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Registration of Limited Liability Company in Nigeria
Overview
Starting a private limited company in Nigeria is a preferred option for entrepreneurs aiming to establish professional and recognized businesses. Governed by the Companies and Allied Matters Act, 2020, and regulated by the Corporate Affairs Commission (CAC), this business structure offers benefits like limited liability, enhanced credibility, and growth opportunities. This structure offers shareholders limited liability protection while placing specific ownership constraints. In contrast, in the case of an LLP, partners oversee the management. Private limited company registration allows for a clear distinction between directors and shareholders.
The process involves, drafting and submitting Memorandum of Association and the Articles of Association, obtaining Digital Signature for directors and shareholders, and submitting the properly filled CAC forms. Once approved by the Registrar General of the Corporate Affairs Commission (CAC), your business receives a Certificate of Incorporation, making it a separate legal entity. This allows the company to own assets, sign contracts, and operate independently.
After incorporation, compliance is vital for smooth operations. This includes registering for VAT, Corporate Income Tax with the Federal Inland Revenue Service (FIRS) and filing of annual returns and audits with CAC and FIRS respectively. These requirements not only meet statutory obligations but also build trust with investors and stakeholders.
A private limited liability company is the ideal choice for entrepreneurs seeking scalability, structured growth, and funding opportunities. While the process may involve challenges like name approvals or regulatory steps, expert guidance ensures a seamless experience.
At EBConsults Ltd, we handle every step of the registration process, from documentation to compliance, so you can focus on growing your business confidently and efficiently.
What Is a Private Limited Liability Company?
A Limited Liability Company (commonly abbreviated as LLC or Ltd) is considered a separate legal entity from its owners, offering a secure framework for operations while safeguarding the personal assets of its members. This business structure, governed by the Companies and Allied Matters Act, 2020, is popular among entrepreneurs and small to medium-sized businesses (SMEs) for its combination of limited liability protection, ownership control, and scalability.
For instance, startups like Opay, Be began as private limited companies due to their ability to secure venture capital funding while maintaining limited liability for founders.
Unlike public companies, a private limited company restricts the transfer of shares and operates with a focused group of stakeholders. This makes it ideal for businesses seeking operational independence, confidentiality, and long-term growth.
Definition as per the Companies and Allied Matters Act,(CAMA) 2020
Section 22(1),(2),(3) and (5) of the Companies and Allied Matters Act, CAMA 2020, defines a Private Limited Company as an entity that has stated in its memorandum of association to be a private company and also states the following respectively:
- Restricts the Transfer of Shares:Shareholders cannot freely transfer their shares to the public or external parties. This restriction ensures that ownership remains within a close group of trusted individuals, protecting the company’s stability.
- Limits the Number of Members:A private limited company can have a maximum of 50 members, excluding current and former employees who hold shares. This limit ensures the company remains a private entity. (Exception: A Single Shareholder& Director Limited liability company can have only one member.- Section 18(2) of CAMA,2020
- Prohibits Public Invitations:The company is not allowed to invite the public to subscribe to its shares, debentures, or other securities. This makes private limited companies more focused on raising capital privately, such as through friends, family, or institutional investors.
Companies and Allied Matters Act, (CAMA) 2020
The Companies Act 2013 (A2 No.3 of 2020) is the primary source of Indian company law. It received presidential assent on 7th August 2020 and repealed the Companies and Allied Matters Act 2004. The Act Commenced immediately. The Corporate Affairs Commission headed by the Registrar-General is the government agency saddled with the responsibility of implementing and regulating the laws laid thereof by the Act.
What Are the Key Features and Benefits of a Private Limited Company?
A Private Limited Company provides an ideal business structure that combines legal protections, operational flexibility, and growth opportunities, making it a preferred choice for entrepreneurs and small to medium-sized businesses. Here are the 10 key features and 7 benefits of a Private Limited Company.
1. Limited Liability Protection
2. Separate Legal Entity
3. Perpetual Succession
4. Membership Flexibility
5. Restrictions on Share Transfers
6. No Minimum Paid-Up Capital
7. Privacy and Confidentiality
6. No Minimum Paid-Up Capital
6. No Minimum Paid-Up Capital
Benefits of a Private Limited Company
A Private Limited Company offers a range of advantages, making it a preferred choice for entrepreneurs and growing businesses. From ease of raising capital to legal protections, here’s why businesses opt for this structure:
1. Ease of Raising Funds
Venture capitalists and private investors favor Private Limited Companies due to their structured ownership and legal protections.
2. Enhanced Credibility
Registration under the Companies and Allied Matters Act, CAMA 2020, increases trustworthiness with banks, clients, and investors.
3. Attracts Talent
Ability to offer Employee Stock Ownership Plans (ESOPs) makes it attractive for skilled professionals.
4. Operational Independence
Management has full control over business decisions without interference from external parties.
5. Tax Exemptions for Small Companies
Companies classified as “Small Companies” under Section 2(85) of the Companies and Allied Matters Act enjoy reduced compliance and tax benefits.
6. Continuity of Business
Perpetual succession ensures that the business operates seamlessly despite changes in ownership or the demise of a member.
7. Legal and Financial Security
The separate legal identity and limited liability structure provide a secure foundation for long-term operations.
Difference Between Private Limited Company and Other Business Structures
The main difference between a Limited Liability Company LLC) and other business structures lies in the level of legal protection, ownership flexibility, and compliance requirements they offer. A Ltd Liability company is often preferred for its ability to limit personal liability, attract investors, and ensure operational continuity. In contrast, structures like Sole Proprietorship, Partnership, and Limited Liability Partnership (LLP) have their own unique features and limitations.
This table highlights the key differences between Private Limited Companies and other business structures to help you choose the one that fits your business needs best.
Key Feature | Private Limited Company | Public Limited Company | LLP (Limited Liability Partnership) | Sole Proprietorship | Partnership Firm |
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Applicable Law | Companies and Allied Matters Act, 2020 | Companies and Allied Matters Act, 2020 | Companies and Allied Matters Act, 2020 | Companies and Allied Matters Act, 2020 | Companies and Allied Matters Act, 2020 |
Ownership Structure | 2–50 shareholders | Unlimited public shareholders | 2 or more partners | Single owner | 2–50 partners |
Liability Protection | Limited to shares | Limited to shares | Limited to partners’ contribution | Unlimited liability | Unlimited liability |
Legal Entity Status | Separate legal entity | Separate legal entity | Separate legal entity | Not a separate entity | Not a separate entity |
Registration | Mandatory | Mandatory | Mandatory | Optional | Optional |
Minimum Capital | No minimum capital | High capital requirement | No minimum capital | Owner’s resources | No minimum capital |
Taxation | Corporate tax rates (20%-30%) | Corporate tax rates | Flat 30% tax rate | Taxed as individual income | Taxed as individual income |
Compliance | High compliance; annual filings | Very high compliance; public filing | Moderate compliance | Minimal compliance | Minimal compliance |
Governance | Directors appointed by shareholders | Managed by board of directors | Managed by designated partners | Fully controlled by owner | Jointly managed by partners |
Ownership Transfer | Restricted with approval | Freely transferable | Restricted by partner agreement | Not transferable | Requires mutual consent |
Business Continuity | Perpetual | Perpetual | Limited unless reconstituted | Ends with owner’s exit | Ends unless reformed |
FDI (Foreign Investment) | Allowed in most sectors | Allowed with restrictions | Allowed with approval | Not allowed | Not allowed |
Best For | Startups, scalable businesses | Large-scale businesses | Small businesses, startups | Freelancers, small traders | Small family businesses |
Examples | Betking, Bolt | UBA Plc, MTN, | Small consulting firms | Local tailor shops | Family-run retail stores |
Need help deciding the right structure? Our experts can guide you through the process of registering a Private Limited Company. Get Started Today.
Advantages and Disadvantages of a Private Limited Company
Below is a clear and concise overview of the key advantages and disadvantages of registering a Private Limited Company in Nigeria. This table highlights critical aspects such as liability, compliance, funding options, and business continuity to help you decide if it’s the best fit for your business needs.
Aspect | Advantages | Disadvantages |
---|---|---|
Limited Liability | Shareholders’ personal assets are protected. For example, if a shareholder invests ₦5 million, they are only liable for that amount, even if the company incurs ₦50 million naira in debt. | Personal guarantees may still be required for bank loans, potentially exposing directors’ personal assets. |
Separate Legal Entity | The company operates independently of its owners. For instance, ABC Ltd. purchased real estate in its name, enabling operational independence. | Requires filing detailed legal documents like Memorandum of Association (MOA) and Articles of Association (AOA) to maintain separate status. |
Perpetual Succession | The business continues even if a director or shareholder leaves or passes away. For example, a family-run Ltd. Company seamlessly transitions ownership to the next generation. | Transferring shares or ownership requires shareholder approvals and legal compliance, which can slow down urgent transitions. |
Ease of Fundraising | Easily attracts private equity and venture capital. For instance, XYZ Ltd. raised ₦200 Million naira from angel investors by offering equity. | Fundraising is limited to private investors due to the restriction of a maximum of 50 shareholders. |
Trust and Credibility | The “Ltd.” tag builds trust with suppliers and clients. Example: Many vendors prefer dealing with Ltd. companies for better payment guarantees. | Financial disclosures are mandatory, making sensitive company details like profits and losses accessible to competitors. |
Tax Benefits | Eligible for startup tax exemptions under schemes like Startup Nigeria. Example: A tech startup saved ₦10 Million in taxes during its first three years of operation. | Filing corporate taxes and adhering to deadlines is mandatory, adding to operational workload for smaller companies. |
Ownership Flexibility | Share transfers allow smooth transitions. For instance, an outgoing shareholder of ABC Ltd sold their shares to a new investor with ease. | Transfers require shareholder approval, which can delay urgent business decisions. |
Structured Governance | Defined roles of directors ensure professional management. Example: ABC Ltd avoided operational conflicts with clear board-defined responsibilities. | Collaborative decision-making can slow down approvals, particularly for startups that require agile responses. |
Business Continuity | Long-term stability supports scaling and generational planning. Example: XYZ Ltd expanded internationally without restructuring ownership. | Dissolution or winding up the company is a complex process, often involving regulatory approvals and significant financial expenses. |
Compliance Requirements | Regular filings, audits, and statutory reporting improve transparency. Example: ABC Ltd secured a major contract by proving compliance during vendor scrutiny. | Non-compliance leads to penalties, director disqualification, and loss of reputation, which could deter investors or clients. |
Setup Costs | Incorporation costs are offset by long-term growth benefits. Example: ABC Ltd justified its ₦5,000,000 setup cost with ₦100,000,000 Million in revenue growth in its first year. | Registration (SPICe+ filings, MOA, AOA drafting) and ongoing compliance costs are higher than those of simpler structures like sole proprietorships or partnerships. |
What Are the Documents Required for Private Limited Company Registration?
Registering a Limited Liability Company (LLC) in Nigeria requires submitting specific documents and providing necessary information to the Corporate Affairs Commission (CAC). Below is a list of the key documents and information needed:
1. Information Required for Registration:
- Company Name: Two name options for availability search and approval.
- Business Objectives: A brief description of the company’s intended activities.
- Registered Business Address: The official location of the company.
- Share Capital: The amount of share capital and how it is divided among shareholders.
- Shareholding Structure: The percentage of shares held by each shareholder.
- Directors’ Details:
- Full names
- Date of birth
- Nationality
- Residential address
- Email and phone number
- Means of Identification (e.g., National ID, International Passport, Driver’s License)
- Shareholders’ Details (if different from directors):
- Full names
- Residential address
- Share allocation
- Company Secretary: Required for companies with more than ₦10 million share capital.
2. Documents Required:
- Memorandum and Articles of Association (MEMART) – Defines the company’s objectives, regulations, and governance.
- Form CAC 1.1 (Application for Registration of a Company) – Replaces the old CAC Forms (CAC 2, CAC 3, etc.).
- Means of Identification of Directors & Shareholders – National ID, Passport, or Driver’s License.
- Passport Photographs of directors and shareholders.
- Proof of Address – Utility bill (e.g., electricity bill, waste bill, water bill).
- Status Report (if applicable) – For companies upgrading from Business Name to LLC.
- Special Licenses or Permits (if required) – For specific industries like banking, oil & gas, pharmaceuticals, etc.
3. Steps for Registration:
- Name Reservation – Submit two proposed names to the CAC.
- Preparation of Incorporation Documents – Draft MEMART and fill CAC Form 1.1.
- Payment of Fees – Pay the CAC registration fee based on share capital.
- Submission & Approval – Upload required documents to the CAC portal.
- Certificate of Incorporation Issued – Upon approval, the CAC issues:
- Certificate of Incorporation
- Status Report
- Tax Identification Number (TIN) automatically generated by FIRS.
Step-by-Step Private Limited Company Registration Process
A Private Limited Company offers limited liability protection to its shareholders, making it one of the most popular business structures for entrepreneurs in Nigeria. The registration process requires submitting key documents, adhering to compliance regulations, and opening a current account for financial transactions. Here’s a detailed breakdown of the steps involved:
Step 1: Name Approval Process
Selecting the right company name is a crucial step in the registration process. Here’s how it works:
- Submit Two Unique Names on the CAC registration portal.
- Ensure the names complies with the guidelines of the Companies and Allied Matters Act, CAMA 2020.
- Confirm that the names are unique and not similar to any existing company or trademark.
Step 2: Preparation of Incorporation Documents
Memorandum of Association (MOA): Defines the company’s objectives and operational scope. Articles of Association (AOA): Outlines the internal rules and governance structure. We will prepare and file these documents, ensuring all vital clauses are accurately included to reflect your company’s purpose and management structure.
Step 3: Preparation of Incorporation Documents
Draft the Memorandum of Association (MOA): Defines the company’s objectives and operational scope.
Draft the Articles of Association (AOA): Outlines the internal rules and governance structure.
Fill CAC Form 1.1
We will prepare and file these documents, ensuring all vital clauses are accurately included to reflect your company’s purpose and management structure.
Step 4: Payment of Fees and Submission of Documents
Pay the CAC registration fees and stamp duty based on share capital.
Upload Required documents to the CAC Registration Portal.
Step 5: Obtain the Certificate of Incorporation
The Certificate of Incorporation is issued by the Registrar of Corporate Affairs Commission (CAC) as proof that your company is officially registered. Once the certificate is received, we will:
- Apply for TIN with the FIRS
- Assist in opening a company bank account.
- Guide you on how to start operations while adhering to statutory and legal compliance requirements.
LLC Registration FAQs
Starting a Private Limited Company is a big milestone for any entrepreneur. With the right guidance, the process can be smooth and straightforward. Whether you’re curious about the Memorandum and Articles of Associations, the documents you’ll need, or what comes after registration, we’ve got you covered.
To make things easier, we’ve answered some of the most common questions about Private Limited Company registration. These FAQs will help you understand each step clearly and give you the confidence to move forward. Explore the answers below and take the first step toward building your business.
What is the registration process of a company?
The registration process of a company is done under the Corporate Affairs Commission (CAC) in accordance with the Companies and Allied Matters Act 2020
- Step 1: Apply For Company Name Reservation
- Step 2: Company Name Approval
- Step 3: Drafting of Memorandum of Association, Articles of Association and filling of other relevant CAC forms.
- Step 4: Company Incorporation Application Submission
- Step 5: Get a Certificate of Incorporation
How much does it cost to register a company?
The cost of registering a company in Nigeria varies according to the number of stakeholders and size. The Cost of Incorporation of a private limited Company would vary from N70, 000 – to over N10,000,000 (ten million naira)- depending upon the following:
- Number of Directors
- Number of Members
- Authorized share capital
- Professional fees
What are the types of registration?
Company registration is mandatory in Nigeria to start any business, so fixing the business structures is crucial. In Nigeria, there are six different types of Business registration:
- Business Name (Sole Proprietorship) Registration
- Partnerships Registration
- Limited Liability Partnership (LLP) Registration
- Private Limited Liability Company Registration
- Public Limited Liability Company Registration Registration
- Limited by Guarantee Company Registration
Can Foreign nationals or foreign entities register a company in Nigeria?
How do I check the availability of names for my company?
How can ownership be transferred?
What is limited liability protection?
Is VAT registration mandatory at this stage?
What are the compliances of a Private Limited Company?
How to register a company in Nigeria?
How many members are required to start a Private Limited Company?
How are the Companies taxed? What are the tax rates?
What is authorized capital and paid-up capital?
How do I open a current account?
What are the benefits of Registering an LLC?
There are various benefits of registering as a Private Limited Liability Company like Limited Liability, Access to funding, borrowing capacity, greater capacity, easy exit, and scope of multiple opportunities.