Wednesday 16 October 2013

How to Form and Register a Company in Nigeria

What is a company?
According to wiki “A company is an association or collection of individuals, people or "warm-bodies" or else contrived "legal persons" (or a mixture of both). Company members share a common purpose and unite in order to focus their various talents and organize their collectively available skills or resources to achieve specific, declared goals” 
For the purpose of this blog. A company is a legal person who has ability and powers to act/transact business on her own (i.e. the law regards a company as a legal entity that can sue or be sued) this means that, When you incorporate a company, you are creating a separate legal entity to carry on business.
 A company must have at least one director. After forming a company you can choose as many directors as you like.
Choosing company name: Once your chosen company name has been reserved and approved by the Registrar of Companies, no other company can register an identical name.
  • You need to choose a company name when you start a company and is about to register (incorporate the company). 
  • The name needs to be unique and cannot be the same as other companies.
  • Always search the Companies Register to see if the name you have in mind is available.
  • Registration of a company name provides limited name protection – that is, it will prevent another company from being incorporated under an identical or almost identical name. 
  • The Registrar does not check if the name you have chosen infringes a registered trade mark.  
The process for the incorporation (Registration) of company commences with a search for the availability of the proposed name of the incorporated trustees, and then the application which contains a memorandum of guidance is procured. This is followed by the publication of notice of the proposed incorporation of trustees in at least three (3) national dailies, one being a local newspaper widely circulated in the area where the proposed organization is to be based.
The duly completed application is then submitted to the ----------- in triplicate and accompanied by the following:
  • A formal letter of application.
  • The original newspaper publications.
  • 2 copies of applicant's constitution.
  • Minutes of the meeting whereat the trustees were appointed and absent and showing the voting pattern, signed by Chairman and Secretary of the board
  • Minutes of the meeting where special clause rules were adopted into the constitution of the organization; signed by secretary and chairman.
  • Trustees (Applicants) have to attach 2 passport sized photographs
  • Trustees have to sign against their names on the application form (Encl D) and furnish permanent residential addresses.
  • Two photocopies of the application form.
  • Application form duly signed by secretary and chairman of the board.
  • Trustees declaration forms duly signed by each trustee and deposed to at a high court of Justice in Nigeria.
 It is worth noting that you can register/incorporate a company as sole owner/preparatory or as any of the following.
Liability is limited to the company
Although it is common to speak of a 'limited liability company' the company is liable in full for all obligations that it incurs.  It is in fact the liability of the shareholders that is limited - they are only liable for any unpaid money owing on their shares (subject to any personal guarantees given).
Limited or Unlimited
All companies are "limited liability" companies unless the particular company's constitution provides otherwise.  Unlimited companies are rare.
A company comes into existence after it is incorporated under the Companies Act 1993.  Once incorporated it is recognized in law as an independent legal entity (a body corporate).  This means it is treated as being a separate 'person' from its directors and shareholders.  It can therefore do many of the same things as a natural person – for example, hold property in its own name, enter contracts, sue and be sued, etc.

  • Registration of a company name provides limited name protection – that is, it will prevent another company being incorporated under an identical or almost identical name. 
  • The Registrar does not check if the name you have chosen infringes a registered trade mark.   
The primary reason for selecting a limited liability company is the protection that it affords to shareholders.  This is because once a company is formed, it is regarded as a separate legal entity from its shareholders.

This concept of limited liability becomes important if the company is unable to pay its debts and a liquidator is appointed.  Shareholders of a limited liability company are not liable for the business debts of the company.

For questions and fast tracking  on formation and registration of company, call/contact us at 08036721009, 08076075205, 07088788710 or e-mail us;

If you wish, we may help you do the registration.
 Detailed information will cost N5,500 (Five thousand Five hudred naira) payable to company’s account. After payment call: 08036721009, 08076075205, 07088788710. 

Account Name: Vester Royal Business Magnet Company

  e-mail: . Phone: 08036721009, 08076075205, 07088788710.

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  1. Registration of a company legalizes the company's status.

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