Incorporation of Company (Private or Public) Requirements
Availability and Reservation of Name
Payment of appropriate Stamp Duty to Federal Board of Inland Revenue
Submission of Memorandum and Articles of Association together with statutory forms for verification and assessment
Payment of filing fees at the Corporate Affairs Commission
Incorporation of a Company Limited by Guarantee Requirements
Availability and Reservation of Name
Memorandum and Articles of Association
Completion of Statutory Forms
Payment of Stamp Duty to Federal Board of Inland Revenue
Payment of filing fees
The consent of the Attorney-General of the Federation
Conversion and Re-registration of Private Company as Public Application should be accompanied by the following:-
Special resolution signed by at least two directors to convert and register the company
Memorandum and Articles of Association as required under CAMA for public companies
Written statement by the Directors in respect of share capital
Balance sheet as at the date of the resolution or the preceding six months, whichever is later
Statement must show that the paid-up capital of the company as at the date of the application is not less than 25 percent of the authorized share capital
Copy of any prospectus or statement in lieu of prospectus delivered within the preceding 12 months to Commission
Payment of filing fees
Annual Returns to be filed up to date
Evidence of S.636 (in case of banks etc)
Re-registration of company Limited by Shares as unlimited Company An application in the prescribed form signed by two directors and the Secretary and accompanied by:
A prescribed form of assent to the company being registered as unlimited
A statutory declaration made by directors of the company
Stamped Memorandum and Articles of Association incorporating the alterations set out in the application
Payment of filing fees
Re-registration of Unlimited Company as Limited by Shares
Special resolution stating the proposed share capital and requisite alterations in the Articles
Application in the prescribed form signed by at least two directors and secretary
Memorandum as altered in pursuance of the resolution
Articles so altered
Company’s balance sheet as at date of the resolution or the precedent six months, whichever is later
Statutory declaration in the prescribed form by two directors and the Company Secretary that the special resolution required by Section 50 of the CAMA has been passed, and that the company ‘s net assets are not less than the aggregate of the paid-up share capital and undistributable reserves
Copy of prospectus or statement in lieu of prospectus delivered within the preceding 12 months to the Securities and Exchange Commission
Payment of filing fees
Registration of Mortgages, Debentures and Charges
Completion of statutory form with instrument creating or evidencing mortgage or charge attached
Payment of stamp duty to Federal Board of Inland Revenue
Payment of filing fees
If out of time, a court order extending the time should be attached
Increase in Share Capital
Notice of increase in share capital in the prescribed form
Statement of increase in the prescribed form
Payment of Stamp Duty to Federal Board of Inland Revenue
Notice of increase to be signed by the company’s two directors or the secretary
Payment of filing fees
Evidence of compliance with S.636 where applicable
Change of Name
Availability and Reservation of new Name
Application giving reasons for the change of name signed by two directors
Special Resolution stating the change desired duly signed by two directors of the company
Surrender of the original Certificate of Incorporation for cancellation
Payment of filing fees
Up to date Annual Returns
Stamped memo and articles bearing the new name
S.636 in case of Banks, Financial Institutions etc
Company Searches
Completion of prescribed form
Payment of search fees
Annual Returns to be filed up to date
obtaining Certified True Copies (CTC) of filed Documents
Completion of application form
Payment of filing fees
Photocopies of documents
Up to date Annual Returns<
CTC OF Certificates
Affidavit supporting the application deposed by a company director
Application to the Commission to be signed by the chairman or two directors
Payment of filing fees
Up to date Annual Returns
Other Statutory Filings
Annual Returns
Each company has to within 42, days of its Annual General Meeting submit to the Commission in the prescribed form a statement of its accounts; or a letter explaining absence of statement of accounts. Non compliance with this provision attracts penalty and the risk of having their companies struck off the companies register
Payment of filing fees
Alteration of Memorandum and Articles
Special Resolution signed by at lease two directors to be filed within 43 days
Payment of filing fees
Re-stamping of memorandum
Altered memorandum should be stamped at the Federal Board of Inland Revenue
Up to date Annual Returns
S.636 to be complied with where necessary
Change of Directors
Special Resolution
Filing of new form CO7 to be supported by resolution
Payment of filing fees
Appointment/Change of Secretary
Special Resolution signed by at least two directors
Filing of new form CO7A
Payment of filing fees
Extracts of meeting where directors were removed or appointed
Allotment of Shares
Special resolution signed by at least two directors
Payment of filing fees
Filing of new form C02
Evidence of increase in share capital
Filing of Statement of Affairs by Bank, Insurance Companies and other Financial Institutions
Every banking, Insurance and other financial institution shall before it commences business and on the first Monday in February and first Tuesday in August of every year submit to the Commission a Statement of its Affairs
- PART A - Registry