COMPANY FORMATION & REGISTRATION COMPANY SECRETARIAL SERVICES IN NIGERIA

WHAT ARE COMPANY SECRETARIAL SERVICES IN NIGERIA?

Company secretarial services in Nigeria involve the administration of a company with regards to ensuring compliance with the statutory and regulatory requirements.

Nigerian companies are required under the Companies and Allied Matters Act LFN 2004 to appoint a secretary. Section 293 of the “Act” states that “every company shall have a secretary”

Upon the incorporation of a company, one of the regulatory compliances is to provide the particulars of the company secretary. Thus, it is an offence to operate a company without a Secretary. A company secretary is an official of the company who exercises extensive powers and duties.

Qualifications of a company secretary:

It is the duty of the Directors of the company to ensure that the company secretary appointed is a suitable person who has requisite knowledge on regulatory issues affecting the company or the experience to discharge the functions of a company secretary.

Thus, a company secretary shall be either of the following as provided under Section 295 of CAMA;

  • A member of the Institute of chartered secretaries and administrators
  • A legal practitioner
  • A member of the Institute of chartered accountants of Nigeria
  • A body corporate or firm consisting of members who are qualified or
  • Anybody who has held the office of a secretary of a public company for at least three (3) to five years.

Flowing from the above qualifications, it is trite to state that not only an individual can act in a company secretary capacity but also firms and corporate bodies.

Duties of a company secretary as provided by Law include but not limited to the following;

  1. Attending the meeting of the company, the board of directors and its committees, rendering all necessary secretarial services in respect of the meeting and advising on regulatory or statutory compliance by the meetings with the applicable rules and regulations.
  2. Maintaining registers of the company and all other records required to be maintained by law
  3. The company secretary has the duty of rendering proper financial returns and giving notification to the Corporate Affairs Commission (CAC) as required by law.
  4. The secretary also carries out the administrative and other secretarial functions as directed by the director, or members of the Company, which include the followings:
  • Scheduling and coordinating general meetings, meetings of the Board of Directors or Board members.
  • Drafting and distributing minutes and other documentation pertaining to meetings.
  • Filing statutory documents like annual returns, resolutions, changes in the composition of the board or the shareholding structure, or charges against the company’s assets
  • Filing the required annual returns with the Corporate Affairs Commission(CAC)so as to remain in compliance with the provisions of the Company and Allied Matters Act
  • Executing post-incorporation services like filing changes in incorporation records with the CAC, handling changes in the company name or Memorandum and article of association, etc.
  • Drafting & Reviewing all employment contracts for the employee of the company
  • Drafting and/or reviewing of commercial or general legal agreements or contracts.
  • Responding to all company’s legal questions and legal enquiries.

 

The office of a company secretary is a vital compulsory position in the company, which is reinforced by the law. The functions and services rendered by a company secretary are ministerial and administrative in nature which cannot be overemphasized.

The company secretary owes a duty to the management, board of directors, shareholders and the company. It would be unlawful for a company to be operating without having a company secretary

 

WHO WE ARE?

We render company secretarial services to companies in line with government policy in Nigeria which stipulates that “every company must have a Company Secretary”. This service provides the opportunity to act as mediator between companies’ board of directors, stakeholders, government and regulatory authorities.

Business Cardinal provides a full range of company secretarial services to over 180 public and private companies operating within the various sectors of the Nigerian economy including financial services, oil and gas, health management, engineering services, real estate and property development, printing, power and energy, telecommunication, manufacturing, hospitality, confectionery, food and beverage, inspection services, capital markets, information technology and logistics.

 

REQUIREMENTS FOR REGISTERING A COMPANY IN NIGERIA

For any business, whether small, medium or large looking to set up in Africa, Nigeria is the primary location for commerce and investment in the African region. Below is a snapshot of the requirements for registering a company in Nigeria.

 

  1. WHAT IS NIGERIAN COMPANY?

The term “Nigerian Company” is widely used as the shorthand of “Nigeria private company limited by shares”. It is the most popular out of the six (6) types of business entities in Nigeria because it is a limited liability business entity for both local and foreign investors. “Ltd.” or “Limited” is often used as the abbreviation of “Limited Company”.

  1. ADVANTAGES OF NIGERIA LIMITED COMPANY:
    • Separate liabilities from owners: Company’s liabilities are limited to capital invested into the company.
    • Easy company registration: None of the directors and shareholders are required to be present in Nigeria.
    • Investment Incentives: It can take advantage of the investment incentives and tax exemption offered by the government.
    • Easy Expansion: It is relatively easy to expand or to scale-up by selling shares or offering a stake in the business to outside investors.
    • Easy to Raise Capital: It is easier to raise large sums of money for the business or sell a part of the business.
    • Subsidiary company: Corporate directors and Corporate shareholders are allowed.
    • Nominee: Use of nominee director and shareholder is not restricted.
    • Nationality: No restriction on nationality (or, place of incorporation) of directors and shareholders
    • Meeting: No restriction on the location where company meeting is to take place. Electronic meetings are allowed.
  2. COMPANY SETUP PROCEDURES IN NIGERIA

We offer 2 approaches for you to have your own company – incorporation of a brand-new company or acquisition of an existing company:

  • Option 1 – Company Formation (Incorporate a new company in 5-7 business days)

Our law office handles company formation and business registration in Nigeria. We will act as your legal representatives in Nigeria and incorporate a new company for you within 5-7 business days.

  • Option 2 – Acquisition of an Existing Nigeria Company (Buy a ready-made company)

The directorship and shareholding of a Nigerian company are completely transferable.

If you prefer the acquisition of an existing Nigerian company whether by way of merger & acquisition, take over, or purchase and assumption, note that the bid for such company would depend on availability, approval by the Securities and Exchange Commission (SEC) and sanctioned by the Federal High Court, thus it costs more than that of a new company.

 

  1. PREPARATION FOR BUSINESS REGISTRATION

Simply email your requirements to  hello@businesscardinal.com

  • Authority to Act:

A notarized Power of Attorney appointing us to act as your solicitors for the incorporation of the company here in Nigeria.

  • Company Name:

Proposed three (3) names in order of preference for our office to find out any of their availability at the Companies Registry (or, in our list of ready-made company).

Shareholder(s) and Directors Information:

  • Full names of the first directors and shareholders of the company in English;
  • Addresses of the directors and shareholders of the company in English;
  • Email addresses and mobile numbers of the directors and shareholders of the company;
  • Means of identification of the directors and shareholders (this maybe driver’s license or a national ID, or preferably, the data page of an international passport);
  • Name and addresses of the nominee principal officers of the company including the chairman, managing director, company secretary (our law office can act as the company secretary);
  • The nationality of the directors and shareholders of the company
  • Registered office address in Nigeria (you may with our agreement use our address as your Nigerian address in the interim.)
  • The nationality of the directors and shareholders of the company
  • For local and overseas companies, the place of Incorporation and a certified copy of the company’s certificate of incorporation.
  • Shareholdings arrangement for multi-shareholders

 

  1. CHOOSE YOUR PREFERRED COMPANY

Provision of Nigerian company secretary and local registered office address are mandatory in Nigerian company incorporation.

  • Company Secretary is a statutory position, it is not the same as the personal assistance of the company’s key manager.
  • Local registered office address is intended for receiving government correspondences. For this purpose, we offer virtual office services to help offshore investors and overseas companies.
  • A private company must have at least one (1) director (non-employee shareholders).

 

  1. ISSUANCE OF COMPANY CERTIFICATE AND CERTIFIED TRUE COPIES OF COMPANY INCORPORATION DOCUMENTS

We will obtain the Certified True Copies of your company incorporation documents from the Corporate Affairs Commission after registration. These documents will be required by Nigerian Banks when you want to open a corporate bank account for the company.

  1. OTHER SERVICES OFFERED INCLUDE:
    • Advisory on trade and investment in Nigeria;
    • Representation in Nigeria for transnational companies and offshore investors;
    • Brand protection and anti-counterfeiting services (trademark and patent services);
    • Legal Due diligence;
    • Legal compliance;
    • Business immigration services.

 

  1. WHAT ARE THE OTHER INFORMATION PROMOTERS NEED TO KNOW ABOUT COMPANY INCORPORATION?

Incorporation of companies is now done end-to-end online using the CAC portal. So, upon completing incorporation, the promoters will be able to download an electronic certificate of the company (with RC number and Tax Identification Number) for free and the e-Certified Status Report or Extract (for a fee) showing the directors and shareholders as well as other information about the company. The e-Certified Status Report or Extract can be downloaded about a week after registration upon paying N5,000 (about US$10). The Memorandum and Articles of Association of the company are only obtainable by making application for a certified true copy to the CAC for a fee. Application for certified true copy of the Memorandum and Articles of Association is N5,000 (about U$10) and courier cost of about N5,000 (US$10).

 

  1. ARE THERE ANY MANDATORY REGULATORY REGISTRATION AND FILINGS FOR A REGISTERED COMPANY?

Yes. Regardless of the sector or nature of business, a registered company is required to register with the following bodies and file statutory returns:

  1. Special Control Unit for Money Laundering (SCUML) to which all suspicious transactions must be reported periodically;
  2. Federal Inland Revenue Service (FIRS) to which all Federal taxes are to be paid and tax returns filed, such as:
    1. Company Income Tax (CIT): 0% for small companies with turnover less than N25,000,000 ($50,000); 20% for medium companies with turnover above N25,000,000 ($50,000) but less than N100,000,000 ($200,000) or 30% for large companies, if the Company’s annual turnover is above N100,000,000 ($200,000). Income Tax Return is due for filing not later than 18 months post registration or 6 months after the end of the accounting period.
    2. Value Added Tax (VAT): 7.5% upon goods and services rendered by the company.
    3. Education Tax: 2% of the company’s assessable profit.
    4. The National Information Technology Development Levy: 1% of profit before tax (PBT) for companies with annual turnover above $200,000.
    5. There are other taxes like Petroleum profit tax, capital gain tax, stamp duty, etc. that are chargeable depending on the sector or transactions undertaken by the company.
  • Industrial Trust Fund (ITF): 1% of the annual payroll for development of industrial training.
  1. National Social Insurance Trust Fund: 1% of employee’s monthly payroll.
  2. Local Government Council in charge of the business address of the company for the payment of Television and Radio License Fee of N250,000 ($500) annually for big companies in the urban area.
  3. State Inland Revenue Service to which the personal income tax of employees will be paid.
  • Pension Fund Administrator (PFA): PFAs are private companies licensed by the Pension Commission (PenCom) to receive mandatory monthly pension contributions from companies with 5 or more employees. Mandatory monthly pension contributions are made by both the employer (which contributes 10% of the employee’s monthly emolument) and the employee (which contributes 8% of his or her monthly emolument). The Pension Reform Act 2014 mandates every eligible employer to deduct monthly pensions and remit to the employee’s PFA. Penalty for default is 2% of the unpaid amount.
  • National Health Insurance Scheme (NHIS) Contribution: 10% (by employer) and 5% (by employee) of the monthly basic salary of every employee must be contributed towards health insurance.
  1. National Housing Fund (NHF) Contributions: Employers are required to register with NHF and deduct 2.5% of employee’s monthly basic salary and remit to NHF

 

 

WHY DOES A BUSINESS NEED COMPANY SECRETARIAL SERVICES?

Nigerian companies, by law, are required to appoint a Company Secretary. It is an offence to conduct business without appointing one. Besides, it is a good business practice to remain in sync with the regulatory compliances of the country one is operating in. Thus, tasks like holding statutory records, maintaining shareholders’ register, and submitting audited financial statements, assume prime importance. Company secretarial services are required to cater to these compliance functions

 

OUR Company formation Services

The objective of this service is to assist companies in obtaining requisite approval from Industry regulators for operational or compliance purposes.

Our services include:

  • Organizing board, general, and other meetings on behalf of clients and companies.
  • Timely dispatch of notices of meeting
  • Timely perfection of minutes of meeting and dispatch to directors and members
  • Maintaining register of members and keeping it updated at all times
  • Timely preparation and dispatch of share, and bonus certificate to shareholders
  • Timely preparation and dispatch of dividend warrants to shareholders as at when due
  • Prompt response to shareholders queries and complaints
  • Timely filing of annual returns with regulatory bodies
  • Preparing and filing requisite forms for noticeable changes such as changes in appointment, resignation, removal of directors and changes in registered office address
  • General advisory services on corporate governance and reconstitution e.g. recapitalization, takeovers and mergers. Ensuring statutory compliance with the Companies and Allied Matters Act (CAMA)
  • Provision of Immigration services including obtaining business permits and expatriate quotas from relevant government establishments
  • Registration of trade marks, patents and designs
  • Registration of Technical Agreements with the National Office for Technology Acquisition and Promotion (NOTAP)
  • Liaising and obtaining approvals from regulatory and/or supervisory agencies
  • Scheduling and coordinating general meetings, and meetings of the Board of Directors or Board Committees
  • Drafting and distributing minutes and other documentation pertaining to meetings
  • Filing statutory documents like annual returns, resolutions, changes in the composition of the board or the shareholding structure, or charges against the company’s assets
  • Filing the required annual returns with the Corporate Affairs Commission(CAC)so as to remain compliant with the provisions of the Company and Allied Matters Act
  • Drafting Memorandum and Articles of Association (MAA) at the time of incorporation of company
  • Arranging for a registered office for business registration
  • Executing post-incorporation services like filing changes in incorporation records with the CAC, handling changes in company name or MAA, etc.
  • Registering and obtaining approval from government agencies on special corporate matters like business permit, import licensing, expatriate quota, issue or transfer of shares involving non-resident shareholders from the Securities and Exchange Commission (SEC), registration of contractors, remittance of dividends and repatriation of capital overseas, etc.
  • Advisory on trade and investment in Nigeria;
  • Representation in Nigeria for transnational companies and offshore investors;
  • Brand protection and anti-counterfeiting services (trademark and patent services);
  • Legal Due diligence;
  • Legal compliance;
  • Business immigration services.
  • Company formation (pre-formation, incorporation and post-incorporation).
  • Prepare, attend and co-ordinate company meetings; prepare minutes and maintain company’s minute Book.
  • Maintain Register of Members and other statutory books/records and file returns.
  • Prepare resolutions on behalf of the company
  • Regulatory compliance advisory services.
  • Directorship services.
  • Corporate structuring advisory services.
  • Offer general advice on routine statutory company secretarial matters.

 

INDUSTRIES WE HAVE SERVED

  • Aviation
  • Banking & Finance
  • Tax
  • Mining
  • Oil & Gas
  • Intellectual Property
  • Litigation
  • Sports, Entertainment & Media
  • Maritime
  • Capital Market – Private Equity
  • Company Secretarial and Regulatory Compliance
  • Pro Bono

 

 

 

Choose us as Nigeria’s Company Formation & Company Secretaries

Business Cardinal helps entrepreneurs and firms in setting up their company in Nigeria by providing company/corporate secretarial services to aid them in following compliance requirements properly. Our experts specialize intaking care of regulatory matters in a safe and timely fashion, as per your customized business needs. We have an experienced corporate secretarial team in Nigeria to support you with compliance and business consulting.

  • Our Firm provides valued company secretarial services to our local and international clients. We advise a wide range of clients from start-up companies to established entities.
  • We provide technical and practical support to company secretaries and directors on all aspects of corporate compliance, corporate governance, administration, and general corporate matters.
  • We ensure compliance with the law, regulations, and best practices through our proactive and periodical secretarial/legal audit of our corporate clients.
  • Our Firm renders legal advisory services in the establishment, registration, management, and winding-up of companies and other business entities in Nigeria.
  • We also facilitate, attend, and record board committee, management and shareholders meetings.

 

 

Business Cardinal ’s Company Formation and Registration, Company Secretarial Services is made up of seasoned lawyers with extensive experience in regulatory compliance and corporate law in Nigeria, which enables us provide cutting edge legal advisory services to both our local and international clients that cut across sectors. We understand that the compliance of a Nigerian business entity with Nigerian laws that regulate such business is key to the success of the business in Nigeria and we aim to assist our clients achieve this at minimal cost.

If you would love to engage us for this service, please call us on 08023200801 or request us to send you a proposal by email to hello@businesscardinal.com or complete our customer enquiry form for more details.

 

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