Increase in Share Capital in Nigeria: The Share Capital Increase Procedure under CAMA
Increase in share capital in Nigeria: CAMA share capital increase procedure, CAC post incorporation filing, notice of increase, return of allotment of shares, board and special resolution, Form CAC 2.1 practice, allotting shares, minimum share capital, foreign share capital threshold, and CAC fees 2025 plus 0.75% stamp duty.
Raising equity after incorporation is a routine corporate step in Nigeria, but it is not a bookkeeping entry. An increase in share capital creates new shares, changes the company’s issued share capital, and must be approved internally, allotted to named persons, stamped, and filed with the Corporate Affairs Commission (CAC). We set out the share capital increase procedure that applies to companies limited by shares under the Companies and Allied Matters Act 2020 (CAMA), as amended by the Business Facilitation Act 2023, and the post incorporation practice on the CAC portal.
This guide is general information for directors, company secretaries, and founders. It is not legal advice. Confirm the live portal checklist, the current fee schedule, and any sector approval before you file.
Why Companies Pursue an Increase in Share Capital
Companies increase issued share capital for practical reasons, not only for compliance. Common triggers include:
- Bringing in a new investor or completing a rights issue or private placement.
- Meeting a share capital threshold for a licence, a government contract, or foreign participation.
- Strengthening the balance sheet before borrowing or before a regulated activity begins.
- Aligning the capital stated at company registration in Nigeria with the capital the business now needs.
Under CAMA 2020, the old idea of a large authorised share capital with a pool of unissued shares no longer fits the statute. Share capital means issued share capital. New capital is created by allotting new shares, not by simply “reserving” shares for later.
Legal Framework under the Companies and Allied Matters Act
The Companies and Allied Matters Act is the primary statute. The Corporate Affairs Commission administers filings. The Companies Regulations 2021 and later fee schedules fill in the forms, timing, and charges.
Issued Share Capital and the Notice of Increase
Section 127 of CAMA provides that a company having a share capital may increase its issued share capital by the allotment of new shares of such amount as it considers expedient. The company must give the Commission notice of the increase within 15 days after the resolution authorising the increase, and the Commission records the increase.
The notice should identify the class or classes of shares and the conditions on which the new shares have been, or are to be, issued. In practice, that notice travels with the return of allotment of shares, because CAMA treats the increase and the allotment as one transaction. Allotment of shares is to be done at the same time the shares are issued.
Board Resolution and Shareholders Resolution
As originally enacted, section 127 allowed the increase only in general meeting. The Business Facilitation Act 2023 amended section 127(1). A company may now increase issued share capital in general meeting, or by a resolution of the board of directors, subject to any condition or direction in the articles or imposed by the company in general meeting. A related amendment to section 149 confirms that directors may allot shares only where the articles or the company in general meeting have given them that authority.
A board resolution is therefore enough only where the memorandum and articles of association, or an earlier shareholders resolution, already authorise the board to increase and allot. Where that authority is missing, the members must approve the increase, and many companies also amend the articles so the board can act next time. Where the capital clause in the memorandum must be rewritten, a special resolution is the resolution CAC practice and most articles expect. A special resolution is passed by at least three-quarters of the votes cast by members entitled to vote. An ordinary resolution is a simple majority. CAMA does not use the word “special” in section 127 itself; reduction of capital, by contrast, expressly requires a special resolution. Because the Commission’s checklist and many articles still call for a special resolution when capital is altered, we treat a properly passed special resolution, signed as the articles require, as the safer default unless a qualified adviser has confirmed that a board resolution alone will be accepted for that company.
The 25 Percent Paid-Up Condition
Section 128 is easy to miss and expensive to ignore. Where a company allots new shares and thereby increases its issued share capital, the increase does not take effect unless at least 25 percent of the share capital, including the increase, has been paid up, and the directors have delivered to the Commission a statutory declaration verifying that fact. Failure attracts a daily default fine as the Commission may prescribe.
This is not the same rule as the old 25 percent of authorised capital that had to be issued. Under CAMA 2020 the shares created by the increase must be allotted. What section 128 adds is a paid-up floor on the enlarged issued share capital before the increase is effective. Banks and other regulated firms are often required to show that the new issued share capital is fully paid up, which is stricter than the CAMA minimum.
Minimum Share Capital and Other Thresholds
CAMA sets a statutory minimum share capital, expressed as minimum issued share capital: ₦100,000 for a private company and ₦2,000,000 for a public company. No company may be registered below that floor, and companies that were below it when CAMA 2020 commenced were required to issue shares up to the minimum.
That statutory floor is only the starting point for company registration in Nigeria. A higher share capital threshold applies in practice in several situations:
- Companies with foreign participation are expected to maintain issued share capital of at least ₦100,000,000. That figure is tied to investment and immigration practice, including the Ministry of Interior’s requirements for a business permit and expatriate quota, and it is the level the Corporate Affairs Commission has applied to foreign-participated companies. The shares must be issued and allotted; the full sum does not have to sit in a bank account on the day of filing, but the 25 percent paid-up rule in section 128 still applies to any later increase, and sector rules may demand more.
- Banking, insurance, pensions, capital markets, aviation, and some oil and gas activities impose their own minimums through the Central Bank of Nigeria, the National Insurance Commission, the Securities and Exchange Commission, the NCAA, and other primary regulators. Those thresholds change. Always use the regulator’s current circular, not a blog summary.
If the company was incorporated below a threshold it must now meet, the remedy is an increase in share capital and a fresh allotment, not a quiet edit of the status report.
Internal Steps before You File
The share capital increase procedure starts inside the company. The portal will not repair a defective resolution.
Call the Meetings the Articles Require
Check the articles for who may propose an increase, the notice period for a general meeting (commonly 21 days for a meeting of members), quorum, and whether written resolutions are allowed. Private companies can often use a written resolution signed by the required majority, which avoids a physical extraordinary general meeting. Public companies and companies whose articles are silent should follow the meeting route.
A clean board resolution usually records the current issued share capital, the amount of the increase, the new total, the class of shares (ordinary or preference), the nominal value, the persons to whom the new shares will be allotted, the price, and whether any amount is unpaid. It should also authorise a director or the secretary to file the notice of increase and to update the registers.
The shareholders resolution, where one is required, should do the same and should expressly approve the allotment to named allottees. If pre-emptive rights apply, deal with them first. For a private company, section 142 generally requires new shares to be offered to existing members before they are allotted to outsiders. The Business Facilitation Act limited that statutory pre-emption to private companies and fixed 21 days for acceptance or decline. Public companies follow their articles, any shareholders’ agreement, and capital-market rules instead.
Update the Memorandum and Articles of Association
If the memorandum and articles of association still state a capital figure, the special resolution should alter that clause so the new issued share capital appears correctly. Upload the amended memorandum and articles, or the relevant altered clause, with the filing. Keep the signed original in the minute book. After approval, the adopted text is what members, banks, and auditors will rely on.
The Share Allotment Process
Increasing share capital and allotting shares are no longer two loose stages. Under section 127 and the Companies Regulations 2021, the resolution that creates the new shares should also allot them to named persons. The share allotment process therefore needs these facts before anyone opens the portal:
- Class of shares and nominal value of each share.
- Number of new shares and the amount of the increase, which is the difference between the old issued total and the new issued total.
- Identity of each allottee: individual or corporate, address, and identification details the portal requests.
- Amount paid and any amount unpaid, including any premium. Stamp duty on share capital is charged on the nominal increase, not on a premium.
- Whether the allotment is for cash or for a non-cash consideration. Non-cash allotments need the supporting contract, properly stamped, and public companies have additional valuation rules.
- Whether a primary regulator must approve the increase before it can be completed.
Directors should be ready to make the statutory declaration that at least 25 percent of the issued share capital, including the increase, has been paid up. Regulated entities should expect a declaration that the capital is fully paid up.
Post Incorporation Filing with the Corporate Affairs Commission
Filing is a post incorporation service on the CAC portal, usually completed by the company or by an accredited agent. Annual returns and persons-with-significant-control filings should be up to date before you start. A company in default on those filings is often queried or blocked.
How the Portal Handles Increasing Share Capital
The workflow most filers now follow is:
- Log in to the post incorporation portal and search for the company by name or registration number.
- Open Increase in Issued Share Capital and start the combined increase and share allotment filing.
- Enter the new share capital. The portal typically asks for the difference (the amount of the increase) by class. Select ordinary or preference, state the nominal value, and indicate whether regulatory approval is required.
- Allot the newly created shares to existing or new shareholders so that the new shares are fully allocated. Unallotted “headroom” is not what CAMA contemplates.
- Upload the signed board resolution and, where used, the shareholders resolution or special resolution, together with the amended memorandum and articles of association if the capital clause has changed.
- Pay stamp duty and the CAC filing fee through the payment channel the portal presents.
- Submit and monitor queries. Correct a queried name, share count, or unsigned resolution promptly. Do not pay a second stamp duty until you know why the first filing failed.
When the Commission accepts the filing, it records the new issued share capital. In straightforward cases the company receives confirmation and an updated capital record. Banks and other institutions that need primary-regulator consent follow a longer path, described below.
Return of Allotment of Shares, the Notice of Increase, and Form CAC 2.1
CAMA section 154 requires a return of allotment whenever a company limited by shares allots shares. The Business Facilitation Act shortened the filing window for that return from one month to 15 days. The return states the number and nominal value of the shares, the names and addresses of the allottees, and the amount paid or payable on each share, including any premium.
The Companies Regulations 2021 prescribe Form CAC 5, Return of Allotment of Shares, and the Commission’s own form notes say it may be used for allotment of issued share capital and for notice of increase of share capital. Older checklists and some practitioner templates still call the paper return Form CAC 2.1 or Form CAC 2. Those labels belong to earlier form sets. On the current portal, the electronic increase-and-allotment application performs the work those paper forms used to do. If a counter or a sector guideline still asks for “Form CAC 2.1”, file the prescribed return the portal generates and keep a copy of the resolution and the notice of increase with it. Do not invent a parallel paper form that the portal no longer accepts.
The 15-Day Deadline and Regulatory Approval
File the notice of increase within 15 days of the resolution. Portal practice treats a resolution date more than about 14 days before submission as late, and late filing attracts a penalty. Build the board date and the filing date into the same compliance calendar.
Where another enactment requires approval before the increase can proceed, section 127(3) to (5) provides a holding mechanism. Within 15 days of the resolution the company notifies the Commission that regulatory approval is required and files an affidavit sworn by a director to that effect. The 15-day period is then treated as extended to a date no later than 10 days after that approval is received. If approval has not arrived within 48 days of the first notice, the company files a further notice and affidavit, and it repeats that filing for every further 48 days. If approval is not obtained within nine months of the first notice to the Commission, the increase is treated as null and void. CAC recapitalisation guidelines for banks and other financial institutions follow this structure: company resolution, return of allotment, directors’ declaration that the issued share capital is fully paid up, notice and affidavit that regulatory approval is required, amended memorandum, stamp duty and filing fees, then the regulator’s approval, after which a certificate of increase can issue.
CAC Fees 2025 and Stamp Duty
Two charges arise on an increase in share capital. They are calculated on the amount of the increase, not on the company’s entire historical capital.
Stamp duty is the larger surprise for many founders. Share capital is charged to ad valorem duty at 0.75 percent of the amount of the capital or of the increase. An increase of ₦10,000,000 therefore attracts ₦75,000 in stamp duty; an increase of ₦100,000,000 attracts ₦750,000. The duty is paid to the revenue authority, now integrated on many CAC filings through Remita, and the increase is not complete until it is paid. The Nigeria Tax Act 2025 keeps this 0.75 percent rate on nominal share capital and on increases of that capital. Duty is not charged on a share premium under that provision.
CAC filing fees are separate. The Commission gazetted a revised schedule of service fees in 2025 (Official Gazette No. 92, Vol. 112, 29 May 2025). Implementation was deferred and took effect in the latter part of 2025. Under that schedule, registration of an increase in share capital up to ₦500 million is charged at ₦10,000 for every ₦1 million or part thereof for a private company, and ₦20,000 for every ₦1 million or part thereof for a public company. On that basis, a private-company increase of ₦10 million attracts a Commission fee of ₦100,000, before stamp duty, portal charges, and professional fees. Amounts above ₦500 million, and any later revision of the schedule, should be read off the current gazette and the portal calculator. Older commentaries that quote ₦5,000 per million, or a percentage such as 0.35 percent, describe earlier or unofficial figures and should not be used to budget a 2025 or 2026 filing.
Worked illustration for a private company moving from ₦1,000,000 to ₦11,000,000 (an increase of ₦10,000,000), using the 2025 schedule and the 0.75 percent duty:
| Item | Basis | Amount |
|---|---|---|
| CAC filing fee | ₦10,000 × 10 | ₦100,000 |
| Stamp duty | 0.75% of ₦10,000,000 | ₦75,000 |
| Statutory subtotal | Before portal charges and adviser fees | ₦175,000 |
Confirm both figures on the day of filing. Remita or card charges sit on top. A late filing penalty is extra. Professional fees for drafting resolutions and attending to queries are a third cost, not a CAC fee.
After the Commission Records the Increase
Approval on the portal is not the end of the company’s own work. We recommend closing these items in the same week:
- Update the register of members and the register of allotments with the new holdings and the date of allotment.
- Issue share certificates for the new shares and cancel or endorse any certificate the articles require to be replaced.
- Reflect the new issued share capital in the next annual return. Do not try to “correct” capital for the first time inside an annual return if the increase was never filed.
- File a persons-with-significant-control update if an allottee crosses, or drops below, a significant-control threshold.
- Notify the bank, auditors, and any sector regulator that conditions a licence on capital.
- Keep the stamped resolution, the notice of increase, the return of allotment, and evidence of both payments in the statutory records.
Why Increase Filings Are Queried
Most delays are avoidable. The patterns we see most often are a resolution date outside the 15-day window, a share total that does not equal the sum of the allotments, a missing signature, an amended memorandum that still shows the old capital, unpaid stamp duty, annual returns in arrears, and a “no” answer on regulatory approval when the company’s licence clearly requires a primary regulator’s consent. Foreign-participated companies that file an increase still below ₦100,000,000 should expect a query. So should a company that creates shares and leaves them unallotted.
Frequently Asked Questions
How long does the share capital increase procedure take?
Internal approvals can be completed in days if the articles allow a written shareholders resolution and every allottee is already identified. The statutory filing window is 15 days from the resolution for both the notice of increase and the return of allotment. Portal approval for a clean filing is often a matter of working days, but a query, a late penalty, or a wait for Central Bank or other regulatory approval can stretch the matter into weeks or months. Where approval from another regulator is outstanding, the section 127 extension rules must be followed so the increase does not lapse.
Do we need a special resolution or is a board resolution enough?
It depends on the articles. After the Business Facilitation Act 2023, a board resolution can increase issued share capital and support allotting shares only if the articles or the company in general meeting have authorised the board to do so. If they have not, the members must pass a shareholders resolution. Where the memorandum and articles of association state a capital figure that must change, a special resolution is the document the Corporate Affairs Commission ordinarily expects. Read the articles before you decide which resolution to draft.
What is the minimum share capital if we are only increasing after incorporation?
CAMA’s minimum issued share capital remains ₦100,000 for a private company and ₦2,000,000 for a public company. An increase cannot leave the company below that floor. A higher share capital threshold applies if the company has foreign participation, in which case ₦100,000,000 is the operative expectation, or if a sector regulator has set its own minimum. CAC fees 2025 and stamp duty are calculated on the amount of the increase, so moving from a small incorporation capital to a regulatory capital is often the most expensive single post incorporation filing the company will make.