This article provides a brief overview of the features of different
legal forms available for businesses in Nigeria; it as well details the
practical requirement for incorporating or registering same under the law.
1.1. Artificial Legal Personality
One of the foundations for business success is the separation of the
business from the individual. The idea is to give the business a life if its
own. The concept of “artificial legal personality” in law is a response to this.
It refers to situations where the law clothes non-human entities (e.g.
businesses) with qualities of a “person”. The reason is that these entities
are composed of several persons (e.g. employees, management etc.)
whose actions and decisions cannot be ascribed solely to any particular
natural (human) person. Some of such incidences of “person” are: power to
own property, capacity to sue.
Thus companies for instance are “artificial legal persons” whose actions
are distinct from the human persons that own, manage or work in them. A
company director is not liable to pay you a debt he received from you if the
debt was received in the company’s name. Hence in dealing with such
legal personalities, extreme caution must be observed. A person can form
a company, use it to receive loans and thereafter abandon that company
and form another one. In that case you cannot pursue him to recover the
debt from him as an individual or from his new company. Advice of a lawyer
is required when dealing with legal personalities to avoid such unpleasant
The main difference between artificial and natural persons is perpetual
succession –artificial persons do not die even if all its owners, managers
and workers die.
1.2. Companies and Allied Matters Act (1990)
The principal law regulating the incorporation/registration of businesses in
Nigeria is the Companies and Allied Matters Act 1990 (CAMA). It creates
the sole company’s registry in Nigeria: the Corporate Affairs Commission
(CAC), it provides for the incorporation and regulation of different kinds of
companies, the registration of business names and the incorporation of
Trustees of Non-Profit Organizations.
1.3. Business Forms
Common forms for business include; Private Limited Liability Company
(Ltd); Public Limited Liability Company (Plc); Unlimited Liability Company
(Unltd); Limited by Guarantee (Ltd/Gte), Registered Business Names (BN);
Incorporated Trustees (IT).
2.1 Private Limited Liability Company (Ltd)
Is the smaller and more common unit of formal legal personality for a
business. It is flexible in terms of requirements for incorporation and
management and combines the advantages of legal personality (e.g.
perpetual succession) with flexibility and privacy as ownership remains with
the founders and its records are not published. It is suitable for SME’s and
family businesses. It can also be upgraded to Plc or Unltd when it expands.
2.2 Registered Business Names
A business name is not a legal personality but merely a registration of the
name a business uses so as to notify the public of its owner. The property
of the business name belongs to the owner(s) personally. It terminates at
the owner’s death. It is suitable for SME’s, sole proprietors and
partnerships but lacks advantages of legal personality.
2.3 Public Limited Liability Company (Plc)
Big companies whose ownership (shares) is open to the public and may be
quoted on the stock exchange. Unlike Ltd, they can have more than 50
owners. Requirements for incorporation and management are strict. They
require additional regulation from the Securities and Exchange Commission
(SEC) to be quoted on the stock exchange. They lack privacy as certain
records (e.g. financial and management) must be published.
2.4 Unlimited Liability Company (Unltd)
This is rare in Nigeria, but are usually large trans-nationals. Unltd unlike Ltd
and Plc are companies that have the advantage of legal personality but the
members bear personal liability for the company’s businesses losses. In
Ltd and Plc, the owner’s responsibility for business loses is limited to
paying for the shares they own and no more. Stringent regulations also
govern their registration and management.
2.5 Limited by Guarantee (Ltd/Gte)
Ltd/Gte is really not a business form in the traditional sense. It is a special
creation of the law for Non-Profit Organizations (NPO) such as charities,
learning institutions, NGO etc. While it may carry on activities that generate
income, such income cannot be shared as profit between the owner’s, the
profit must be applied to fulfil the companies stated aims and objective. The
owners liability to business losses is limited to an amount which they
guarantee to pay in the event the company folds up
2.6 Incorporated Trustees (IT)
Is also another special creation for NPO’s. It is an association of people
who aim to promote either religious, socio-cultural or such objectives on a
not-for- profit basis. It is not a legal personality, but incorporation confers
legal personality on the responsible members called Trustees whom the
association has appointed. Most religious bodies (churches, mosques) and
social association (eg old students) register under this category.
The requirements for registration of the two most common business forms
(Ltd and Business Names) are detailed below, requirement for the others
are available on request
3.1 Incorporating a Private Limited Liability Company
Incorporating a Ltd at CAC includes payment and filing of the following
i. Form CAC 1 (Name Reservation): The application allows for two
proposed names, processed in order of preference. Name must not
conflict with existing companies or be objectionable. Advice of an
experienced lawyer in name selection is helpful.
ii. Form CAC 7 (Directors): At least 2 adults (above 18). Information
required: full names, nationality, address, phone no., e-mail and copy
of means of identification (i.e. International Passport, Driver’s License,
National ID or Voter Card).
iii. Form CAC 2 (Subscribers): The original shareholder (owners) of the
company. Must include 2 adults, may and usually are also Directors.
Must also provide same information required from Directors. Where
tender children lacking means of ID are included, birth certificates will
suffice. State their shareholding percentages.
iv. Memorandum and Articles of Association (Memart): Sets out the
business objects of the company and defines and regulates
operations. Business objects must be lawful; however certain objects
require special qualification by at least one of the Directors, e.g.
engineering, hospitals. Advice of a lawyer is required to prepare it.
v. Form CAC 3 (Registered Address): Proper street address located in
vi. Form CAC 2.1 (Company Secretary): A company must appoint a
person competent in corporate matters as its Secretary.
vii. Stamping: Stamp duty (ad valorem the share capital) is paid to the
Federal Inland Revenue Service (FIRS) to stamp the Memart and
viii. Miscellaneous: Foreign subscribers or Directors should produce their
residence permit or furnish their foreign address. Where another
company is a subscriber, produce a copy of its certificate, a resolution
signed by 2 Directors and its common seal for execution of the
ix. Form CAC 4 (Statutory Declaration): Upon assembling all the
documents, a lawyer must peruse them and make a sworn declaration
that all the requirements of the CAMA has been complied with in
respect of the Incorporation.
Incorporation Documents: Upon successful incorporation, CAC issues: a
Certificate of Incorporation bearing the company’s RC (Registered
Company) number, as well as Certified True Copies (CTC) of the Memart,
Form CAC 2 and 7. CTC of other forms may be obtained upon extra
3.2 Registering a Business Name
Involves payment and submitting the following information and documents
i. Form CAC 1 (Name Reservation): Same requirement as Ltd above.
ii. Form 2 (Business Name Jacket): Information to be supplied include:
Nature of business, business address, full name, 2 colour passport
photographs, nationality, phone no., e-mail, copy of means of
identification (i.e. International Passport, Driver’s License, National ID
or Voter Card) occupation, age, sex, former nationality or names (if
any) of proprietor or partners. If a minor (below 18 years) is involved,
an attestation by a lawyer, Senior Police Officer or Magistrate is
iii. Corporate Proprietor: If a company is a proprietor or partner, a copy
of its Certificate of Incorporation, Form CAC 7, evidence of payment of
annual returns and a resolution signed by 2 Directors and its iron seal
for execution is required.
iv. Proficiency Certificates: If the nature of business involves any
regulated profession or business (e.g. law practice, accountancy,
primary or secondary school e.t.c.) All (not just some) of proprietors or
partners must produce relevant proficiency certificates to show that
they are qualified in that field.
Emmanuel Ukpai is a seasoned Lawyer and also runs his own training firm, where he teaches law, trains and advises SME owners on legal issues.