Tuesday, November 2, 2010

INCORPORATING A PUBLIC COMPANY IN NIGERIA

DO YOU INTEND TO INCORPORATE A PUBLIC LIMITED COMPANY?
Procedure
1.       Select, in order of preference, a few suitable names for each of which should indicate as far as possible the main object of the proposed company.
2.       Avoid names which resembles too closely or are the same  as the names of any other company already registered.(S.30(1)(a))
3.       See that the name does not violate any existing trade mark or business name registered in Nigeria, unless the consent of the owner of the trade mark or business name has been obtained (S.30(1)(d)).
4.       Apply to the Corporate Affairs Commission to ascertain which of the names selected by you is available.
5.       The Registrar-General will ordinarily inform you within certain period from the submission of your application whether any of the names applied for is available. If the name is not available, you will have to apply again selecting fresh names.
6.       Get the memorandum and articles of association suitably drafted. (section 28&34 Tables B, C and D respectively in schedule 1 to this Act, or as near that from as circumstances admit.) (Table A for articles of association)
7.       If you want to have the shares of your proposed Company to be enlisted with a recognised stock exchange then submit the draft of the proposed memorandum and articles of association to the stock exchange well in advance for its scrutiny and provisional approval. (see Rules Governing listing on the Nigeria Stock Exchange).
8.       Get both the memorandum and articles of association stamped. (see SS.27(6), 34(4)).
9.       Get both the memorandum and articles of association signed by each subscriber, each of whom will also write his names, occupation, address and number of shares subscribed for. There will be at least one witness to these signatures. (SS.27(2)(c), 27(5)34(3)(c)). These two documents may be signed on behalf of the subscribers by their agents duly authorised by power of attorney. An illiterate subscriber should give his thumb impression or mark which is described as such by the person writing for him.
10.   Both documents will then be dated.
11.   Get the following form duly filled up and signed:
(I)                 Consent of persons who are to be first Directors (S. 35(2)(c)).
12.   Get also the following forms duly filled up and signed:
(I)                 Declaration of compliance in form C.O.1.(S. 35(3))
(II)               Notice of the address of the registered office of the company in form C.O.6
(III)             Particulars of Directors  in form CAC 7
(IV)             Particulars of secretaries in form C.O. 7
(V)                Statement of nominal share capital form signed by at least one of the Directors of the company (S. 35(1)(d)).
(VI)             Availability of name form duly signed by an officer of the C.A.C. (S. 35(2)(e)).
(forms stated in sub-items (ii) and (iii), though required to be filed within 30 days of incorporation of the company, are generally filled together with the memorandum and articles of association.)
13.   The memorandum and articles of association together with all forms listed above, after payment has been made at the stamp duty office, must be presented with the original copy of the revenue collector’s receipt, to the verification officer in a file jacket and not loosely.
14.   If the verification officer (a legal practitioner) certifies that the documents are in order, it will then be passed to the assessment officer to assess the registration fee, but if not, the documents will be returned at this stage to the applicant.
15.   From the assessment officer, it passes on to the accounts section for payment of the registration fee. Photostat copies of the receipts of the stamp duty and registration fee respectively will be made and attached to the memorandum for easy confirmation of payment. At this stage the applicant will be asked to go away and to call back in a few weeks time to collect the certificate.
16.   From the accounts section, the documents will be forwarded to the jacketing section.
17.   The file will from that section be passed on to the Assistant Registrar for approval.
18.   If it is approved, it will be sent to the registration section for registration number.
19.   It goes from the registration section to the tying pool for the typing of the certificate and from the typing pool back to the registration section for checking and sealing.
20.   The registration officer will thereafter forward the file to the Assistance Registrar for final checking, from where it will be passed to the designated signing officer who will sign on behalf of the Commission.

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