Business Registration Lawyers in Lagos & Abuja

Every business and organisation that operates in Nigeria needs the right legal form, registered with the Corporate Affairs Commission (CAC). Under the Companies and Allied Matters Act 2020 (CAMA 2020), that can mean a company, a limited liability partnership, a business name or, for non-profit and religious bodies, incorporated trustees. Each has different rules on ownership, liability, tax and ongoing filings, and the choice made at registration has consequences for years.

We handle business registration in Nigeria from start to finish for both business and non-business entities: founders and family businesses, foreign investors setting up a subsidiary, professional firms, and NGOs, foundations, churches, mosques and associations. We advise on the right structure, prepare the documents, file with the CAC, respond to queries and guide you through the steps that follow.

Entities we register

| Entity | Best for | Separate legal entity | |---|---|---| | Private company limited by shares (Ltd) | Most businesses, startups and foreign-owned subsidiaries | Yes | | Public company (Plc) | Companies that will raise funds from the public | Yes | | Company limited by guarantee | Non-profit bodies that prefer a company structure | Yes | | Limited liability partnership (LLP) | Professional firms and partnerships | Yes | | Business name | Sole traders, freelancers and small partnerships | No | | Incorporated trustees | NGOs, foundations, religious bodies, associations and clubs | Yes |

CAMA 2020 also provides for unlimited companies and limited partnerships, which are used in more limited circumstances, such as certain investment structures.

Registering a business

Companies

A company is the usual vehicle for a business that wants to limit its owners' liability, bring in investors, borrow, employ staff or bid for large contracts. CAMA 2020 allows a private company to be formed with a single shareholder, who may also be the sole director, and most of the process now runs on the CAC's online portal.

1. Name availability search and reservation

2. Preparation of the memorandum and articles of association

3. Details of directors, shareholders, the company secretary where applicable, and persons with significant control

4. Filing of the statutory forms and payment of filing fees and stamp duty

5. Issue of the certificate of incorporation and certified true copies of the documents

The minimum issued share capital is ₦100,000 for a private company and ₦2,000,000 for a public company, but higher capital may be needed for regulatory licences, foreign-owned companies or business permits. We advise on founder and investor shareholdings, classes of shares, and whether you need a shareholders' agreement alongside the articles.

Business names

Anyone carrying on business under a name other than their own full name must register that name with the CAC under Part E of CAMA 2020. A business name is quick and affordable to register, but it is not a separate legal entity: the owner or partners remain personally liable for the debts of the business.

A business name may be suitable where you are testing an idea or trading on a small scale, your exposure to business debts is limited and you do not need outside investors. A company is usually better where you plan to raise investment, enter large contracts, employ staff or apply for licences and government contracts.

1. Availability search and reservation of the proposed name

2. Registration form with details of the proprietor or partners and the nature of the business

3. Identification documents and payment of fees

4. Issue of the certificate of registration

Registering a business name does not give you exclusive rights to the brand. To protect your name and logo, consider trademark registration.

Limited liability partnerships

An LLP combines the flexibility of a partnership with limited liability for its partners, and is well suited to professional firms. We prepare the incorporation documents and the partnership agreement that sets out how the LLP is managed and how profits are shared.

Registering a non-business entity

Incorporated trustees

Charities, foundations, churches, mosques, alumni associations, professional bodies and other non-profit organisations usually obtain legal personality by registering their trustees as a body corporate under Part F of CAMA 2020. Once registered, the organisation can own property, open bank accounts, enter contracts and sue or be sued in its own name, which gives donors, partners and members confidence.

We register:

• non-governmental organisations and charities

• family and corporate foundations

• churches, mosques and other religious organisations

• professional, trade and community associations

• alumni groups, clubs and social organisations

The process is:

1. Reservation of the proposed name with the CAC

2. Preparation of the constitution, setting out the aims and objectives, governance and the appointment and removal of trustees

3. Appointment of trustees and preparation of their particulars

4. Publication of a notice inviting objections to the registration

5. Filing the application with the CAC and responding to queries

6. Issue of the certificate of registration

Companies limited by guarantee

Some non-profit organisations prefer a company limited by guarantee, which has members and directors rather than trustees and no share capital. We advise on which structure best suits the organisation's purpose, funding and governance.

Compliance for non-profit organisations

CAMA 2020 strengthened the regulation of incorporated trustees. Registered organisations must file annual returns and statements of affairs, keep proper accounts and use their funds only for their stated objects, and the CAC can intervene where there is mismanagement or misconduct. Some organisations must also register with the Special Control Unit against Money Laundering (SCUML); see our anti-money laundering compliance service.

What you need to register

• two or more proposed names, in order of preference

• the nature of the business or the aims and objects of the organisation

• a registered address in Nigeria

• names, addresses, contact details and identification of the directors, shareholders, proprietors, partners or trustees

• details of persons with significant control for companies

• the share capital and how the shares are allotted for companies

• a constitution, for incorporated trustees

After registration

Registration is the start, not the end. Companies, business names and incorporated trustees must all file annual returns with the CAC, and changes such as new directors, shareholders, partners or trustees must be notified. A tax identification number is now generally issued alongside registration, and we guide you through opening bank accounts and obtaining any sector licences. Our post-incorporation and annual returns service keeps your entity in good standing.

Foreign investors have further steps, including registration with the Nigerian Investment Promotion Commission, capital importation and business permits; see setting up a business in Nigeria.

How we help

• advising on the right structure for your business or organisation

• name searches and reservations, including advice when a name is rejected

• drafting the articles of association, partnership agreement or constitution

• filing with the CAC and responding to queries until the certificate is issued

• annual returns, changes of directors, shareholders or trustees, and amendments

• converting a business name into a company as the business grows

Our corporate and commercial lawyers in Lagos and Abuja handle business registration in Nigeria for local and foreign clients. To register your business or organisation, contact us.