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Why Register an LLC in Nigeria?
Key Benefits of an LLC
- Limited Liability Protection: Safeguard personal assets from business risks.
- Business Credibility: Build trust with clients, investors, and partners.
- Access to Funding: Secure loans, grants, and business opportunities.
- Tax Benefits: Enjoy tailored tax incentives for registered businesses.

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Limited Liability Company Registration in Nigeria
Setting up a business in Nigeria often involves choosing a private limited liability company as a preferred option. 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.
At Eniko Business Consults EBC, we offer a cost-effective service to register new companies and facilitate seamless limited liability company registration in Nigeria. We handle all legal formalities, ensuring strict compliance with the Corporate Affairs Commission (CAC) regulations.
What is a limited liability company?
In Nigeria, a limited liability company is a privately held entity with limited liability, and it ranks among the nation’s most favored business structures. This popularity is primarily attributed to its numerous advantages, including limited liability protection, ease of formation and maintenance, and its status as a distinct legal entity. This encourages a prospective businessman to start a company. A limited liability company enjoys legal separation from its owners and usually necessitates a minimum of two members and two directors for its operation; however the newly established Companies and Allied Matters Act “CAMA” 2020 introduced a significant change by permitting companies registered in Nigeria to operate with a single shareholder and a single director. This single-shareholder structure is particularly beneficial for individuals and corporate entities, including foreign investors, looking to established wholly owned businesses in Nigeria. A notable advantage of this innovation is that single-shareholder companies are no longer required to hold mandatory annual general meetings.
CAMA 2020 also provides for companies to have a single director, subject to certain conditions. These include beign private companies with annual turnover and net asset values not exceeding NGN120 million and NGN60 million, respectively. However, foreign owned companies are not eligible to operate single-director entities. Here are the key characteristics of a private limited liability company in Nigeria:
- Limited Liability Protection: Shareholders of a private limited company are liable only to the extent of their shareholding. Their assets remain safeguarded, even in cases of financial setbacks incurred by the company.
- Separate Legal Entity: A private company possesses its own distinct legal identity. It can own property, engage in contracts, and initiate or defend legal actions under its unique name.
- Minimum Number of Shareholders: A private company must have a minimum of one shareholder and cannot exceed 50 shareholders.
- Minimum Number of Directors: A private limited company necessitates a minimum of one director.
- Minimum Share Capital: The company must maintain a minimum paid-up capital of NGN100,000 or a higher amount as specified.
- Name of the Firm: The limited liability company’s name must conclude with the words “LTD” or “Limited.”
- Restrictions on Share Transfer: The right to transfer shares within a private limited liability company is restricted. Shares can only be transferred with the approval of the Board of Directors or following the company’s Articles of Association.
- Prohibition on Public Invitation: Private limited companies are prohibited from inviting the public to subscribe to their shares or debentures.
- Compliance Requirements: Private limited companies are obligated to adhere to various legal and regulatory obligations, including maintaining proper financial records, conducting annual general meetings, and filing annual returns with the CAC.
In summary, the attributes of a limited liability company registration process in Nigeria makes it a favoured choice among entrepreneurs planning to start a company, owing to its advantageous features and relatively straightforward structure.
Types of Limited Liability Companies:
Entrepreneurs or prospective businessmen must consider the following types of private limited companies, if they intend to start company,
- Company Limited by Shares: Shareholders’ liability is limited to the nominal share amount mentioned in the Memorandum of Association. It could be either a Private Limited Liability Company “LTD” or a Public Limited Liabililty Company “PLC”
- Company Limited by Guarantee: Member liability is limited to the amount of guarantee specified in the Memorandum of Association. This guarantee is invoked only during winding up.
Advantages of a Limited Liability Company
A Private Limited Company Incorporation is one of Nigeria’s most popular business structures. It offers several advantages and some disadvantages, let us explain.
- Limited Liability: Shareholders’ responsibility is restricted to the extent of their capital contribution, safeguarding personal assets from the company’s financial obligations and liabilities.
- Distinct Legal Identity: A Private Limited Company possesses an independent legal identity distinct from its proprietors. It has the capacity to own assets, engage in contractual agreements, and initiate or defend legal actions under its own name.
- Continuous Existence: The company’s existence persists irrespective of shifts in shareholders or directors. Its existence is not contingent upon the lifespan of its associates.
- Ease of Funding: Raising capital by issuing shares to investors, venture capitalists, or angel investors is easier. This structure attracts external investment. This removes the capital worries when an entrepreneur start company.
- Tax Benefits: Private Limited Companies may qualify for various tax benefits and exemptions, making them tax-efficient entities.
- Credibility and Trust: Having “Ltd.” in your company name often instils more confidence and trust in customers, suppliers, and partners.
Disadvantages of a Limited Liability Company LLC
The Disadvantages of a limited liability company when you intend to start company,
- Compliance Burden: Face regulatory demands, including financial reporting, filings, and audits.
- Complex Setup: Process and cost for managing are higher than more superficial structures.
- Share Limits: Restricted share transfers; max 50 shareholders in Nigeria.
- Public Disclosure: Financial info is publicly viewable, impacting privacy.
- Exit Complexity: Selling or leaving is more complicated than with other structures.
- Slower Decisions: The involvement of shareholders and directors may slow choices.
What Are the Documents Required for Limited Liability Company Registration?
Registering a Private Limited Company in Nigeria involves submitting key documents that verify the identity and address of the people and entities involved. These documents are required to meet the regulations set by the Corporate Affairs Commission (CAC) and ensure the company complies with all legal standards.
The type of documents you’ll need depends on your role—whether you’re an Nigerian director, a foreign director, or a corporate shareholder. In addition to personal identification and address proofs, documents like a registered office address, service address, email address, Digital Signature specimens, are mandatory for the company’s incorporation.
To make it easier, the table below lists all the documents required for Private Limited Liability Company registration, organized by category for quick reference.
Category
Document Type
Specific Examples
Purpose
For Nigerian Nationals
Means of Identification
NIN, International Passport, Voter ID or Driver’s License.
To establish the identity of directors and shareholders as required by the Companies and Allied Matters Act, 2020.
Shareholders/ Director’s details
Name, Date of Birth, Email Address, Electronic signature
To record and verify the personal details of directors or shareholders.
For Foreign Nationals
Identity Proof
Passport (Mandatory).
Acts as primary identification for foreign directors or shareholders.
Address Proof
Driver’s License, Bank Statement, or Residence Card (any one).
Confirms the current address of foreign nationals.
For Corporate Shareholders
Board Resolution
Signed resolution from the company’s board of directors.
Authorizes the corporate entity’s investment in the Pvt Ltd company.
Incorporation Certificate
A government-issued certificate confirming the company’s registration.
Verifies the corporate shareholder’s legal existence.
Registered Office Proof
Utility Bill (electricity bill, property tax receipt not older than 30 days).
Confirms the corporate entity’s registered address.
Rental Agreement or NOC
Agreement or No Objection Certificate (NOC) from the property owner.
Validates the right to use the registered office property.
For Company Registration
Memorandum of Association (MOA)
Document defining the company’s objectives and scope of activities.
Essential for outlining the company’s goals and permitted operations.
Articles of Association (AOA)
Document detailing the company’s internal governance and management rules.
Ensures proper governance and operational clarity.
Declaration and Consent
Consent to act as a director.
Confirms the proposed directors’ agreement to assume their roles and comply with regulations.
Digital Signature
Required for all directors.
Used for electronic filings during the registration process.
Difference Between Private Limited Company and Other Business Structures
The main difference between a Private Limited Company (Pvt Ltd) and other business structures lies in the level of legal protection, ownership flexibility, and compliance requirements they offer. A Pvt Ltd 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.
Proprietorship vs Limited Liability Partnership (LLP) vs Company
Key Feature
Public Limited Company
Business Name Registration
Applicable Law
Companies and Allied Matters Act, (CAMA) 2020
Companies and Allied Matters Act, (CAMA) 2020
Companies and Allied Matters Act, (CAMA) 2020
Companies and Allied Matters Act, (CAMA) 2020
Companies and Allied Matters Act, (CAMA) 2020
Ownership Structure
1–50 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
Mandatory
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 of 30%
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
Swiggy, Zomato
FirstBank Plc, Dangote Plc
Small consulting firms
Local kirana 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.
Services Overview
What we offer
Business Name Registration (CAC)
Ideal for Sole-Proprietor Small Business owners like, Tailors, Plumbers, etc.
Limited Liability Company (LLC) Formation
Suitable for a formal Structure with advantages like; limited liability from the shareholders or owner's personal asset
NGO/Association Registration
Incorporated Trustees Registration for Churches, Mosques, Associations, Trust, Charity and Non Profit Organisations
Post-Incorporation Services
Post-Incorporation Services (Annual Returns, Tax Registration, etc.)
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Limited Liability Company Registration
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CAC Certificate
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CAC Status Report
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Memorandum of Association
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Tax Identification Number (TIN)
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