Private Limited Company Incorporation

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Private Limited Company Incorporation

An overview of Private Limited Company Incorporation

A Nigerian Private Limited Company – or private company limited by shares – is the most commonly used company type for small to medium-sized businesses or trading companies in Nigeria. It is a separate legal entity and therefore protects the personal assets of shareholders from business liabilities.

Private companies may issue stock and have shareholders, but their shares do not trade on public exchanges and are not issued through an initial public offering (IPO).

A Private Limited Company is required to have at least one natural person as a director. There is no legal maximum for the number of directors, which can be individuals or corporations of any nationality, domicile, and residence. A sole shareholder can be a director of the company.

The minimum share capital to incorporate a Private Limited Company in Nigeria is; 100,000 Naira and the name shall end with the word, “Limited” or "Ltd".

Benefits of LTD

Features of a Private Company Limited by Shares

Here are some of the salient features of Private Limited Company Incorporation in Nigeria;

1

Private company

A private limited liability company is one incorporated with the CAC as one. It is a company limited by shares, which its shares not offered to the general public.

2

Membership / Shareholder

To incorporate a company limited by shares in Nigeria, a minimum number of a single member is required and a maximum of 50 members.

3

Director in LTD

A private limited liability company must be composed of a minimum of 1 director. It can have a maximum of 15 directors.

4

Liability

The liability of each member or shareholder is limited in accordance with the share accrued to each shareholder.

5

Succession

A private company enjoys perpetual succession. The company exists in the eyes of the law in the event of death and insolvency except if there is a decision to wind up the company.

6

Restriction

A private company restricts the right of its members to transfer shares and does not send an invitation to the public for the subscription to its shares.

7

Share Capital

The minimum capital share requirement for the incorporation of LTD is 100,000 naira (One hundred thousand naira only).

8

Suffix

Upon incorporation, One-Person Company must include in its name as suffix; 'LTD' or 'Limited' or 'Private Limited.

9

Flexible Management Structure

This can be advantageous for companies that want to keep control of their operations within a small group of people. With private limited companies, the owners are given complete control over managing the business.

10

Borrowing Capacity

A company enjoys better avenues for borrowing funds. It can issue debentures, secured as well as unsecured, and can also accept deposits from the public, etc. Even banking and financial institutions prefer to render large financial assistance to a company rather than partnership firms or proprietary concerns.

Private Limited Company Incorporation Packages

Choose the option that is right for your need and budget. No additional fees or hidden charges. Upon completing the order, you’ll be redirected to submit your information to process your registration.

One-Person Company

Incorporation of a Private Company Limited by Shares with Single Shareholder / Member.

₦50,000

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  • Formation of Private Company Limited by Shares.
  • 1 Shareholder / Member Company.
  • Accredited Consultants.
  • CAC Filing Fee Included.
  • Drafting of the memorandum and articles of association.
  • Preparation and submission of required documents to CAC.
  • Digital delivery of Certificate of Incorporation.
  • Digital Delivery of status report.
  • Digital Delivery of Memorandum & Articles of Association.
  • Digital storage of Documents.
  • Tax Identification Number inclusive.
  • 3 to 14 Business Days Delivery.

Private Limited Company (LTD)

Incorporation of a Private Company Limited by Shares, up to 10 Shareholders / Members.

₦60,000

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  • Formation of Private Company Limited by Shares.
  • 10 Maximum members / shareholders.
  • Accredited Consultants.
  • CAC Filing Fee Included.
  • Drafting of the memorandum and articles of association.
  • Preparation and submission of required documents to CAC.
  • Digital delivery of Certificate of Incorporation.
  • Digital Delivery of status report.
  • Digital Delivery of Memorandum & Articles of Association.
  • Digital storage of Documents.
  • Tax Identification Number inclusive.
  • 3 to 14 Business Days Delivery.

LTD Incorporation Pro

Incorporation of a Private Company Limited by Shares, up to 50 Members + 1 Year Virtual Secretarial support.

₦150,000

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  • Formation of Private Company Limited by Shares.
  • 50 Maximum members/shareholders.
  • Accredited Consultants.
  • CAC Filing Fee Included.
  • Drafting of the memorandum and articles of association.
  • Preparation and submission of required documents to CAC.
  • Company Seal.
  • Free .com or .com.ng Domain Name.
  • Priority Customer Support.
  • 1-year Company Secretarial duties.
  • Digital delivery of Certificate of Incorporation.
  • Digital Delivery of status report.
  • Digital Delivery of Memorandum & Articles of Association.
  • Digital storage of Documents.
  • Tax Identification Number inclusive.
  • Digital Delivery of Share Certificate.
  • Digital Delivery of Company Register with First Entries.
  • Business Bank Account opening assistance.
  • 5 to 14 Business Days Delivery.

Benefits of Registering a Private Limited Company

There are several benefits of operating a private company limited by shares in Nigeria, a few of which are illustrated below:

  • Limited Liability: The main advantage of a private company limited by shares is the limited liability of its shareholder(s). If a private limited company is in financial trouble and had to wind up, shareholders would not risk losing their personal assets.

  • Separate Personality: Once a private company is incorporated, it becomes an independent legal entity that is able to sue and be sued and own assets separate from that of the company's owner(s).

  • Continued Existence: Another advantage of a private limited company is its continued existence, even after the owners die or leave the company.

  • Credit Availability: This type of company is regarded as a corporate entity that draws in various venture capitalists and angel investors that support and help the company to raise more funds and to expand its business.

  • Perform Internationally: Private limited companies support Foreign Direct Investment, in which another type of firm requires appropriate licensing and approval from the administration for foreign investments.

  • Owning Property: A company being a juristic person, can acquire, own, enjoy, and alienate, property in its own name. The shareholders are not the owners of the company’s property. The company itself is the true owner.

  • Capacity to sue and be sued: Just as one person can bring a legal action in his/her own name against another in that person’s name, a company being an independent legal entity can sue and also be sued in its own name.

  • Enhanced Value In Market: A registered private limited company is considered more trustworthy than a non-registered one.

    Vendors, suppliers, and investors trust them over other business structures. As a result, it enhances the brand value of the company amongst the customers and other investors and suppliers.

  • Protection: When you register a company name, it is protected and cannot be used by any other business, nor can another business register a name that is similar to your own company name.

  • Transfer of ownership: It is relatively simple to transfer the ownership of a company from one shareholder to another. A partial or complete transfer of ownership can be effected by selling all or part of the existing shares, or by issuing new shares to a new shareholder.

  • Dual Relationship: It is also possible for a person to be in control of a company and at the same time be in its employment. Thus, a person can at the same time be a shareholder, creditor, director, and also an employee of the company.

  • Tax Exemption: Small businesses with an annual turnover of less than N25 million are exempted from paying Company Income Tax in Nigeria.

  • Timescale: Private limited companies can be established in approximately three to ten working days.

Register an LTD
requirements

Requirements for incorporating a Private Company Limited by Shares in Nigeria

You'll have to provide the following details upon Submission;

  • Proposed Name of the Company (2 Names).
  • The objectives and nature of business of the company.
  • Address of the company.
  • The share capital and shareholding formula among shareholders.
  • Memorandum of Association and Article of Association (MEMART) - We'll provide both MOA & AOA for free.
  • Details of Shareholder and Director(s). Details such as; names, occupations, residential addresses, email addresses, mobile phone numbers, and means of identification (National Identification Card, Data Page of International Passport, Driver’s Licence, or Voter’s Card).

Where the above requirements have been complied with, the CAC shall within 14 days of the submission of the application register the Private Limited Company and issue a digital certificate of incorporation stating the name, date, and registration number of the LTD.

Frequently Asked Questions

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Come up with a name for your business and Answer a few questions. Our easy online form can be completed in just 5 minutes or less.

We'll process Application

Based on the information you provide, We will process and file the documents.

Receive your documents

Once your incorporation documents have been approved by the Federal Ministry, you will receive your completed business entity package by e-mail/mail.
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Frequently Asked Questions (FAQs)

You can find some of our most frequently asked questions below;

A private limited company is an individual legal entity that is separate from that its officers. A limited company has its own assets and liabilities, profits and losses.The liabilities are limited to the Company. In other words, the officers are protected from financial liability should the company encounter any difficulties. This differs from those of a sole trader or partnership, where the assets and liabilities of the business belong to the individuals.Ownership of a private limited company is established through the division of shares. Unlike a public limited company (PLC), a private limited company is restricted from selling shares to the public. Limited companies must also submit annual accounts to Companies House which are made available to the general public.
Limited liability is the status of being legally responsible only for a limited amount of debts of a company. Unlike proprietorships and partnerships, the liability of the shareholders with respect to the company’s liabilities is limited.
Perhaps the most attractive benefit of trading as a limited company is the aspect of limited liability. Essentially this protects the personal assets of the officers should the company run into financial difficulties.Many of the costs and administrative requirements associated with running a limited company are now not much more than those of a sole trader or partnership. Limited companies also instill added confidence in suppliers and creditors; many large organizations will only conduct business with limited companies.Finally, the ownership of a limited company can easily be divided up through the sale of shares. The shares can be further used as a means of generating capital.
It usually takes 3-14 business days for the Private Limited Company  Registration in Nigeria.Name Search: 6 - 24 hours from submission. Grant of Certificate of Registration: 2 - 10 Days from filing. Total time: Approximately 3 - 14 days.
Any individual of any nationality may register a limited company subject to a few conditions:
  • They are not an undischarged bankrupt
  • They have not been restrained by court order
  • They are not subject to Nigeria government restrictions
An OPC can have a minimum of 1 director and a maximum of 15 directors. The Director needs to be over 18 years of age and must be a natural person. There are no limitations in terms of citizenship or residency. Therefore, even foreign nationals can be Directors in a Nigerian Private Limited Company.
The directors are responsible for the day-to-day running of the company and ensuring it meets its responsibilities and deadlines. The shareholders own the company and have the right to vote on many issues.The extent of ownership and level of voting rights are based on the percentage of issued shares they own. An individual can be both a director and a shareholder of a company.
To complete the Registration of Your Company in Nigeria, you'll have to provide the following details upon Submission;
  • Proposed Name of the Company (2 Names).
  • The objectives and nature of business of the company.
  • Address of the company.
  • The share capital and shareholding formula among shareholders.
  • Details of Shareholder and Director(s). Details such as; names, occupation, residential address, email address, mobile phone number and means of identification (National Identification Card, Data Page of International Passport,
  • Driver’s Licence or Voter’s Card).
Corporate Affairs Commission (CAC) is the Government agency responsible for registering all limited companies in Nigeria. It is also responsible for storing corporate information on all registered Nigerian companies.
This is an official certificate issued by the registrar on successful incorporation of a limited company. The certificate states the company number, name and date of incorporation.
These are statutory legal documents that define how the company is regulated and what protocols it must follow in its day-to-day business.

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