revenue Service. The applicant deposits the stamp duty into the Federal Inland Revenue Services’ account at a commercial bank. Next, the applicant goes to the Stamp Duty Commission to stamp the Memorandum and Articles of Association (MemoArt) and part of the incorporation paperwork. 

Upon completion, the applicant forwards all the forms and accompanying documents to the CAC. You should get the Certificate of Incorporation after around six weeks from the date of application. 

Scan copies of all of your documents.

Scan a copy of your pre-registration documents and upload them as follows:

  • Memorandum and Articles of Association (Form CAC1.1).
  • Recognized form of identification for Director(s), Subscriber(s), and Secretary.
  • Proof of payment to CAC.

Take good care with all these documents because you will need them for the final processing.

Submit all Original Files

The last step is to turn in all the original documents that you had scanned earlier. These should include: 

  • A notification of your business’s registered address. 
  • Copies of your company’s Memorandum and Articles of Association (MemoArt). 
  • Receipt of stamp duty payment.
  • Particulars, list, and consent of your company’s first directors. 
  • A Statement of compliance by a legal practitioner.

Apart from the above documents, there are a few other requirements for incorporating your business. To register a PLC in Nigeria successfully, you must comply with the following: 

  • The members of your business must be at least 18 years old.
  • You cannot form a company if any of the members are of unsound mind, disqualified by the CAMA, or bankrupt. 
  • The minimum share capital necessary to register a PLC company in Nigeria is NGN 500,000. For a private company, this sum is reduced to NGN 10,000.

Conclusion

Great job, you can now register a PLC in Nigeria. Doing this presents your business with significant benefits. One of them is that no other business can use your company name. If you have any questions, you can drop them in the comments section. Meanwhile, check SME360 for other interesting articles about business registration.

Linda Onyinyechukwu
Linda Onyinyechukwu
Linda Onyinyechukwu
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