Private Unlimited Company Incorporation

SplashDict is equipped with accredited experts and the necessary resources to assist you in completing the Private Unlimited Company Incorporation in Nigeria.

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A Private Company Limited by Shares (LTD) is a business entity with ownership vested in private parties, either individuals or organizations.

With an Unlimited Company (“UC”) the shareholders are not protected by limited liability. It may seem unusual that anyone would want to trade in a company that has unlimited liability however certain professions cannot operate through a limited liability company.

If there is a formal liquidation, with the company lacking resources to pay off its debts, creditors have access to the personal assets of the unlimited company’s shareholders or members. In this event, all the shareholders bear joint, several and unlimited liability for the company’s liabilities. That means that regardless of your level of shareholding, if other shareholders are unable to pay you could have to contribute more and more. You could lose everything.

Despite being incorporated at Companies House, the unlimited company therefore shares important characteristics with a sole trader and general partnership. Those behind the business effectively accept complete liability for the company’s debts. While it’s still subject to most of the requirements of incorporated companies, because of the nature of the members’ liability, an unlimited company isn’t usually required to submit accounts to Companies House.

Private unlimited companies are not common in the UK, and where they are used, it’s usually because the owners wish to keep information that could be valuable to competitors, such as turnover and the amounts paid in dividends, out of the public eye.

Unlimited companies usually don’t have to file accounts with Companies House, although the directors still need to prepare annual financial statements. However, if the unlimited company is the parent company of a limited company, is a subsidiary of a limited company, or involved in certain activities such as insurance or banking, it will have to file accounts at Companies House.

It's also much easier to return capital to shareholders of an unlimited company. For this reason, they may be very useful within a group structure where flexibility to move capital within the group is desired.  An unlimited company may also be useful where a company is required for a specific transaction and unlimited liability is not regarded as a problem, or for a business where the risk of insolvency is very low or non-existent.

We can help you incorporate as an Unlimited Company, providing all the relevant documentation including the Articles of Association, custom-drafted by leading counsel. We can also complete necessary forms for you and liaise with Companies House on your behalf. 

An unlimited company may be formed with a single director and member, who may be the same individual. 

An unlimited company is a type of business entity that has no limit on the liability of its owners or shareholders. This means that the owners or shareholders of the company are personally liable for all the debts and obligations of the company, even if those debts exceed the value of the company’s assets.

Most often these are used as investment companies where privacy is required and where the risk of claims against the owners is negligible.

We offer a range of services to make it easy for you to get started, from facilitating registration with the Corporate Affairs Commission (CAC) to obtaining your Tax Identification Number (TIN). Our comprehensive business support will ensure you have everything you need to succeed.

Start your company today with SplashDict!

Private Limited Company (LTD) Incorporation

Register your Private Unlimited Company in Nigeria

Here's how SplashDict's team of CAC-accredited consultants can help:

  • Business Name Search and Reservation: We'll check availability and reserve your desired name with the CAC.

  • Documentation Preparation: We assist in preparing all necessary documents for registration.

  • Submission and Processing: We ensure all requirements are met and manage the submission process for efficient processing by the CAC.

  • First Board Meeting Minutes: Your First Board Meeting Minutes will be produced for you; a legally required document detailing the first resolutions of your company.

  • Including CAC filing fee: Included in the price of all our packages. There are no hidden costs, what you see is what you get.

  • Tax Identification Number (TIN): We facilitate TIN acquisition From the FIRS.

  • Delivery of documents: Upon registration, we provide Documents including - the Certificate of Incorporation, Approved Memorandum & Articles of Association (MEMART), and Status Report.

  • Secure Digital Storage: Your documents are securely stored online for easy access without extra cost or waiting.

  • SCUMML Certificate: We obtain the Special Control Unit against Money Laundering certificate to ensure compliance.

  • Business Bank Account: We offer you a choice of up to 8 business bank or payment institution accounts, including popular ones like GTB, UBA, and First Bank.

  • Free Domain Name: To help establish your business online, we'll give you a free .com or .com.ng domain name for a year.

  • Company Register: All the statutory compliance that you must keep by law. It includes the register of directors, register of members and more.

  • Share Certificates: We’ll send you this legal document which certifies ownership within a limited company. 

  • VAT Registration: We'll prepare and submit your VAT registration application to FIRS.

  • PAYE Registration: Our experts will register your company for PAYE.

  • Unlimited Support: We’re here for our customers whenever you need; call, email, or chat with us and we’ll be happy to help.

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Our Process

Make Payment Online

Add the package to the cart on the product page, 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 registration documents have been approved by the Corporate Affairs Commission (CAC), you will receive your completed business entity package by e-mail/mail.

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.

Packages

Find the best package to start your Company:

Standard

₦50,000

  • Nigerian Private Company Limited by Shares Incorporation 
  • CAC Filling fees included. 
  • Digital delivery of Certificate of Incorporation
  • Digital delivery of approved Memorandum and Articles of Association
  • Digital delivery of Status Report
  • Tax Identification Number (TIN) inclusive
  • Digital Storage of Documents
  • Registered in 2-10 working days
  • Lifetime Support and Assistance
Select Package

Premium

₦80,000

  • All included in the Standard Plan
  • 1-year Company Secretarial Support
  • Printed Company Documents (Certificate of Incorporation, Status Report, MEMART)
  • Digital and Printed Share Certificate(s)
  • First Board Meeting Minutes
  • Digital and Printed Company Registers with First Entries
  • VAT Registration
  • PAYE Registration
  • Company Seal
  • Nigerian Business Bank Accounts Setup (Optional)
  • Maintenance of Statutory Books
  • Free .com or .com.ng Domain Name
Select Package
requirements

Requirements for Registering a Private Limited Company in Nigeria

To complete the incorporation of a Private Company Limited by Shares in Nigeria, you'll have to provide the following details upon Submission;

  • At least two (2) proposed names of the company: A proposed company name and an alternative name in case the proposed name isn’t available.
  • The objectives and nature of the business.
  • Memorandum and article of association (MEMART): This document shows the company structure and regulations.
  • Company Share Capital: The minimum is One hundred thousand Naira (100,000).
  • Company Share Subscribers: These are people who have a share or shares in the company.
  • Company directors and secretary particulars: this is the personal data of the proposed company Directors and secretary. 
  • Proposed company office address.

Features of a Private Unlimited Company

How Does a Company Limited by Shares Work?

  • Limited Liability: Shareholders' assets are protected as their liability is limited to their investment in shares of the company. Personal assets will not be used to cover the company’s debts in the event of financial hardship.

  • Separate Legal Entity: The company is considered a separate legal entity from its owners, allowing it to own assets, enter into contracts, and conduct business independently.

  • Ownership and Shareholders: Member(s) of a private company in Nigeria cannot be more than 50. However, this does not include persons employed by the company who are still members of the company.

  • Board of Directors: The Act provides that a private limited company must have a minimum of one director, while the maximum number of directors is 15.

  • Minimum Share Capital: A minimum share capital of ₦100,000 naira (One hundred thousand naira) is required for private limited company incorporation in Nigeria.

  • Shares: The company can issue shares to raise capital. Shares can be transferred privately, but they are not publicly traded on stock exchanges.

  • MEMART: Both the memorandum of association and the articles of association (MEMART) are required for a company formed in Nigeria. 

  • Perpetual Existence: The company keeps on existing in the eyes of law even in the case of death, insolvency, or the bankruptcy of any of its members. 

  • Suffix: Upon incorporation, a Private Limited Company must include a suffix; 'LTD' or 'Limited' or 'Private Limited' in its name.

  • Conversion: A Private Company Limited by Shares can also be converted to a Public company limited by shares or other types of private companies (e.g. Guarantee and Unlimited). 

Examples of LTD Business

Features of a Private Unlimited Company

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

1

Private company

A private Unlimited 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 an Unlimited company in Nigeria, a minimum number of a single member is required and a maximum of 50 members.

3

Director in UC

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

4

Liability

The liability of the shareholders is unlimited. 

5

Succession

A private unlimited 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 ULC is 100,000 naira (One hundred thousand naira only).

8

Suffix

Upon incorporation, the company name must end with the suffix “Unlimited Company”, or “UC”. 

9

Exemptions Filling Statements

The company may be exempt from filing financial statements if one of the shareholders has unlimited liability (individual or another unlimited company).

10

MEMART

The activities and capacity are limited to the Objects Clause in the Memorandum. The company has a two-document constitution made up of a Memorandum of Association (objects and powers) and the Articles of Association (internal rules).

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Private Unlimited 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 Unlimited Company with a Single Shareholder / Member.

₦50,000

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  • Formation of Private Unlimited Company.
  • 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 Unlimited Company (UC)

Incorporation of a Private Unlimited Company, up to 10 Shareholders / Members.

₦60,000

Order now
  • Formation of Private Unlimited Company.
  • 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.

UC Incorporation Pro

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

₦150,000

Order now
  • Formation of Private Unlimited Company.
  • 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 Unlimited Company

Unlimited companies share many of the advantages of limited companies - For example, separate legal personality. An unlimited company also has some specific advantages:

  • Management quality: Unlimited liability can have the effect of encouraging careful risk management since the owners of the business potentially have a lot to lose if things go wrong.

  • Confidentiality: Unlike its limited company counterpart, a Nigerian unlimited company is generally not required to file annual accounts at CAC, although the directors still retain the duty to prepare the company’s financial statements. 

  • Separate Personality: Once a private unlimited 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.

  • Creditor confidence: Because the shareholders bear full liability for any debts that need to be paid in the event of insolvency, so the argument goes, creditors may be more confident to lend money to an unlimited company.

  • 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 unlimited 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. This can simplify inheritance issues and the buying and selling of subsidiaries and properties, protecting assets for future growth.

  • Dual Relationship: It is possible for a company to make a valid and effective contract with any of its members. It is also possible for a person to be in control of a company and at the same time be in its employment. 

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

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

Incorporate an Unlimited Company now!
requirements

Requirements for incorporating a Private Unlimited 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 Private Limited Company and issue a digital certificate of incorporation stating the name, date, and registration number of the LTD.

Frequently Asked Questions

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.
Get Started Now!

Frequently Asked Questions (FAQs)

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

This type of company has many similar features to a private limited company. It is registered at CAC, it has members (usually shareholders), it has directors and Articles of Association, etc.

However, with an unlimited company its shareholders (or members) have unlimited liability. This means that each member is jointly and severally liable for the debts of the company in the event of its winding up.

So if the company needs more money to settle its debts or liabilities on winding up it can call on the shareholders to contribute whatever amount is necessary to make up any shortfall.  

The incorporation of an unlimited company may be recommended in the following situations:

1. Where there is an enlarged partnership that is getting beyond the legal maximum of the members of a partnership.

2. Where persons wish to form a company in a manner rendering them liable, without limitation for the debts of the company.

3. The law may make it mandatory for certain kinds of companies to be incorporated as unlimited companies in order to ensure probity in the management of public funds. For instance, it was once required that insurance brokerage companies be registered as unlimited companies under the old Insurance Act, TRUSTEE COMPANIES, PENSION FUND ADMINISTRATORS, STOCK BROKERS.

4. It is suitable where contributed funds are to be managed by the company expected to exhibit due honesty.

5. It is suitable for professional service companies where integrity coupled with skill and competencies are the core values.

6. An unlimited company is that it is exempt from filing annual accounts with CAC (unless the company has been either a subsidiary undertaking or a parent company of an undertaking which is limited during the relevant accounting period).

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

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).

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