In modern day world, the need to own a business outfit is becoming extremely necessary day by day especially for upcoming entrepreneurs. Coupled with that fact the unemployment rate is on the geometric progression, so therefore it is important for the upcoming generation to be creative and thus give back to the society what the society cannot offer in return. This is possible if we come up with business ideas and drive towards setting up a business outfit which in essence makes us employer of labour at the long run.
Thus, each
nation has its own legalized mode and procedure for registering a business
outfit, so also Nigeria is not left out. Be that as it may, setting up a business
outfit as required by the law, is indeed the most formal way of doing business
in Nigeria.
More often
than not, entrepreneurs are not abreast of the modern day realities of a
setting up a business outfit, thus the need for this write up. It essentially
seeks to sensitize the reader of the requirements of setting up a business outfit
as obtainable in Nigeria as of today.
WHICH GOVERNMENT
AGENCY IS RESPONSIBLE FOR REGISTERING A BUSINESS OUFIT?
For the
purpose of doing justice to the above sub-head, it is important to consider the
relevant provisions of the law guiding incorporation of companies in Nigeria
which is no other than the Companies and Allied Matter Act 2004 Cap C20 LFN
2004. It is pertinent to consider Section 1 and 7 of the Act in order to have a
better understanding and knowledge.
Section 1 of
the Companies and Allied Matters Act provides thus
“There is hereby established under
this Act, a body to be known as the Corporate Affairs Commission(in this Act
referred to as the Commission)”
Furthermore,
Section 7 of the Companies and Allied Matters Act provides further
7 (1) The
functions of the commission shall be to
(a) Subject
to section 541 of the act, administer this act including the regulation and supervision of the formation, incorporation,
registration, management, and winding up of companies under or pursuant to
this Act….”
For the
avoidance of doubt, it is important to consider Section 541 of the Act to know
the scope of the commission and its limitations thereto.
541. (2)
This Act shall not apply to unions of workers or of employers; and registration
of any such union whether described as such a union or a trade union shall, if
effected under the companies Act, 1968 before its repeal be void.
By
a combined effect of Section 1 and 7 of the Companies and Allied Matters Act, 2004,
the Corporate Affairs Commission is the regulatory institution embedded with
the powers of registering and incorporating companies in Nigeria. It is
important to note that its powers is not in any way extended to registration of
trade union or employers in Nigeria as provided by Section 541 of the Act. Thus,
its powers are only limited to registration of a small business scale, which
can be termed to be a business name outfit under the Act, Private Limited
Liability Company/Public Limited Liability Company and/or Incorporated Trustees which are established
for the purposes of religious, cultural, development, sporting and charitable
activities amongst others.
REQUIREMENTS
FOR SETTING UP A BUSINESS OUTFIT IN NIGERIA
For the
purposes of this discourse, we shall limit our discussion to the requirements
of that of a business name and a limited company and we shall set discussion
for that of incorporated trustees for yet another day. Briefly, I will be
reeling out the requirements as obtainable, taking into consideration the
modern day realities as obtainable with the Corporate Affairs Commission.
CHECKLIST
OF REQUIREMENTS FOR LIMITED COMPANIES
ü
Desired
Name of Proposed company
ü
Full
Names of the Directors of the Business Outfit
ü
Full
Names of the Proposed Shareholders
ü
The
Address of the Directors and Shareholder of the Company
ü
Valid
Identity card- preferably International Passport or National Identity Card
ü
Proficiency
Certificate where necessary
ü
Desired
Share Capital of the Company- This may largely depend on the nature of business
and the required minimum share capital obtainable in the desired field of
business.
ü
Registered
Office Address
ü
Sphere
of Operation
ü
Object
of the Company
ü
Telephone
Numbers of Directors
ü
Email
Address of Directors
CHECKLIST
OF REQUIREMENT FOR A BUSINESS NAME
ü
Desired
name for the Proposed business oufit
ü
General
nature of Business
ü
Proposed
Office Address
ü
Full
names of Proprietors
ü
Nationality
ü
Sex
ü
Residential
address of Proprietor(s)
ü
Two
passports
ü
Qualifying
certificate in case of professional partnership
ü
Means
of identification- a valid identity card
ü
Telephone
Numbers of Proprietor(s)
ü
Email
Address
Note, an
individual that is less than 18 years of age cannot be a subscriber to the
memorandum except two other adult have subscribed thereto. It is important to
note also that an infant is prohibited from being a Director in a Company by Section
257 of the Companies and Allied Matters Act 2004.
It is
important to also point out that a minor can be partner under Part B of Companies
and Allied Matters Act, 2004 provided the application form is signed by either a
Magistrate, Legal Practitioner or Police Officer of or above the rank of
Assistant Superintendent of police.
SUBSCRIBED
MINIMUM SHARE CAPITAL OF CERTAIN COMPANIES[1]
Type of Company
|
Minimum Share
Capital
|
|
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
|
Issuing
House
Commercial
Banks with National Authorization
Commercial
Banks with International Authorization
Merchant
Banks
Micro
Finance Bank(Unit)
Micro Finance
bank (State & FCT)
Micro Finance
Bank (national)
Private
Security Company/Consultants
Air Transport
(International)
Air
transport (Regional)
Air Transport
(Local)
Aviation
Training
Aviation
Support services
Consultant
partnership
Bureau
De Change
Primary Mortgage
Institutions
|
200
Million
25 Billion
50
billion
15
Billion
20
Billion
100
million
2
Billion
10
million
2
Billion
1
billion
500
million
2million
50
million
2
million
35
million
2
billion
|
REQUIREMENT
FOR PROFICIENCY CERTIFICATE
TYPE OF COMPANY
|
CERTIFICATE REQUIRED
|
|
1.
2.
3.
4.
5.
|
PHARMACEUTICAL BUSINESS
ENGINEERING FIRMS & CONSULTANTS
ADVERTISING
MANAGEMENT CONSULTANCY
ACCOUNTING/FINANCE
|
Certificate issued by the
Pharmacists Council of Nigeria(PCN)
Certificate issued by the Council
for the regulation of Engineering in Nigeria (COREN)
Advertising Practitioners Council Of
Nigeria (APCON)
NIM
ICAN, ANAN & ACCA
|
It
is important to state that the above information in the table format are not
all encompassing, as there still exist other companies that required certain
minimum share capital and others which require a certain proficiency
certificate not contained in the above table.
Be
it noted that, as part of the new guidelines in Nigeria, it is important for
every company so registered to be registered with the Economic and Financial
Crimes Commission in Nigeria, which entitles the company to a certificate issued
by the Economic and Financial Crimes Commission.
In
conclusion, based on the uprising need to do business in a more formal way, it
is most desirable for prospective entrepreneurs to take up the challenge of registering
their business. Thus, considering the modern day realities, business can only
be sacredly done when a company is registered under the Companies and Allied
Matters Act, which is the government agency recognized and empowered in Nigeria
in that regard.
Rufus
Adeoluwa Olodude Esq. (LL.B(Unilorin, BL)
Legal Practitioner
Mobile:
+2348056446555
REFERENCES
Companies and Allied Matters Act 2004 Cap. C20 LFN 2004
Bhadmus on Corporate Law Practice, Chenglo Limited, Enugu, 2009
Corporate Affairs Commission Regulations
[1] Kindly note that registering a business name
does not require share capital.
No comments:
Post a Comment