Procedure For Incorporation Of Company

The legal requirements for the incorporation of
companies are contained in the Companies and Allied Matters Act (CAMA) Cap 59 LFN 1990. The operational requirements of companies are governed by CAMA and several other laws such as the Nigerian Investment Promotion Act, the companies income Tax Act, Investment and Securities Act, 1999, Foreign Exchange Act of 1995 etc.
There are several legal requirements stated by the companies as Allied Matters Act 1990 in sections 18 to 40 for the incorporation of new companies. It is the responsibility of the promoters a company to select a name for their company. The company must have a name which must not be identical with another registered company. Availability must be conucted at the Corporate Affairs Commission to verify the availability and suitability of the selected name. Also the company must have a registered  business address within Nigeria.
The law allows for registration of companies for companies limited by shares, limited by guarantee, unlimited and partnership. Under those companies limited by shares a company can be a private company limited by shares or a public limited liability company. At incorporation, all the legal objects of the company must be contained in its Memorandum and Articles of Association. The legal objects are the major business objectives of the company and the framework which it intends to run its business within the acceptance of the law.
There are several types of shares such as ordinary, preference and deferred shares. The currency allowed for shares is the naira. And the minimum authorized share capital for private company is N10,000 while for public companies is N500,000. A minimum of 25% of the authorized share capital must be subscribed and paid for.
Before a company is registered by the Corporate Affairs Commission, certain documents need to be provided by the promoters of the company to the commission. These documents are contained in Section 35 of the Companies and Allied Matters Act. They are:
1. A set of Memorandum and Articles of Association of the company.
2. A set of incorporation forms containing the notice of registered office address, particulars of directors and statement of authorized share capital.
3. An availability of name form showing that the suggested name of the company is available at the commission’s registers.
4. A statutory statement by a legal practitioner states that all the requirements of CAMA have been complied with.
5. Payment of the commission’s statutory registration fees of N10,000 for every one million.
6. Payment of stamp duty fees.
Note that under Nigerian law, foreigners are allowed to wholly own companies or part, own with Nigerians in spheres of business except production of arms, narcotic drugs and production of military wears and equipments.
This is found under the Nigerian Investment Promotion Act 1990

Nkechi Bright-Ewere