Nigeria
Corporate Guide

What is the process of setting up a company in Nigeria?

Registration of a company is initiated and completed on the CAC’s Company Registration Portal which is accessible to accredited agents (i.e. legal practitioners, accountants, and chartered secretaries) and individuals who are directors, trustees or proprietors / partners in the company seeking to be registered. The following represents a step-by-step process for the registration of a company in Nigeria.

1. Search available company name

The promoters of a company shall select a preferred name and an alternative name with which the company may be registered. Please note that the use of certain names is prohibited or restricted under CAMA 2020. 

Prohibited names

Section 852(1) of CAMA 2020 prohibits the use of certain names in the registration of companies, including: 

• Names identical to the name of an existing company or limited liability partnership, or so nearly resembling that name as to be calculated to deceive (except where the company or limited liability partnership is in the course of being dissolved and signifies its consent).
• Names containing the words “Chamber of Commerce” unless it is a company limited by guarantee. 
• In the opinion of the CAC, the name:
  • is misleading as to the nature or extent of its activities or is undesirable, offensive or contrary to public policy;
  • violates existing trademarks, business names or body corporates registered under CAMA 2020 unless the consent of the owner is obtained;
  • contains a word likely to mislead the public as to the nationality, race or religion of the persons by whom the business is wholly or mainly owned or controlled; 
  • is deceptive or objectionable in that it contains a reference or suggests an association with any practice, institution, personage, foreign state government, international organisation or international brand, or is otherwise unsuitable 
  • Is capable of undermining public peace or national security.

Restricted names

Further to section 852(2) of CAMA 2020, a company may not be registered with a restricted name unless the Commission consents to the use of such a name. Restricted names are names that include: 

• the words “Federal”, “National”, “Regional” or “State”, 
• “Government” or any word which in the opinion of the Commission suggests or is calculated to suggest that the company enjoys the patronage of the Government of the federation, state, minis-try or department in Nigeria, or contains the word “Municipal” or “Chartered”, or in the opinion of the Commission, suggests or is calculated to suggest, connection with any municipality or other authority; 
• contains the word “Cooperative” or its equivalent in any language or abbreviation or the word “Building Society”; or 
• contains the word “Group” or “Holding”.

The promoters shall select names which are not prohibited. Where a restricted name is sought to be used, the promoters shall obtain the consent of the Commission. The promoters may also conduct a public search on the names of existing companies on the Commission’s website (at Public Search) to ensure that their proposed company name is not in conflict with any existing business or company name.

2. Reserve company name

An application for reservation of the preferred / alternative name is completed on the Company Registration Portal. Where the name satisfies legal requirements and does not conflict with any existing company or business name, the Commission shall reserve the name for a period of 60 days and assign an availability code to the name. A fresh application may be made to the Commission to further reserve the name after the expiration of the 60-day period.

3. Complete all statutory forms

The promoters shall within the 60-day window commence the registration of the company using the name availability code. All relevant forms and information, including the details of the directors, shareholders, issued share capital, business objects, and other information to be included in the memorandum and articles of association of the company, are completed on the Company Registration Portal.

4. Pay applicable fees

The promoters shall pay the applicable fees detailed below.

5. Submit the application for registration of the company

The completed application is submitted via the Company Registration Portal for the Commission’s approval.

6. Obtain certified copies of incorporation documents

Once approved, the certified copies of incorporation documents (i.e. certificate of incorporation, memorandum and articles of association, and the extract) can be downloaded online.