Business Registration in Nigeria: Legal Requirements & CAC Process (2025 Guide)

By the Corporate & Commercial Law Team at O.I.D. Legal Consult

Setting up a business in Nigeria requires legal compliance with the Companies and Allied Matters Act (CAMA) 2020, the law that governs company incorporation and regulation. The Corporate Affairs Commission (CAC) is the statutory body in charge of company registration in Nigeria.

The most commonly used structure for both local startups and foreign subsidiaries is the Private Company Limited by Shares (LLC). Below is a detailed guide on the requirements for business registration in Nigeria, including documentation, legal provisions, and case law interpretations.

✅ Step-by-Step Requirements for Registering a Company in Nigeria

1. Choose a Unique Business Name

The first step in company formation is selecting a distinctive business name that is not identical or confusingly similar to any existing entity. The CAC reserves the right to reject names deemed misleading, offensive, or prohibited under Section 30 of CAMA 2020.

• You must reserve your name via the CAC’s name reservation portal.

• Approval is discretionary and subject to CAC's review.

Case Law: Corporate Affairs Commission v. Ajakaye (2009) — The court affirmed CAC’s authority to approve or reject company names based on statutory standards.

2. Prepare the Memorandum and Articles of Association (MEMART)

These foundational documents define:

• Memorandum: Business objectives, share capital, office address (Section 27, CAMA 2020)

• Articles: Rules for internal governance, director duties, share management (Section 28, CAMA 2020)

Case Law: Okoya v. Santilli (1994) — The Memorandum and Articles constitute a binding contract between the company and its shareholders.

3. Registered Office Address

Your company must have a registered business address in Nigeria where notices and correspondence can be delivered. This is a statutory requirement under Section 27(1)(b), CAMA 2020.

4. Declare Share Capital

Every limited company must state its authorized share capital and the number of shares to be issued.

• Minimum for Private Company: ₦100,000

• Minimum for Public Company: ₦2,000,000

Legal Basis: Section 27(2), CAMA 2020

Case Law: Adeyemi v. Nigerian Engineering Works Ltd (1974) — The court emphasized share capital as a determinant of financial capability and shareholder commitment.

5. Appoint Directors and Shareholders

According to Section 20 and 271 of CAMA 2020, the company must appoint:

• At least two directors (except for small companies which may have one)

• At least one shareholder

Directors must be at least 18 years old and of sound mind.

Case Law: Re: Oyediran Family & Co. Ltd. (2001) — Directors are fiduciaries who must act in the company’s best interest and can be personally liable for negligence or misconduct.

6. Register with the Corporate Affairs Commission (CAC)

Submit the following documentation to the CAC:

• Completed CAC Form CAC1.1 (Application for Registration)

• Memorandum and Articles of Association (MEMART)

• Details of Directors and Shareholders

• Notice of Registered Address

• Statement of Compliance (Section 30, CAMA 2020)

• Proof of payment of registration fees

Case Law: Corporate Affairs Commission v. Okiya (2018) — Upheld CAC’s power to reject incomplete or defective applications.

7. Receive Certificate of Incorporation

Upon approval, the CAC issues a Certificate of Incorporation, which:

• Confirms the company's legal existence

• Grants the company the right to commence operations as a legal entity

Case Law: Balogun v. Registrar of Companies (1995) — The certificate is conclusive evidence that a company has been properly incorporated.

📌 Post-Incorporation Compliance Requirements

Incorporation is only the beginning. Your company must also fulfill post-registration obligations, including:

1. Register for Tax Identification Number (TIN) with the Federal Inland Revenue Service (FIRS)

2. File Annual Returns with the CAC to avoid penalties (Sections 417 & 418, CAMA 2020)

3. Obtain operational permits or industry-specific licenses (e.g., NAFDAC, DPR, NCC, SON)

4. Register with other regulatory bodies (e.g., FIRS VAT, NSITF, PENCOM, ITF)

Case Law Reference: FIRS v. Mobil Producing Nigeria Unlimited (2017) — Reinforces the obligation of every incorporated entity to register and pay relevant taxes.

🛡️ Why Legal Support is Essential

A registered business that fails to comply with regulatory provisions may be:

• Sanctioned or blacklisted by CAC or FIRS

• Unable to access contracts, grants, or investments

• Vulnerable to lawsuits and legal restrictions

Engaging a corporate lawyer ensures:

• Proper documentation and CAC compliance

• Faster incorporation timelines

• Post-registration advisory and filings

📞 Need Help Registering Your Business in Nigeria?

The Corporate Law Team at Resolution Law Firm offers end-to-end services for:

• Business name and company registration

• Drafting of MEMART and corporate governance documents

• CAC filings and post-incorporation compliance

• Legal advisory for foreign or local investors

📧 oidlegalconsult@outlook.com 📱 +2348168868476 (Call or WhatsApp)

📚 Key Legal References

• Companies and Allied Matters Act (CAMA) 2020

• Corporate Affairs Commission v. Ajakaye (2009)

• Okoya v. Santilli (1994)

• Re: Oyediran Family & Co. Ltd. (2001)

• Adeyemi v. Nigerian Engineering Works Ltd. (1974)

• Corporate Affairs Commission v. Okiya (2018)

• Balogun v. Registrar of Companies (1995)

• FIRS v. Mobil Producing Nigeria Unlimited (2017)

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