Most MSMEs in Nigeria are often registered as either Business Names or a Private Limited Liability Companies.
The agency responsible for registering both entities is the Corporate Affairs Commission (CAC) and the registration processes are explained as follow:
First step is to perform a name availability search and reservation at the Corporate Affairs Commission (CAC). This typically takes 1-5 days. A reserved name is valid for 60 days only. If a private limited company, the name must end with either Limited or Ltd. If a Business Name, it usually ends with words like Ventures Enterprise, etc.
CAC may reject names which in its opinion are too similar to existing names, misleading, offensive, undesirable or violates existing trademarks or business marks. Certain words that may be misleading can only be used with permission.
Once you have your name reserved, it is time to complete your CAC documents.
For a private limited liability company, the CAC documents to be completed are:
Form CAC 2 (statement of share capital & return of allotment); Form CAC 7 (particulars of persons who are first directors); Form CAC 3 (notice of situation of registered address); Form CAC 5 or 2.1 (particulars of the person who is company secretary) and; Memorandum and Articles of Association commonly referred to as MEMART. This is the document that details the objects and corporate governance regulations of the company.
For a Business Name, only one form is required namely: Form CAC/BN/1 (Application for registration of business name) – In the form, you will provide details of your business, the proprietors of the business, and the business address. You also need to affix passport size photographs of all the proprietors on the form. Government issued IDs are to be submitted for all proprietors. Stamp duties must be paid for private limited liability company.
Once all the documents are completed and signed, they are submitted to the Federal Inland Revenue Service (FIRS) for assessment and stamping. FIRS assesses stamp duties based on the share capital of the company.
For Business Name, on the Form CAC/BN/1, is an Attestation that requires deposing before a Commissioner of Oaths. The proprietor(s) would depose to this.
After the documents have been duly stamped or deposed to as the case may be, they are submitted to the CAC for verification and filing. If there are no objections, in a few weeks, expect to receive your original certificate of incorporation and certified true copies of any CAC documents paid for.