SplashDict is your one-stop agency for pre-incorporation, incorporation and post-incorporation matters
Companies are incorporated primarily to create a separate legal entity as distinct from the members, directors, employees, and creditors. A company is legally born on the date printed on the Certificate of Incorporation. It becomes a legal entity with perpetual succession on such a date and becomes entitled to enter into valid contracts.
Businesses do not have to be incorporated; a person may choose to set up as a sole trader, which is a business run by one person. In this case, the life of the business extends only to the life of the owner; there is no separate identity and no limit to the liability of the individual.
No matter the size or complexity of your company incorporation plans, you can count on SplashDict's expertise to identify the best solution for your business scope. Our accredited Legal and Chartered Secretary team are prepared to help you through the process of registering or incorporating the appropriate company you require in Nigeria.
The liabilities of members (owners) of a Company may be limited by shares or guarantee or may be unlimited. A Company may be public or private.
FEATURES
Let us familiarize ourselves with the features of a company as per the Nigerian companies act 2020.
Incorporated Association
A company is required to be registered under the Companies Act 2020. Any association of persons that is not registered and subsequently incorporated with the CAC is not recognized as a company at all.
Transferability of Shares
The capital of the company is divided into a number of units which are called shares. These shares are transferable. A shareholder is free to withdraw his membership from the company by transferring shares.
In a private company, there may be some restrictions placed on the transfer of shares. But the right is not taken away completely. No shares in a Guarantee company.
Perpetual Existence
A company is created by law and only the law can liquidate it. The death, insolvent, inability, or lunacy of members does not affect the life of a company.
Members may come and members may go, but the company goes on forever.
An artificial person
A company is an artificial person created by the law and has a separate existence of its own. Like a real person, it can buy or sell the property in its own name. It can sue and can be sued by others. It can conduct lawful business and enter into a contract with others.
Separate Legal Entity
A company enjoys the benefit of being a separate legal entity from its owners. A company cannot be held liable for the actions of its owners and similarly, a shareholder cannot be held liable for the acts of the company.
Limited Liability
The liability of every owner of a company is limited to the extent of the face value of the shares purchased.
Even if, the assets of the company are not sufficient to pay the claims of the creditors, no owners are bound to pay anything more than the face or nominal value of the shares held by them.
Company Formation in Nigeria
Benefits of Company Formation in Nigeria
Nigeria can be categorized as an emerging market, a middle-income, and mixed economy. It is ranked as the 27th-largest economy in the world in terms of nominal GDP, and the 24th-largest in terms of purchasing power parity.
Company Formation in Nigeria enjoys the following benefits:
Private Limited Companies
A private company is a business with private ownership. Typically, private companies have one or a small number of owners.
The great majority of companies registered with the Corporate Affairs Commission (CAC) are private companies limited by shares.
A private company is a company that is not a public company. Private companies must have a name ending with the word ‘Limited’ or ‘Ltd’ because this is the only visible sign that it has limited liability but is not a public limited company or ‘plc’.
Private companies may issue stock and have shareholders, but their shares do not trade on public exchanges. It must restrict the transfer of its shares and its total membership must not exceed fifty.
We can help you register a Private Company Limited by shares in Nigeria.
Public Limited Companies
Public companies can secure investment from the public by offering their shares to the public.
By going public, a company gains access to equity and debt markets, making it easier to raise capital to fuel growth. At the same time, the company becomes publicly accountable for its operational and financial performance.
Membership ranges from two to unlimited and their shares are easily transferable, i.e no restriction. It has the power to invite members of the public to subscribe for any shares or debenture of the company.
Plan to issue shares, go public, or go global? Let's register your public company.
Companies Limited by Guarantee
Companies limited by guarantee are a common structure for not-for-profit organizations, science, religion, sports, culture, education, research, charity, or other similar objects. They are also common among recreational clubs and organizations that typically reinvest profits back into the company to further its purpose.
In a company limited by guarantee, the liability of the members is limited to the amount that they undertake to contribute to the assets of the company if it is wound up. Further, a company limited by guarantee cannot issues shares and cannot pay dividends to members.
We can help you register a 'not for profit' or 'Charitable company' in Nigeria.
Unlimited Companies
Unlimited companies are companies where there is no limit on the liability of their members.
They enjoy the privilege of not having to deliver annual accounts to the Corporate Affairs Commission. This allows them to maintain a level of secrecy unavailable to limited companies, which must file annual accounts.
Shareholders are responsible for all business debts and liabilities, even those that the company cannot pay. This amount can be more than the initial amount that they invested when subscribing for shares. The nature of shareholders’ liability is set in the company’s constitution.
We can help you incorporate an Unlimited Company in Nigeria.
One-Person Company
A one-person company is a Nigerian Private Limited Company that has only one founder/member/shareholder. The founder should be a natural person who is a country resident.
OUR SERVICES
We are your plug when it comes to company formation solutions in Nigeria. We go beyond just assisting clients to register their companies – we are a complete formation package.
Company Incorporation
We assist Nigerian and foreign clients to incorporate their proposed companies and ensure compliance with government policies.
Drafting of the memorandum and articles of association
Our drafting service can provide either a whole new set of company articles or clauses to be inserted into existing articles of association for particular purposes.
Required Docs
Preparation and submission of required documents to the incorporation authority.
Tax & VAT Registration
Full registration with FIRS, Obtaining of TIN, Company's Income Tax and VAT Registration, Obtaining the VAT Certificate, and Tax Clearance Certificate.
1-week formation time
Do you need to start a company in Nigeria urgently? We can start a business in 1 week!
Secretarial & Nominee Support
We offer a wide range of company secretarial and nominee services so that our clients are compliant with local laws and regulations.
Tax & VAT Registration
Full registration with FIRS, Obtaining of TIN, Company's Income Tax and VAT Registration, Obtaining the VAT Certificate, and Tax Clearance Certificate.
Business Bank Account opening assistance
We help to setup bank accounts that can be accessed anywhere in the world, and provide the required banking support services for new Nigerian companies.
Business Permits & Compliance
SCUML, NITDA, NOTAP,
PAYE Registration
PAYE registrations are compulsory for all businesses that employ people and pay them monthly salaries.
Avoid potential complications by allowing our highly trained staff to take care of the registration and administration on your behalf.
Digital delivery of documents
As soon as your company is registered at CAC, we'll deliver a full set of company documents to you by email, including; Certificate of Incorporation, Memorandum & Articles of Association, Share Certificate, and Minutes of First Board Meeting.
Free .com or .com.ng Domain Name
We have partnered with one of Nigeria's leading domain name providers to offer you a free .com or .com.ng domain name for 1 year, and help establish the online presence of your new business.
Accredited Consultants
Our consultants are fully accredited by the Corporate Affairs Commission with several years of industry experience.
24-hour response time
Company formation support all around the clock. Quick responses from our company officers.
Real mailing address
Get a mailing address you can give to customers & vendors. It comes with mail scanning and forwarding provisions.
Post Company Formation / Incorporation Services
Our experienced team can offer an extensive range of services relating to the structural changes to your company. We will prepare and file all appropriate documentation.
Register your company in 3 easy steps
Tell us about your business
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.
Why choose SplashDict for company incorporation?
Fast
Register on our platform in 5 minutes - we'll then prepare and file all the necessary documents.
Efficiency
100% digital processes - ensuring smooth delivery, from anywhere, anytime.
Reliable
Founders can always rely on us to securely manage their confidential information—safe from any unauthorized and prying eyes.
Transparent pricing
No hidden fees, no bad surprises - helping you plan ahead.
Do You need a Company Formation / Incorporation Service in Nigeria?
WE CAN HELP.
As Corporate Affairs Commission (CAC) Accredited Agents, we do Prompt and Genuine Company Registration.
Frequently Asked Questions (FAQs)
If you’re interested in our Company Incorporation Services and want to know more, you can find some of our most frequently asked questions below.
Whilst you must have a minimum of one director (officer) and one shareholder/guarantor (member), it is entirely possible for one person to assume both roles and incorporate a company on their own.
This is beneficial for many people, particularly existing sole traders who wish to retain complete ownership and full control of their business.
Alternatively, you may appoint multiple directors and members during and after company formation.
Companies limited by shares are owned by shareholders (members) and managed by directors (officers). The limited by shares structure is by far the most popular choice for any business that intends to make a profit for the benefit of its owners.
Companies limited by guarantee are controlled by guarantors (members) and managed by directors. The limited by guarantee structure is primarily used by non-profit organisations and charities that wish to generate income to promote and achieve their non-profit objectives. Generally, profits are not distributed to guarantors.
The term ‘limited liability’ refers to the reduced financial responsibility of the company owners. Limited companies exist as separate legal entities, which means that shareholders and guarantors are only required to contribute the value of their shares or guarantees toward company debts if the business becomes insolvent.
The personal finances and assets of members are protected beyond what they invest in shares or guarantee to the company, except in rare cases such as fraud.
A company limited by shares is a corporate entity that is legally separate from any directors and shareholders. As it can stand alone as a legal entity, it can enter contracts as a company and hold assets in its name.
The word limited here refers to the shareholders limited liability. They are only responsible for any company debts up to the value of their shares within that company. No personal assets are at risk.
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 all Shareholder(s), Director(s) and Secretary. 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).
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 Company.
Limited companies are usually ‘limited by shares’, which means that shareholders in the company are only personally liable for what they put into the business. Share capital, then, is the total money put into the business – the nominal value of the shares you’ve issued. Share capital is the total value of the shares issued by a limited company.
Share capital is different to the market value of the shares. Share capital represents how much money was actually used to buy shares, but the market value of the shares might mean that those shares would be worth much more if sold.
In the CAMA 2020, private companies must have a minimum issued share capital of N100,000.
Shareholders are people who own shares in a limited company – and shares indicate how ownership of the company is divided. Therefore, shareholders collectively own the business.
Anyone, including both individuals and organisations, can be shareholders in a limited company. Shareholders have a say in some company decisions (‘voting rights’) , like changing the company name and appointing or removing directors. But shareholders don’t run the company, unless they’re also directors.
The time taken for registration will depend on submission of relevant documents by the client and speed of Government Approvals.
To ensure speedy registration, please choose a unique name for your Company and ensure you have all the required documents prior to starting the registration process.
