Private Limited Company (LTD) Incorporation

An overview of Private Unlimited Company Incorporation

Section 21(1)(c) CAMA defines an unlimited company as a company which does not have any limit on the liability of its members. Private unlimited companies are similar to private limited companies but with a few key differences – the liability of the shareholders is unlimited, so if the company is insolvent or goes into liquidation, the shareholders are personally liable to repay creditors.

The main advantage of a private unlimited company is that it can keep its financial affairs private. It can trade in the same way as a private limited company, has a separate legal identity, and can enter into contracts with third parties, but it usually will not have to file its accounts for inspection by the public.

We can help you incorporate as an Unlimited Company, providing all the relevant documentation including the Articles of Association.

Upon its registration, it assumes a separate legal personality from those of its members, enjoys perpetual succession, and becomes endowed with the capacity to sue and be sued separately from its members.

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).

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

  • 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

  • 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

  • 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.

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.

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;

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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