Company Registration in Nigeria

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STANDARD

Limited Liability Company Registration
70,000 Basic Company Formation
  • 1 million Sharecapital
  • 5-7 business days Delivery
  • 2 Directors/shareholders
  • CAC Name Search Report
  • Memorandum of Association
  • Article of Association
  • CAC Certificate
  • CAC Status Report
  • Tax Identification Number (TIN)
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Limited Liability Company Registration
95,000 Ready to Trade LLC
  • 1 million Sharecapital
  • 3-5 Business Days Delivery
  • Unlimited No. of Directors/shareholders
  • CAC Certificate
  • CAC Status Report
  • Memorandum of Association
  • Article of Association
  • Tax Identification Number (TIN)
  • Business Bank Account Setup Support
  • Free Initial Consultation
  • Filing of First Annual Returns with CAC
  • Premium Support

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Limited Liability Company Registration
For specialised company registration such as , finance, banking, group of companies, foriegn company registration, etc
  • From 2million sharecapital
  • Choose your Delivery date
  • CAC Certificate
  • CAC Status Report
  • Memorandum of Association
  • Article of Association
  • TIN Validation
  • VAT Registration
  • CIT Registration
  • Free Annual Returns Filling for the First time

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we make company formations easy

Just 4 easy steps for business setup in Nigeria

Choose a company name

Begin by searching for your company name to see if it’s available for registration.

Select your package

Browse our packages to find the right one for your business requirements.

Checkout & pay

Once you’ve chosen the perfect package, checkout and make your payment.

Complete your order

Complete and submit the form(s) provided and it’s as simple as that.

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Over Hundreds of successful registrations across Nigeria.

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Get your CAC certificate in 3 - 7days]

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From documentation to bank account setup, we handle everything for you.

WHY REGISTER YOUR COMPANY WITH EBCONSULTS

Open a NIGERIAN company with one of the NIGERIA’s most trusted B2B services providers

Established in the wake of this Decade, we have over 30 years combined experience and have formed hundreds of companies since inception. Whilst company formations are our primary service, what sets us apart is our other corporate compliance services and post incorporation services such as Tax consultation and setup, Post-incorporation filings, processing of licence for your different business needs, thereby making sure you the enterprenuer focuses on handling your business while we handle all the neccesary legal compliances. No matter what kind of business you are looking to set up, EB Consults offer competitive prices and premium tailored  services

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

Shareholders’ liability is limited to the unpaid amount of their shares. This safeguards personal assets from business liabilities.

2. Separate Legal Entity

The company is treated as an independent entity, allowing it to own property, sue, and be sued in its own name.

3. Perpetual Succession

The company continues to exist irrespective of changes in ownership or member status, ensuring continuity in business operations.

4. Membership Flexibility

Requires at least 2 member and allows up to 50 members, making it suitable for small and medium-sized enterprises (SMEs).

5. Restrictions on Share Transfers

Shares can only be transferred within the group, ensuring control over ownership and decision-making.

6. No Minimum Paid-Up Capital

Entrepreneurs can register a private limited company in Nigeria without any mandatory requirement for minimum capital investment, except in certain industries especially finance sector, or for foreigners.

7. Privacy and Confidentiality

Private Limited Companies are not required to disclose sensitive information publicly, offering a competitive advantage in maintaining privacy.

6. No Minimum Paid-Up Capital

Entrepreneurs can register a private limited company in India without any mandatory requirement for minimum capital investment, except in certain industries especially finance sector, or for foreigners.

6. No Minimum Paid-Up Capital

Entrepreneurs can register a private limited company in India without any mandatory requirement for minimum capital investment, except in certain industries especially finance sector, or for foreigners.

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 ProprietorshipPartnership Firm
Applicable LawCompanies and Allied Matters Act, 2020Companies and Allied Matters Act, 2020Companies and Allied Matters Act, 2020Companies and Allied Matters Act, 2020Companies and Allied Matters Act, 2020
Ownership Structure2–50 shareholdersUnlimited public shareholders2 or more partnersSingle owner2–50 partners
Liability ProtectionLimited to sharesLimited to sharesLimited to partners’ contributionUnlimited liabilityUnlimited liability
Legal Entity StatusSeparate legal entitySeparate legal entitySeparate legal entityNot a separate entityNot a separate entity
RegistrationMandatoryMandatoryMandatoryOptionalOptional
Minimum CapitalNo minimum capitalHigh capital requirementNo minimum capitalOwner’s resourcesNo minimum capital
TaxationCorporate tax rates (20%-30%)Corporate tax ratesFlat 30% tax rateTaxed as individual incomeTaxed as individual income
ComplianceHigh compliance; annual filingsVery high compliance; public filingModerate complianceMinimal complianceMinimal compliance
GovernanceDirectors appointed by shareholdersManaged by board of directorsManaged by designated partnersFully controlled by ownerJointly managed by partners
Ownership TransferRestricted with approvalFreely transferableRestricted by partner agreementNot transferableRequires mutual consent
Business ContinuityPerpetualPerpetualLimited unless reconstitutedEnds with owner’s exitEnds unless reformed
FDI (Foreign Investment)Allowed in most sectorsAllowed with restrictionsAllowed with approvalNot allowedNot allowed
Best ForStartups, scalable businessesLarge-scale businessesSmall businesses, startupsFreelancers, small tradersSmall family businesses
ExamplesBetking, BoltUBA Plc, MTN,Small consulting firmsLocal tailor shopsFamily-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 LiabilityShareholders’ 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 EntityThe 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 SuccessionThe 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 FundraisingEasily 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 CredibilityThe “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 BenefitsEligible 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 FlexibilityShare 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 GovernanceDefined 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 ContinuityLong-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 RequirementsRegular 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 CostsIncorporation 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:

  1. Memorandum and Articles of Association (MEMART) – Defines the company’s objectives, regulations, and governance.
  2. Form CAC 1.1 (Application for Registration of a Company) – Replaces the old CAC Forms (CAC 2, CAC 3, etc.).
  3. Means of Identification of Directors & Shareholders – National ID, Passport, or Driver’s License.
  4. Passport Photographs of directors and shareholders.
  5. Proof of Address – Utility bill (e.g., electricity bill, waste bill, water bill).
  6. Status Report (if applicable) – For companies upgrading from Business Name to LLC.
  7. Special Licenses or Permits (if required) – For specific industries like banking, oil & gas, pharmaceuticals, etc.

3. Steps for Registration:

  1. Name Reservation – Submit two proposed names to the CAC.
  2. Preparation of Incorporation Documents – Draft MEMART and fill CAC Form 1.1.
  3. Payment of Fees – Pay the CAC registration fee based on share capital.
  4. Submission & Approval – Upload required documents to the CAC portal.
  5. 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.

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

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

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
Yes, Non-Resident Nigerians, foreign nationals, and foreign entities can register a company and invest in Nigeria, subject to the Foreign Direct Investment regulations set by the Federal Government of Nigeria. However, company incorporation rules in Nigeria require for a minimum of two directors to mandatorily be part of the company’s Board of Directors.
You can use the CAC public search portal availability search tab to search for available names in Nigeria. It is important to note that CAC public search portal would just provide available choices, based on identical names already registered.
The ownership of a Private  Limited Liability Company can be transferred by the way of shares.
Limited liability is the status of being legally responsible only for a limited amount of debts of a company. Unlike proprietorships and partnerships, the liability of the shareholders with respect to the company’s liabilities is limited.
 
VAT registration is mandatory for all businesses. Companies  with turnover of less than 100 million naira are exempt from paying VAT, Nevertheless newly incorporated Limited Liability Companies LLCs are mandated to register for VAT within 6 months of Business Commencement or be due to pay fine for default. VAT registration takes just 3-5 working days with EBConsults.
A company is required to maintain certain compliances once it is incorporated. Income tax filing and annual return filing need to be done every year. Apart from these, mandatory compliances like VAT Registration, Company Income Tax (CIT) Registration are expected to be done within 6 months of Company Registration.
The process of how to register a company in Nigeria involves reserving a company name, preparing the key document like Memorandum of Association, Articles of Association, Personal details of Shareholders and the proposed Directors and filing it through the CAC portal. Once verified, the Registrar-General of Corporate Affairs Commission (CAC) will issue a Certificate of Incorporation, completing the process of company registration in Nigeria.
Currently one person can form a company in Nigeria, to be a Single Shareholder and  Sole director of the company. However Minimum 2 number of members are required when a Limited Company moves from a small company to a medium or large company making more than 100 million naira in annual turnover, or having a sharecapital of 10million naira and above. Consult an expert to guide you better if need be. The maximum number of members for a Limited Liability Company is 50 members/shareholders.
The Corporate Income Tax (CIT) for Limited Liability Companies are taxed at 30% plus other applicable taxes depending on the industry. 
However certain Small companies (with less than 100million naira annual turnover) are exempt from paying Corporate Income Tax. 
While Medium Companies are allowed to pay 20% tax from their profits. 
Authorized capital is the maximum value of equity shares that can be issued by a company. On the other hand, paid up capital is the amount of shares issued by the company to shareholders. Authorized capital can be increased any time after incorporation to issue additional shares to the shareholders.
Once the company is incorporated, a current account needs to be opened in the name of the company for transactions. Your advisor will guide you through the process of choosing the bank that you want to open the account with and get the documents like certificate of incorporation, Memorandum and Articles of Association, board resolution, Tax Identification Number (TIN), Reference letters and utility bill. EBConsults provides Bank Account Setup Support for Companies registered with us.

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.