Checklist – Company Incorporation – 2014

Introduction.

Starting a new business usually entails, among other things, registering the entity under which you will carry on such a business with the Companies House or Registry.

The general requirements for registering a business entity are provided to assist you undertake such an exercise effortlessly.

REQUIREMENTS FOR COMMENCEMENT OF REGISTRATION EXERCISE

a. The proposed name for the proposed company; with an alternative name or names, if the first proposed name is not accepted by the Corporate Affairs Commission (“CAC”). (Conduct Availability Check and Reservation of Name; the Name when approved is reserved for 60 days).

b. Concise details of the objects or nature or kind of business to be carried on by the proposed company.

c. The type of company that the proposed company will operate as? (i) private or public company? (ii) a limited liability company (limited by shares or guarantee) or an unlimited liability company? (iii) a holding or subsidiary company?

d. The proposed registered address of the proposed company?

e. The proposed authorised share capital of the proposed company; and how all or up to Twenty Five percent (25%) of the proposed shares are to be distributed among the subscribers.

Note: the proposed authorised share capital must not be less than the authorised minimum share capital of the type of company to be incorporated/registered (i.e. not less than N10,000 for a private company and not less than N500,000 for a public company).

f. The full names, addresses, nationality, phone numbers, e-mail addresses and occupation of at least Two (2) persons who will be the first subscribers to the shares of the proposed company.

If any of the subscribers is a corporate entity, a copy of the corporate entity’s Certificate of Incorporation/Registration and a copy of a signed and sealed resolution of its Board of Directors indicating that the corporate entity is authorised to take up the specified number of shares in the proposed company, will be required; this is in addition to a signed and sealed resolution that the persons acting as directors of the corporate entity are duly authorised to represent the subscribing corporate entity’s interest in the proposed company.

In case any of the subscribers is a Resident Foreigner, a copy of the Residence Permit will be required by CAC.

g. The full names, addresses, nationality, phone numbers, e-mail addresses and occupation of at least Two (2) initial Directors of the proposed company; who are usually, but need not necessarily be the subscribers.

In case any of the Directors is a Resident Foreigner, a copy of the Residence Permit will be required.

h. The full names, address, qualification, phone numbers, e-mail addresses and occupation of the proposed company’s Secretary; who is usually, but need not necessarily be the professional handling the incorporation process.

i. Photocopy of the information page of the international passport or national identity card for each individual Director and Subscriber of the proposed company (in fulfilment of the Know Your Customer (“KYC”) requirement).

j. Photocopy of the proficiency certificate of the subscribers, if the proposed company will carry on any consulting or other specialised business, e.g. Medicine, Pharmacy, Law, Engineering etc.

k. Duly completed set of incorporation forms. The Statement of Share Capital and Return of Allotment of Shares (Form CAC 2) must be duly stamped. The Declaration of Compliance Form (Form CAC4) must be executed or notarised by a Commissioner for Oaths or a Notary Public.

l. Duly engrossed and stamped Memorandum and Articles of Association of the proposed company.

This Template is prepared by Oserogho & Associates – http://www.oseroghoassociates.com

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