Private Limited Company (LTD) Incorporation

An overview of One-Person Company incorporation

A One-Person Company (OPC) is a business structure that enjoys the benefits of both forms of business, i.e., a sole proprietorship and a company. Thus, it eliminates the hassles of finding the right co-partner/s for starting a business as a registered entity.

The purpose of incorporating this concept is to promote entrepreneurship. This will help entrepreneurs access certain facilities, such as bank loans, by allowing them to enter the market as a separate entity and as a legal shield for their business.

This form of company is appropriate for small businesses and is used to conduct regular commercial businesses with the purpose of the owner making a profit, whilst providing limited liability protection.

Features of One-Person Company

Here are some of the salient features of One-Person Company;

1

Private company

A single person can form a company for any lawful purpose. It further describes OPCs as private companies. 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

OPCs can have only one member or shareholder, unlike other private companies.

3

Director in OPC

A One-Person Company (OPC) needs to have a minimum of one person (the member) as director. It can have a maximum of 15 directors.

4

Special privileges

OPCs enjoy several privileges and exemptions under the Companies Act that other kinds of companies do not possess.

5

Limited Liability

The creditors can sue only the Company and not the Director or member for Company's debt.

6

Property

OPC can acquire, alienate and own the property in its name.

7

Share Capital

The minimum capital share requirement for the incorporation of OPC 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 kind of business enjoys the benefit of both sole proprietorship and a company. 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.

Benefits of Registering One-Person Company

The key benefits of a OPC Registration are listed below:

  • Limited Liability: The liability of the shareholder/ director is limited.  If a One-Person company is in financial trouble and had to wind up, shareholder would not risk losing his/her personal assets.

  • Separate Personality: An OPC is an independent legal entity that is able to sue and be sued and own assets separate from that of the company's owner.

  • Continued Existence: On death/disability, the company can be succeeded by a nominee.

  • Credit Availability: OPC can draw 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.

  • Enhanced Value In Market: Legal status and social recognition for your business. It gives suppliers, Vendors, Investors, and customers a sense of confidence in business.

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

  • Dual Relationship: A person can at the same time be a shareholder, creditor, director, and also an employee of the company.

  • Meetings: They do not have to hold annual general meetings. Several provisions relating to meetings and quorum do not apply to them. 

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

  • Timescale:  one-person limited companies can be established in approximately two to ten working days in Nigeria.

requirements

Requirements for incorporating a One-Person 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.
  • 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 One-Person Company limited by shares and issue a digital certificate of incorporation stating the name, date, and registration number of the OPC.

What's included?

Here are some of the features to expect from our One-Person Company Incorporation Packages.

  • Accredited Consultants: Our consultants are fully accredited by the Corporate Affairs Commission with several years of industry experience.

  • Private Company Limited by Shares: Your new company will usually be formed within 3 to 14 working days; when your new company gets approved by the corporate affairs commission (CAC), you can start trading immediately.

  • Corporate affairs commission (CAC) Filing Fee Included: CAC charges a filing fee for company incorporation. This is included in the package price, so what you see is what you pay - there are no hidden costs.

  • FREE Business Bank Account from one of our banking partners: We provide a choice of up to 8 business bank or payment institution accounts including; GTB, UBA, First Bank, Access Bank, Standard Chartered, etc. 

  • Digital delivery of documents: As soon as your company is registered at CAC, we will 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.

  • Digital storage of Documents: We store your documents safely online and can be requested for free whenever you need them. Unlike on CAC portal, where you'll pay to get your documents after 7 days of registration. 

  • Support for the drafting of MEMART: Memorandum of Association and Articles of Association are the two basic documents required in the process of Private Company Incorporation. 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.

  • Tax Identification Number: Tax identification number (TIN) is included on the certificate of incorporation by default. In a few cases when CAC omits, we'll apply to the Federal Inland Revenue Service (FIRS) for TIN after incorporation.

  • VAT Registration: Allow our highly trained staff to handle the formalities of your VAT registration. VAT registration also enables deals with suppliers and customers who are not willing to deal with businesses that are not VAT-registered.

  • 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. 

  • 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 .co.ng domain name for 1 year, and help establish the online presence of your new business.

Why choose SplashDict?

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.

Our Process

Make Payment Online

Add the product to the cart below, then proceed to checkout and complete the secured online payment.

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.

Frequently Asked Questions (FAQs)

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

One-Person Company (OPC) has the blended features of a sole proprietorship and a private company.OPC is also known as a one-man company. Like a sole proprietorship allows you to own the firm completely, an OPC also has just one shareholder.But unlike a sole proprietorship, in an OPC the owner has limited liability and the burden of outstanding debts does not fall on the owner, as an OPC is treated as a separate entity.
At least one nominee is required to start an OPC who can act as a shareholder as well as a director.The company can have only one shareholder but can have up to 15 directors, and the number can be increased with a resolution.
It usually takes 3-14 business days for the OPC 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.
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 organizations, can be a shareholder 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.A one-person company Can have more than 1 director, but the shareholder cannot be more than 1.
An OPC is incorporated with a single member and a single director. Also, there can be a single member who can act both as the member and the director. 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.
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).