How to Complete CAC Business Name Registration in Nigeria

Complete CAC business name registration on the ICRP company registration portal: account creation, name reservation, required documents, national identification number, filing fee, CAC certificate, status report, TIN registration, and corporate bank accounts under Nigerian law.

Business name registration with the Corporate Affairs Commission is the standard way for a sole proprietor or partnership to operate under a chosen name in Nigeria. The process now runs online on the company registration portal, also called the ICRP portal (icrp.cac.gov.ng). Individuals can file without a lawyer. A clean application depends on accurate name reservation, matching identity records, the right required documents, and payment of the filing fee shown on the portal.

Registration does not turn a business name into a limited liability company. The proprietor or partners remain personally responsible for the business. What registration does provide is a verifiable record, the right to trade under that name, and the documents banks and counterparties usually ask for before opening corporate bank accounts or signing official contracts.

Why Register a Business Name Under Nigerian Law

The Corporate Affairs Commission registers and keeps the public record of business names, companies, limited partnerships, limited liability partnerships, and incorporated trustees. Carrying on business under an unregistered business name can breach the Companies and Allied Matters Act 2020. Registration is therefore both a compliance step and a practical one.

Legal Recognition and Everyday Use

Registration gives the business name legal recognition under Nigerian law in the sense that the name is entered on the official register and can be checked by customers, suppliers, and regulators. It supports the use of that name on invoices, signage, and official contracts. It does not, by itself, create a separate company with limited liability or an RC number. Anyone who needs limited liability, shares, or a board structure should incorporate a company instead of stopping at a business name.

What You Receive After Approval

Once the application is approved, the dashboard allows download of the CAC certificate (Certificate of Registration) and the status report. Keep both, together with the payment receipt. Banks, procurement desks, and tax offices commonly ask for these documents before they treat the business as formally registered.

Account Creation on the Company Registration Portal

All new filings start with account creation on the ICRP portal. Use an email address and phone number you control, because status messages, verification codes, and document links are sent there.

How to Open and Secure the Account

1. Go to the official company registration portal at icrp.cac.gov.ng.
2. Create a public-user account with a working email and phone number.
3. Complete email or two-factor verification before you try to file.
4. If login fails because of a duplicate username or phone number, update the record as prompted, or contact the Commission helpdesk if you no longer control the linked email.

Do not share the only recovery email or password with an agent. You can file a business name yourself. An accredited agent is optional, not required.

Name Reservation Before You File

Name reservation is a separate step from the registration form. On the current ICRP portal it is automated: after a successful payment, an available ordinary name is approved and an Approval Validation (AV) code is issued.

Availability Search and the AV Code

From the dashboard, open Name Reservation and follow the on-screen flow:

• Select Business Name as the classification, then Sole Proprietorship or Partnership as the type.
• Enter the proposed name and the nature of business.
• Run Check Availability.
• If the name is free, continue to payment. If it is taken, change the name or use the portal’s name suggestions.
• After payment, collect the AV code. You will enter that code when you start the registration form.

Prepare two or three distinct options before you pay. Names that are identical or too close to an existing entity are refused. Very generic phrases are also a common reason for failure. A reserved name is generally held for a limited period, widely stated as 60 days, so complete the filing before the reservation lapses.

Restricted words and names that need consent follow a separate, manually reviewed path. Do not assume those applications are instant.

Required Documents and the Registration Form

The registration form for a business name is completed online after you enter the AV code. The Commission’s current business-name steps ask for the business email, business address, and date of commencement, then the proprietor’s details.

What to Upload for Each Proprietor

The ICRP portal requires these items in image format for each proprietor:

• A valid government-issued ID (means of identification), such as a National Identification Number slip or card, international passport, driver’s licence, or voter’s card.
• A recent passport photograph.
• A clear signature specimen.

The national identification number is now central to identity checks. The name, and where the portal asks for it, the date of birth, should match the government-issued ID and NIN record exactly. A mismatch is a frequent cause of a query. Use a readable scan, a plain background for the passport photograph, and a signature that is easy to see. Poor images are a common reason applications are returned.

You will also need a physical business address in Nigeria, a working phone number, and a short, accurate description of the business. Avoid vague labels if the activity is regulated. Partnerships must capture each partner’s details and documents, not only the lead proprietor’s.

Filing the Form

Official portal steps are:

1. Open Registration, then Register New Business.
2. Enter the AV code and continue.
3. Save the business email, address, and commencement date.
4. Complete proprietor details and upload the government-issued ID, passport photograph, and signature.
5. Review the preview page carefully.
6. Proceed to payment through Remita.
7. Watch the dashboard status.

Editing after submission is harder than correcting the preview. Read every field against the identity document before you pay the filing fee.

Filing Fee and Other Charges

The amount due is generated on the company registration portal at payment. Budget for the statutory fee, any stated service charge, and the Remita or bank charge. Do not rely on an agent’s round figure as the government fee.

Charges Applicants Should Expect

Published CAC materials and the 2025 fee review point to these figures, which applicants should still confirm on the payment page:

Item	Indicative amount	Notes
Business name registration, including certified copies of registration documents	₦20,000	Cited from the revised schedule in force from 1 October 2025
Name reservation (ordinary)	About ₦1,000	2025 review; older portal text still mentions ₦500 in places
Name reservation for restricted words	Higher published rate, often ₦5,000	Consent route is reviewed manually
AI service charge on name reservation	₦200	CAC public notice, from 1 April 2026
AI service charge on business name registration	₦500	CAC public notice, from 1 April 2026; does not replace the statutory fee
Remita or gateway charge	Small amount per payment	Added at checkout

The Commission’s 2 April 2026 notice states that, from 1 April 2026, name reservation attracts an artificial-intelligence service charge of ₦200 and business name registration attracts ₦500, and that these charges do not change the statutory fees in the Companies Regulations as amended. Because secondary summaries of the gazette do not always agree on every line, treat the figure on the ICRP portal as the amount to pay.

A separate federal initiative, run with SMEDAN, has offered fee-free business name registration to a capped number of micro and small enterprises. Eligibility and whether the window is still open should be checked on the SMEDAN portal, not assumed.

Approval, CAC Certificate, and Status Report

Business name applications on the current portal are largely AI-reviewed rather than queued for a long manual approval. After payment, check the dashboard:

• Pending means the review is still running. Refresh after a short wait.
• Queried means something must be fixed. Open the query history, correct the stated issue, and resubmit.
• Approved means you can download the CAC certificate and the status report from the action menu.

Save PDF copies of the certificate, status report, and receipt in more than one place. These are the documents most banks and contract counterparties will ask to see.

TIN Registration, Tax Identity, and Corporate Bank Accounts

Tax identification has been tightened under the Nigeria Tax Administration Act framework that took effect in 2026. The Federal Inland Revenue Service now operates as the Nigeria Revenue Service (NRS). For many registered entities, the CAC number is the starting point for tax identity rather than a wholly separate paper application.

How TIN Registration Works in Practice

• For an individual proprietor, the national identification number is the personal tax identifier.
• For a registered business, the CAC registration number is used to retrieve the Tax ID on the NRS Tax ID service. The official guidance is to select the corporate or non-individual option, enter the organisation name or registration number, and retrieve the Tax ID. Retrieval confirms an existing identity; it is not a fresh registration by itself.
• If retrieval fails, the usual causes are a name mismatch with NIN or a record that has not yet harmonised. In that case, use the NRS help channels or a tax office for data matching, and take the CAC certificate, status report, and proprietor NIN.

Older instructions that say “visit the FIRS portal and apply for a new TIN from scratch” are increasingly out of date. If a page still branded as an FIRS portal is what your bank or accountant links to, use it only to retrieve or confirm the Tax ID already tied to the CAC record, and cross-check the result on the current NRS service.

With the CAC certificate, status report, and tax identifier, you can approach a bank for corporate bank accounts in the registered name. Banks set their own extra checks, which may include address evidence and BVN, so ask the chosen bank for its current list before you visit.

Staying on the Register

Registration is not a one-time event. Business names are expected to file annual returns. The Commission’s form list includes CAC/BN/7 for business-name annual returns, and the revised schedule has been reported at ₦5,000 for that filing. Late filing attracts penalties. Updates to the business, such as a change of address or proprietor details, should also be filed on the portal rather than left informal. From December 2025, online business-name update requests have required extra contact and identity details, including date of birth, emails, phone numbers, and a valid means of identification.

Practical Checks Before You Submit

A short pre-flight review prevents most queries:

• The proposed name is specific, available, and covered by a live AV code.
• Every name on the registration form matches the government-issued ID and national identification number.
• The passport photograph and signature are clear image files, not oversized or blurred scans.
• The business address is a real Nigerian address you can evidence if a bank later asks.
• The nature of business is accurate.
• You have paid the filing fee shown on the ICRP portal, not a guessed total.
• You can log back into the same account to download the CAC certificate and status report.

If the activity needs an extra sector licence (for example, certain financial, health, education, or food operations), CAC registration alone does not replace that licence.

Frequently Asked Questions

How much is the filing fee for business name registration?

The statutory business name registration fee, including certified copies of the registration documents, has been published at ₦20,000 under the revised schedule in force from 1 October 2025. From 1 April 2026 the Commission also charges ₦500 as an AI service fee on each business name registration, and ₦200 on each name reservation, on top of the statutory reservation fee. Remita adds a small gateway charge. Always pay the total displayed on the company registration portal.

What required documents does the ICRP portal ask for?

For each proprietor, upload a government-issued ID, a passport photograph, and a signature, in image format. Have the national identification number ready, because identity fields must match NIN and ID records. You also need a business address, email, phone number, commencement date, and the AV code from name reservation.

Do I still need separate TIN registration on an FIRS portal?

In most cases, no new paper TIN registration is required after CAC approval. From 2026, personal tax identity follows the national identification number, and a registered business retrieves its Tax ID from the Nigeria Revenue Service using its CAC number. The FIRS has transitioned to the NRS. Use the NRS Tax ID service first. Contact the tax office only if retrieval fails or the bank insists on a printed confirmation.

Complete CAC iCRP login on the official company registration portal of the Corporate Affairs Commission, Federal Republic of Nigeria. Follow password reset steps, the forgot password option, and two-factor authentication after the cybersecurity breach to restore iCRP account access for company incorporation, business name registration, NGO registration, CAC forms online, and the public or accredited agent dashboard.

The Corporate Affairs Commission operates the official company registration portal for the Federal Republic of Nigeria. Business owners, directors, trustees, and accredited agents use this system for company incorporation, business name registration, NGO registration, and related filings. After a security upgrade, iCRP account access changed. Users now need updated credentials and stronger verification before the login page will open a dashboard.

This guide explains how to reach the official iCRP portal, complete CAC iCRP login, use the forgot password option, and set up two-factor authentication. It is written for people who already have an account and for those preparing to file CAC forms online.

What the Official iCRP Portal Is

The Integrated Company Registration Portal, often called iCRP, is the online platform of the Corporate Affairs Commission. The home page describes it as the Official Company Registration Portal of the Corporate Affairs Commission, Federal Republic of Nigeria. [1]

The live address is https://icrp.cac.gov.ng. The login page is https://icrp.cac.gov.ng/auth/login/. Always type the address yourself or use a bookmark you created from that domain. Do not follow login links sent by unknown senders.

Through the portal, users can:

• Reserve names and start company incorporation
• Complete business name registration
• Apply for NGO registration, including incorporated trustees and companies limited by guarantee, where consent is required
• File selected pre-incorporation and, for eligible users, post-incorporation transactions
• Complete CAC forms online and pay statutory fees

Public users and accredited agents do not see the same tools. A public dashboard is generally limited to pre-incorporation work. An accredited agent dashboard can handle a wider range of filings, including post-incorporation work through single sign-on, so a separate post-incorporation login is no longer required for accredited agents. [2]

Why CAC iCRP Login Changed After the Security Upgrade

In April 2026, the Corporate Affairs Commission announced a major security upgrade to iCRP. News reports based on the commission’s public notice said the change followed a cybersecurity breach involving unauthorised access to limited parts of its systems.

The login page itself states that multi-factor authentication was upgraded to strengthen account security and that the way users access iCRP accounts has changed. The commission also published an “ICRP Password Reset and Two-Factor Verification Guide” on its news pages, with a step-by-step video.

Under the process described in those public notices, existing users were required to reset passwords before regaining access. Many users were also prompted to enable two-factor authentication, including authenticator-app codes in addition to a password.

Follow the prompts on the official login page. Screen wording can change as the commission updates the system.

Password Reset Steps Before You Sign In

If an old password no longer works, use the forgot password option rather than guessing. Repeated failed attempts can lock an account.

Use the Forgot Password Option

1. Open the official iCRP portal at https://icrp.cac.gov.ng.
2. Go to the login page.
3. Select Forgot Password or Reset Password.
4. Enter the registered email or username linked to the account.
5. Submit the request.
6. Open the message sent to that registered email. Check spam and promotions folders if it does not appear within a few minutes.
7. Use the reset link, create a new strong password, and confirm it.

The commission’s FAQ confirms that the forgot password feature sends instructions to the registered email address, and that users should open the link and follow the steps provided. [2] Reports of the April 2026 upgrade described this first reset as a one-time requirement so that older passwords would no longer work.

Choose a password you do not use on other sites. Do not share it with anyone who is not authorised to act for the business.

If the Reset Email Does Not Arrive

Confirm that you used the email stored on the account. On the login page, the official FAQ points users who are unsure of the linked email to the Check Email button.

If you no longer control that mailbox, the FAQ advises sending a request to [email protected] or [email protected] with your account details so the email can be updated. Customer service can also be reached at [email protected] and 07080629000.

How to Complete CAC iCRP Login

After the password is current, sign in on the official login page.

Enter Accepted Login Details

The iCRP FAQ says users can sign in with a username, email, phone number, or accreditation number, then complete two-factor authentication.

Typical sequence:

1. Open https://icrp.cac.gov.ng/auth/login/.
2. Enter the username, email, phone number, or accredited number that belongs to the account.
3. Enter the current password.
4. Complete the verification step shown on screen.
5. Continue into the dashboard only after the code is accepted.

Turn On Two-Factor Authentication

Two-factor authentication, also called multi-factor authentication, asks for something you know (the password) and something you have (a code from email or an authenticator app).

The official FAQ describes an email verification code: check the inbox, enter the code, and submit to reach the dashboard. [2]

Separately, the April 2026 security notices told users to set up an authenticator app after the password reset. In that flow, the portal displays a QR code. The user scans it with an app such as Google Authenticator, then enters the current six-digit code, which refreshes about every 30 seconds.

Complete whichever method the login page presents. Save backup codes if the portal offers them, and keep the authenticator app on a device you control. Losing that device can block later logins until support restores access.

Fix Duplicate Username or Phone Problems

If the system detects a duplicate username or phone number, the FAQ says you must update it before login can finish. Enter the old value and the new one you want to use, then continue. [2]

Public Dashboard and Accredited Agent Dashboard

Account type determines what appears after CAC iCRP login.

Public Dashboard and Pre-Incorporation

A public user account is for individuals who will act as a director, trustee, proprietor, or partner. Official signup text states that a public user only has access to pre-incorporation services.

From a public dashboard, typical pre-incorporation tasks include name reservation and starting a new registration. That covers many company incorporation and business name registration journeys, but it is not the full agent workspace.

Accredited Agent Dashboard

Accredited agents are persons or institutions certified by the Corporate Affairs Commission to process and submit pre-incorporation and post-incorporation filings for clients. [2]

On the new portal, accredited agents can move from pre-incorporation into post-incorporation through single sign-on. They search for the entity, open its dashboard, and file. Post-incorporation approvals are still reviewed by approving officers. [2]

Agents should register or link an accredited number only on the official site. A public account cannot be treated as an accredited agent dashboard.

Using the Portal After Login

Once inside, work from the menus rather than from unofficial “CAC registration manual” PDFs that circulate on social media. The in-portal steps are the current CAC registration manual for most users.

Business Name Registration

The FAQ states that business name registrations are AI-approved and can be processed quickly after a valid application and payment. The usual path is:

1. Reserve a name and obtain an availability code.
2. Open Registration and choose Register New Business.
3. Enter the availability code.
4. Add the email, business address, and commencement date.
5. Add proprietor details and upload identification, a passport photograph, and a signature in the required image format.
6. Review the preview and pay.
7. Watch the dashboard status: pending, queried, or approved. [2]

Company Incorporation and NGO Registration

Name reservation is automated for standard classifications once payment succeeds. Classifications include company, limited partnership, limited liability partnership, and business name. If a name is unavailable, the portal can suggest alternatives. [2]

Names that need consent, including many NGO registration cases such as incorporated trustees or companies limited by guarantee, follow a separate path. That application is still reviewed manually. Users select a reason for consent, enter entity details, pay, and wait for an email when the application is approved or queried. [2]

Company incorporation for limited liability companies, incorporated trustees, LLPs, and LPs still goes through manual approval review, unlike instant business-name approval. [2]

CAC Forms Online

After login, forms are completed inside the relevant workflow: name reservation, registration, or post-incorporation. Upload clear images where the form asks for identification or signatures. Pay through the payment options shown on the portal, commonly Remita. Keep the payment receipt and any availability code until the certificate or status report is available for download.

Safe Habits for iCRP Account Access

• Use only the official iCRP portal. The cybersecurity breach reports are a reminder that registry data is a target.
• Never send passwords or authenticator codes to someone claiming to be CAC support on social media or messaging apps.
• Keep the registered email active. Password reset steps and many status notices depend on it.
• Update your phone number in the account if you change numbers, so later recovery is possible.
• Log out on shared computers.
• If a filing is queried, open the query history in the dashboard and correct only the points raised before resubmitting.

For account problems that the login page cannot solve, contact the commission through the addresses published on the portal: [email protected] and [email protected], or 07080629000. [8]

Frequently Asked Questions

How do I log in to the new CAC iCRP?

Go to the official iCRP portal at https://icrp.cac.gov.ng, open the login page, and enter your username, email, phone number, or accreditation number with your current password. Complete two-factor authentication with the email code or authenticator code shown on screen. If the old password fails, use the forgot password option first. [2] [5]

What if I cannot access the registered email on my account?

Use Check Email on the login page if you only need to confirm which address is linked. If you have lost access to that mailbox, email [email protected] or [email protected] with your account details and request an email update. Do not create a second account for the same person unless support tells you to. [2]

Can every dashboard file both pre-incorporation and post-incorporation work?

No. A public dashboard is set up for pre-incorporation services. An accredited agent dashboard can process pre-incorporation and post-incorporation filings, and agents can reach post-incorporation through single sign-on without a separate login. [2] [9]

CAC Share Allotment in Nigeria: Share Capital Threshold, Procedure, and Compliance

Guide to share capital threshold and company registration in Nigeria, foreign participation rules, allotment of unissued shares, the procedure for allotment of shares in a private company, increasing share capital, return of allotment, CAC circular on allotment, and annual returns filing with the Corporate Affairs Commission under the Companies and Allied Matters Act.

Share allotment is how a company creates or redistributes ownership. In Nigeria, that process sits under the Companies and Allied Matters Act 2020 and is recorded with the Corporate Affairs Commission, the Nigerian corporate registry. Whether the task is company registration in Nigeria, increasing share capital after incorporation, or clearing historical unallotted shares, the same principles apply: shares must be properly issued, allotted to named persons, paid up to the required extent, and reported on time.

We set out the current framework for private company practice, the share capital threshold that applies at registration, the special position of foreign participation, the procedure for allotment of shares, the return of allotment, and how share changes interact with annual returns filing.

Share Capital Threshold for Company Registration in Nigeria

Under the Companies and Allied Matters Act, share capital means issued share capital. The older idea of a large authorised capital, of which only a fraction had to be issued, no longer applies. A company pays stamp duty and Corporate Affairs Commission fees on the capital it actually issues, and it is expected to allot those shares rather than leave a pool of unissued shares on the register.

Minimum Share Capital Under CAMA

Section 27 of the Companies and Allied Matters Act sets the statutory floor:

• A private company must have a minimum issued share capital of ₦100,000.
• A public company must have a minimum issued share capital of ₦2,000,000.

These figures are a baseline only. Banks, insurers, capital-market operators, payment businesses, and other regulated entities face much higher sector thresholds set by their own regulators. A company that registers at the CAMA minimum and later enters a regulated activity will usually have to increase capital before it can obtain the relevant licence.

At least 25 percent of issued share capital, including any increase, must be paid up for an increase to take effect. Directors are expected to be in a position to confirm that this paid-up condition is met.

Share Capital Threshold and Foreign Participation

Company registration in Nigeria with foreign participation is subject to a higher share capital threshold than the ordinary private-company minimum. Following the Revised Handbook on Expatriate Quota Administration, the expected minimum for a company with foreign participation is ₦100,000,000 issued share capital. The Corporate Affairs Commission has applied this threshold to new incorporations and has required existing foreign-participated companies below that level to increase capital before post-incorporation filings are processed in the ordinary way.

The ₦100 million figure is not a substitute for sector rules. A foreign-owned bank, insurer, or capital-market firm must still meet the higher capital set by the Central Bank of Nigeria, the National Insurance Commission, or the Securities and Exchange Commission. Capital may be contributed in cash or, where the relevant rules allow, by the value of qualifying imported equipment, but stamp duty and filing fees are still calculated on the issued amount. Foreign investors should also plan for Nigerian Investment Promotion Commission registration and, where expatriate staff are required, a business permit and expatriate quota. Those permits are routinely refused where the share capital threshold has not been met.

Allotment of Unissued Shares After the CAC Circular

CAMA 2020 replaced authorised capital with issued capital. Companies that still carried unissued or unallotted shares from the old regime were given a transition period. Regulation 13 of the Companies Regulations 2021 first required those shares to be fully issued or cancelled by 30 June 2021. A Corporate Affairs Commission public notice of 16 April 2021, widely referred to as the CAC circular on allotment, extended that deadline to 31 December 2022.

The allotment of unissued shares had to be completed by that date. Options open to companies included:

• Allotting the shares to existing or new shareholders.
• Making a bonus issue, where reserves supported it.
• Cancelling the unissued capital and reducing share capital under the statutory reduction procedure.

Daily default penalties were prescribed at ₦250 for a small company, ₦500 for a private company that is not a small company, and ₦1,000 for a public company, payable by the company and every officer in default. Share capital that remained unissued after 31 December 2022 is not recognised as part of the company’s share capital until it is fully issued or the capital is reduced. Companies that still show unallotted shares on the Nigerian corporate registry should treat regularisation as outstanding compliance, not as optional housekeeping. New issues after CAMA are different: shares are issued and allotted together, so a fresh pool of unissued capital should not be created.

Procedure for Allotment of Shares in a Private Company

Share allotment is the company’s act of appropriating a stated number of shares to a named person. It is distinct from a transfer, which moves shares already held by an existing member. The procedure for allotment of shares in a private company follows the Companies and Allied Matters Act, the company’s articles, and the filing rules of the Corporate Affairs Commission.

Who May Allot Shares

Section 149 vests the power to allot shares in the company. In a private company, that power may be delegated to the directors by the articles or by a resolution of the company. A public company may delegate only within the limits set by CAMA and the Investments and Securities Act, usually with a cap on number, purpose, and time. Allotting shares beyond the issued capital is not permitted. If more shares are required, the company must first increase issued share capital and allot the new shares as part of that increase.

Existing shareholders generally have pre-emptive rights over new equity shares, in proportion to their holdings, unless those rights are excluded by the articles or waived by special resolution. The offer period is 21 days. Only shares not taken up may then be offered to outsiders. A private company that intends to bring in a new investor should document any waiver clearly.

Steps for Allotting Shares

A practical sequence for allotting shares is as follows.

1. Confirm that the articles allow the proposed issue, identify the class of shares, and decide whether pre-emptive rights will be observed or waived.
2. Pass the appropriate board or general-meeting resolution. An increase in issued share capital must be approved in general meeting. A written resolution may be used where the articles and CAMA allow it.
3. Obtain a written application from each person who will take shares, stating the number required. The applicant may withdraw in writing before allotment.
4. Accept the application in whole or in part and notify the applicant of the allotment and the number of shares within 42 days. Acceptance creates a contract to take the shares.
5. Collect the subscription price, in cash or in non-cash consideration that has been properly documented and stamped. Confirm that the 25 percent paid-up condition is met where the allotment forms part of an increase.
6. Enter the allottee in the register of members. Membership arises when the person has agreed to become a member and the name is entered. Issue a share certificate within the statutory period, generally two months of allotment unless the terms of issue provide otherwise.
7. Update the register of persons with significant control if the new holding crosses a relevant control threshold, and file that change with the Corporate Affairs Commission.
8. File the return of allotment and, where capital has increased, the notice of increase, and pay the applicable fees and stamp duty.

Return of Allotment and the Share Capital and Allotment Statement

Section 154 requires a company limited by shares to deliver a return of allotment to the Commission within one month of the allotment. The return states the number and nominal value of the shares, the names, addresses, and description of the allottees, and the amount paid or payable on each share, including any premium. Shares allotted for consideration other than cash require the supporting contract and the prescribed particulars of that consideration.

In practice this filing is the share capital and allotment statement submitted on the prescribed form, currently processed as CAC 5 (return of allotment of shares), which also covers notice of an increase in issued share capital. Supporting documents typically include the signed resolution, identification of individual allottees, constitutional documents of corporate allottees, and evidence of stamping. Where the Commission asks for further particulars, it must allow at least seven additional days, and that time extends the one-month period.

Failure to file does not, by itself, undo a valid allotment once the member has been entered on the register. It does expose the company and its officers to daily penalties, and it leaves the public record at the Nigerian corporate registry incomplete. Late filing can be regularised, and the court may extend time where the omission was accidental or it is just and equitable to do so. We recommend filing within the month rather than relying on relief after the event.

Where the allotment is also an increase in issued share capital, section 127 adds a shorter notice period. The company must give the Commission notice of the increase within 15 days of the resolution. The notice includes the classes of shares, the conditions of issue, and a copy of the resolution, and it is the point at which stamp duty and filing fees on the increase are paid. If another regulator must approve the increase, the company notifies the Commission of that fact within 15 days, with a director’s affidavit. The 15-day period is then extended to a date no later than 10 days after that approval. If approval is still outstanding, a fresh notice and affidavit are required every 48 days. If approval is not obtained within nine months of the first notice, the resolution increasing capital becomes void.

Increasing Share Capital on the CAC Portal

Post-incorporation share capital changes are filed through the Corporate Affairs Commission online portal, usually by an accredited agent. The current workflow treats increasing share capital and allotting shares as one process, which matches the rule that allotment is made at the same time the shares are issued.

The usual portal path is:

• Search for the company and open its dashboard.
• Select the post-incorporation service for an increase in issued share capital.
• Enter the date of the resolution and the new share details, including class and nominal value.
• Allot every new share to a named shareholder before submission. Partial allotment that leaves shares unallotted is inconsistent with the issued-capital model.
• Upload the resolution, updated memorandum and articles where required, identification documents, and evidence of stamp duty.
• Pay the Commission’s filing fees and submit. Processing timelines published by the Commission for CAC 5 filings are measured in working hours once a complete application is accepted, but queries restart the clock.

Fees scale with the amount of the increase and should be confirmed on the portal before payment, because schedules change. Professional costs, stamp duty, and any Financial Reporting Council dues are separate from the Commission’s fee. After approval, obtain a certified copy of the filed return and update the company’s statutory registers so they match the public record.

A company cannot use a share-transfer filing to achieve an issue of new shares, and it cannot use an allotment filing to move shares from one existing member to another. Transfer and transmission have their own forms, instruments, and stamp-duty treatment.

Filing of Annual Returns and Share Capital Records

Filing of annual returns is a separate obligation, but it is closely tied to share capital compliance. An annual return tells the Nigerian corporate registry that the company is still active and sets out its members, directors, registered office, and capital position as at the return date. Share allotment that has not been filed will often surface as an inconsistency when annual returns are reviewed.

Under section 421 of the Companies and Allied Matters Act, a company must complete and deliver its annual return not later than 42 days after the annual general meeting for the year. A newly incorporated company is not required to file in the year of incorporation; the first return falls due after the statutory grace period, generally within 18 months of incorporation, and thereafter by reference to the annual general meeting. Business names file on a different calendar, not later than 30 June each year except in the year of registration. Small companies and single-shareholder companies may have modified meeting rules, but the return obligation itself does not disappear.

Annual returns filing is done on the Commission’s portal. Late filing attracts penalties that accumulate with each year in arrears, and persistent default can lead to the company being marked inactive or, in serious cases, struck off. Banks, investors, and regulators routinely treat outstanding annual returns as a due-diligence failure. A company that has just completed an increase in share capital or an allotment of unissued shares should file the capital change first, then file annual returns that reflect the updated register. Filing returns that still show the old capital creates a mismatch the Commission may query.

Practical Compliance Points

A few points prevent most rejections.

• Do not allot more shares than the issued capital. Increase and allot together when new money or new investors are coming in.
• Name every allottee, state the class and number, and keep the percentages reconcilable to 100 percent of issued shares.
• Observe or expressly waive pre-emptive rights before offering shares to a new investor.
• File the notice of increase within 15 days and the return of allotment within one month, and do not assume portal acknowledgement replaces stamping.
• Update the register of members, issue share certificates, and file any persons-with-significant-control change.
• Keep annual returns current. An inactive status blocks or delays later share filings.
• For foreign participation, confirm that issued capital meets the ₦100 million share capital threshold before relying on post-incorporation approvals or expatriate-quota applications.

This guide is general information on the Corporate Affairs Commission process and the Companies and Allied Matters Act. Specific transactions, especially those involving foreign investors, regulated sectors, or non-cash consideration, should be checked against the current portal requirements and the company’s articles before documents are signed.

Frequently Asked Questions

What is the minimum share capital for a private company in Nigeria?

Under the Companies and Allied Matters Act, a private company needs a minimum issued share capital of ₦100,000, and a public company needs ₦2,000,000. Regulated sectors set higher floors. A company with foreign participation is expected to meet a ₦100 million share capital threshold before the Corporate Affairs Commission will treat the registration and later filings as compliant with the expatriate-quota capital rule.

How soon must a return of allotment be filed?

Section 154 requires the return of allotment to be delivered to the Corporate Affairs Commission within one month of allotment. If the allotment also increases issued share capital, section 127 requires notice of that increase within 15 days of the resolution. Both filings, together with stamp duty, are handled as post-incorporation share capital work on the Commission’s portal.

What happened to unallotted shares after the CAC circular?

The CAC circular on allotment extended the deadline for existing companies to issue or cancel unissued shares to 31 December 2022. Shares still unallotted after that date are not recognised as part of share capital until they are issued or the capital is reduced, and the company and its officers remain exposed to daily default penalties. New issues under CAMA are allotted at the same time they are issued, so companies should not recreate a pool of unallotted shares.

CAC Filing of Statement of Affairs by Banks, Insurance Companies and Other Financial Institutions in Nigeria

CAC filing of the statement of affairs for banks and insurance companies in Nigeria: section 733 CAMA 2020 deadlines, Fourteenth Schedule contents, CAC registration portal steps, filing fees and penalties, daily penalty rates for a small company and a private company, and how this duty differs from CAC annual returns and dormant company compliance.

Banks, insurance companies, and certain other financial institutions in Nigeria carry a filing duty that sits apart from ordinary annual return filing. Under the Companies and Allied Matters Act 2020 (CAMA 2020), these entities must submit a statutory statement of affairs to the Corporate Affairs Commission (CAC) before they commence business and twice in every year they continue to carry on business. The duty is set out in section 733 and must follow the form in the Fourteenth Schedule, or as near to that form as circumstances allow.

This guide explains who must file, when the deadlines fall, what the statement covers, how filing fees and penalties work, and how the obligation differs from CAC annual returns. Figures drawn from the Companies Regulations 2021 and the Commission’s February 2021 notice should be confirmed on the CAC registration portal before payment, because schedules can be revised.

Corporate Affairs Commission and the Statutory Statement of Affairs

The Corporate Affairs Commission is the federal registry that handles business registration and ongoing corporate filings in Nigeria. For banks and insurance companies, one of those ongoing filings is the statement of affairs required by section 733 of CAMA 2020.

Section 733(1) provides that every banking company, insurance company, or deposit, provident or benefit society shall, before it commences business, and also on the first Monday in February and the first Tuesday in August in every year during which it carries on business, submit to the Commission a statement in the form in the Fourteenth Schedule. A company that carries on the business of insurance together with any other business is still treated as an insurance company for this purpose.

The statement is sometimes described in practice as a statutory statement of compliance. In law it is a prescribed statement of capital, liabilities, and assets. It gives the Commission, members, and creditors a recurring snapshot of the institution’s affairs, separate from returns made to the Central Bank of Nigeria or the National Insurance Commission.

Who Must File Among Banks and Insurance Companies

The duty attaches to the type of business, not merely to the label on a licence. The following entities fall within section 733:

• A banking company.
• An insurance company, including a company that combines insurance with another business.
• A deposit, provident, or benefit society.

Other financial institutions should check whether their objects and licensed activity bring them inside one of those descriptions. A private company and a public company in these sectors are both covered. The filing is not limited to large public banks. A small company that is a banking or insurance company remains inside the section, although the daily penalty rate differs by company size.

Business registration with the CAC is the starting point. An entity that has not been incorporated cannot file this statement, and an incorporated entity that has not yet commenced business must still submit the pre-commencement statement before it starts operations.

Filing Schedule for the Statement of Affairs

There are two limbs to the timetable.

Before commencement. The first statement must be submitted before the institution begins business. Waiting until the first February or August date after launch does not satisfy this limb.

Twice each year of trading. While the institution carries on business, it must file:

• on the first Monday in February, and
• on the first Tuesday in August.

These dates are fixed by the Act. They are not linked to the date of the annual general meeting, and they are not the same as the annual returns deadline. Institutions should diary both dates at the start of each year and allow time for internal sign-off by a director, the secretary, or another authorised officer.

What the Fourteenth Schedule Statement Contains

The prescribed form is CAC 18, headed as the Fourteenth Schedule statement to be published by banking and insurance companies and by deposit, provident, or benefit societies. In substance, the statement covers:

• Company details, including the registration number and full name.
• A statement of issued share capital, calls made, and amounts received. A company with no share capital omits that portion.
• Liabilities on the relevant date, including judgment debts, specialty debts, notes or bills, simple-contract debts, and estimated liabilities.
• Assets on that date, including government securities, bills of exchange and promissory notes, cash at bankers, and other securities.
• Authentication by a director, the secretary, or an authorised officer.

The Act allows the statement to follow the Fourteenth Schedule “or as near thereto as circumstances may admit.” That flexibility does not remove the duty to file, and it does not authorise a free-form narrative in place of the prescribed categories. Figures should be supportable from the institution’s books.

Display, Access, and the Statutory Statement of Compliance

Filing with the Commission is only part of the duty. Section 733 also requires publication inside the business:

• A copy of the statement must be put up in a conspicuous place at the registered office.
• A copy must also be displayed at every branch office or other place where the business is carried on.
• Every member and every creditor is entitled to a copy, on payment of the sum prescribed in the regulations.

Failure to display the statement, or to supply a copy on request, is part of the same compliance section. Treating the filing as a portal-only exercise, while leaving branches without a posted copy, leaves the institution in default.

Filing Fees and Penalties

Fees under the Companies Regulations

According to the Companies Regulations 2021, as notified by the CAC in February 2021, the filing fee for this statement is:

• ₦5,000 for a private company.
• ₦10,000 for a public company.

These amounts were the fees published for the Fourteenth Schedule statement. They should be checked against the current schedule on the CAC registration portal before each filing, because the Commission has revised other fees since 2021.

Daily penalty for late filing

Section 733(4) provides that if default is made in complying with the section, the company and every director and manager of the company is liable to a penalty prescribed in the regulations for every day during which the default continues. The CAC’s February 2021 notice, as reported in contemporaneous legal commentary, set the daily penalty for late filing of the statement as follows, due from the company, each of its directors, and the company secretary:

• Small company: ₦250 for every day of default, each.
• Private company other than a small company: ₦500 for every day of default, each.
• Public company: ₦1,000 for every day of default, each.

A daily penalty of this kind compounds quickly. A private company that is not a small company, with several directors, can accumulate a material sum within weeks if both the entity and each officer remain in default. The statute’s liability language refers to the company and every director and manager; the 2021 notice also applied the daily amount to the company secretary. Officers should not assume that only the company is exposed.

Confirm the rate that the portal or the current regulations apply on the day of filing. Do not rely on an old internal schedule if the Commission has issued a later notice.

How This Filing Differs from CAC Annual Returns

CAC annual returns are a separate obligation under CAMA 2020. Annual returns Nigeria rules require a company to deliver its annual return to the Commission within 42 days of its annual general meeting, together with the financial statements laid before that meeting, or an explanation where accounts are absent. That deadline is tied to the annual general meeting. The section 733 statement is tied to fixed February and August dates and to the pre-commencement moment.

Key differences:

Point	Statement of affairs (section 733)	CAC annual returns
Who	Banking companies, insurance companies, and deposit, provident or benefit societies	Companies generally, and other registered entities as the Act requires
When	Before commencement; first Monday in February; first Tuesday in August	Within 42 days of the annual general meeting
Form	Fourteenth Schedule / CAC 18	Prescribed annual return, with accounts or a statement of affairs where appropriate
Purpose	Capital, debts, and assets snapshot for this class of company	Yearly confirmation that the company remains on the register and in good standing

Filing one does not satisfy the other. A bank that files its annual return on time can still be in default on the February or August statement, and the reverse is also true.

Annual return filing remains mandatory even where the company did not trade. A dormant company is not exempt merely because it is inactive. Persistent failure to file annual returns can move a company toward inactive company status on the register, attract accumulating penalties, and, if left unresolved, support a striking-off process. Clearing annual returns is also often a practical precondition for other post-incorporation filings on the portal.

CAC Registration Portal and How Institutions File

The CAC registration portal (the Company Registration Portal) is the Commission’s electronic channel for business registration and most post-incorporation filings. In January 2021 the Commission directed affected institutions to submit the Fourteenth Schedule statement through designated courier companies, and shortly afterwards published the fees and penalties. Practice has since moved heavily onto the portal for statutory filings.

Before each deadline, the company secretary or compliance officer should:

1. Confirm on the official CAC site which channel is open for the Fourteenth Schedule statement.
2. Ensure the entity account on the portal is active and that annual returns are not blocking other filings.
3. Prepare CAC 18 with current capital, liability, and asset figures, authenticated by a director, the secretary, or an authorised officer.
4. Pay the filing fee shown for a private company or a public company, as applicable.
5. Retain the acknowledgement, post a copy at the registered office and every branch, and be ready to supply a copy to a member or creditor who asks and pays the prescribed sum.

Companies Regulations 2021 also deal with electronic authentication. A document submitted through the entity’s account on the Commission’s system is treated as authenticated when the regulations say so. That does not remove the need for an authorised officer to stand behind the figures.

Inactive Company Status, Dormant Company Risk, and Accumulating Penalties

An inactive company on the CAC register is not the same thing as a company that has chosen to pause trading. Inactive status commonly reflects missing annual returns. Banks, counterparties, and investors routinely check CAC records. An inactive flag can delay account maintenance, licensing interactions, and due diligence even when the underlying business is sound.

For the section 733 statement, the recurring duty applies in every year during which the institution carries on business. A company that has not yet commenced business still owes the pre-commencement statement. A dormant company that truly carries on no banking or insurance business should take advice on whether the February and August limbs are triggered, but it should not assume that dormancy cancels annual return filing or other CAMA duties.

Accumulating penalties are the practical risk. The daily penalty on the statement runs for every day the default continues, and it can attach to the company and to officers personally. Annual-return penalties, which the Commission has enforced in full against companies and officers, are calculated separately. Leaving both streams outstanding multiplies cost and can restrict portal access for other filings.

A small company should not treat the lower daily rate as a reason to delay. The rate is lower, not zero, and personal liability on directors and managers remains.

Practical Steps for Private Company and Public Company Filers

Compliance teams at banks and insurance companies can keep the duty manageable with a short cycle:

• Map the entity against section 733 at incorporation and again if the business mix changes. A company that adds insurance business becomes an insurance company for this section even if insurance is not its only activity.
• Fix the pre-commencement filing as a condition of going live, alongside licensing conditions from the sector regulator.
• Calendar the first Monday in February and the first Tuesday in August, with an internal draft deadline at least two weeks earlier.
• Reconcile share capital, debts, and assets to the general ledger before authentication.
• File, pay, display at head office and branches, and archive the member-and-creditor copy process.
• Keep the annual general meeting and the 42-day annual return filing on a separate tracker so one deadline does not crowd out the other.
• If a filing has been missed, calculate the daily penalty from the missed date, file the outstanding statement, and do not wait for a Commission query. Late filing still stops the daily penalty from running further once the default ends.

Sector returns to the Central Bank of Nigeria or the insurance regulator do not replace the CAC statement. Those regulators ask for prudential information on their own forms and timelines. The Corporate Affairs Commission statement is a companies-registry duty.

Frequently Asked Questions

Who must file the statement of affairs with the Corporate Affairs Commission?

Every banking company, insurance company, or deposit, provident or benefit society must file. An insurance company that also carries on another business is still an insurance company for this duty. The obligation applies to a private company and to a public company in these categories, including a small company.

When is the statement due?

It is due before the institution commences business, and afterwards on the first Monday in February and the first Tuesday in August in every year during which it carries on business. These dates are independent of the annual general meeting and of annual return filing.

What are the filing fees and penalties if we file late?

Under the Companies Regulations 2021 figures notified in February 2021, the fee is ₦5,000 for a private company and ₦10,000 for a public company. The daily penalty notified at that time was ₦250 for a small company, ₦500 for a private company other than a small company, and ₦1,000 for a public company, for each day of default, against the company and the officers identified in the notice. Confirm the amount due on the CAC registration portal before you pay, and display the filed statement at the registered office and every branch.

Change of Directors in Nigeria: CAC Portal Guide under CAMA 2020

Change of directors in Nigeria: file a notice of change on the CAC portal within 14 days under CAMA 2020. Cover Form CAC 7, CAC 7B, director particulars, removing and replacing a director, how to appoint a new director, filing requirements, and how a change in shareholding differs for a private limited company.

A change of directors is a core compliance duty for every Nigerian company. When company directors are appointed, resign, retire, die, or are removed, the public record kept by the Corporate Affairs Commission must be updated. Under CAMA 2020, that update is made by filing a notice of change through the CAC portal, which is the company registration portal used for post-incorporation services.

Leaving the register stale creates practical problems. Banks, investors, regulators, and counterparties rely on the CAC record when they check who can bind the company. An outdated board can stall account updates, KYC reviews, tenders, and later filings. The change of directorship only becomes official when the Commission accepts the filing and the status report reflects the new particulars of directors.

Why the Corporate Affairs Commission Must Be Notified

The Corporate Affairs Commission maintains the public register of company directors. Appointment at incorporation is only the starting point. Every later change of directors has to be notified so the register matches the people who actually manage the company.

Directors are not the same as shareholders. Shareholders own the company. Directors manage it. A change in shareholding can affect control, but it does not by itself change the board. A private limited company must treat the two events as separate compliance tasks, even when they happen in the same transaction.

We recommend treating the CAC filing as part of the same decision that changes the board, not as an optional follow-up. Until the notice of change company director is accepted, third parties will continue to see the old board.

Legal Basis for Change of Directorship under CAMA 2020

CAMA 2020 sets both the internal rules for company directors and the external duty to notify the Commission. A Nigerian company must notify the CAC of any appointment, removal, or change in the details of a director within 14 days of the requisite resolution.

That 14-day rule covers more than a full board replacement. It covers:

• Appointment of a new director
• Resignation, retirement, or death
• Removal of a director before the end of the term
• A change in director particulars, such as name, residential address, or identification details

Older paper practice used prescribed forms. Current practice is electronic. The company registration portal generates the notice, collects director particulars, and routes payment before review. The legal duty has not disappeared because the form is now completed online.

CAC operational materials also record that a person under 18 cannot be a director, and that notice of appointment or removal must be filed within 14 days. Disqualified persons, including those barred by insolvency or other statutory grounds, should not be put forward for appointment.

Minimum Number of Company Directors

A private limited company cannot drop below the number of directors the law requires. Under CAMA 2020, a small company may have one director. Companies that are not small companies generally need at least two. Before removing and replacing a director, confirm that the board will still meet the minimum after the date of change.

If the outgoing director is the only director of a company that must have two, appoint the replacement in the same resolution cycle so the company is never left without a lawful board.

When a Notice of Change Is Required

File a notice of change whenever the identity of a director changes, and file a separate update when the same person remains a director but the recorded details are wrong or outdated. Practitioner guidance treats these as different portal services: change of director when the person on the board changes, and change in particulars when only the profile changes.

Typical triggers include:

• Ordinary resolution appointing or removing a director
• A signed resignation letter
• Retirement under the articles
• Death, supported by appropriate evidence
• Correction of name, address, nationality, occupation, or identification

Do not wait for the next annual return. Annual returns do not replace a timely notice of change.

Removing and Replacing a Director

Removing and replacing a director is a members’ power, not a private arrangement between directors. Nigerian practice under CAMA is that a company may, by ordinary resolution, remove a director before the end of the term, even if the articles or a side agreement say otherwise. Special notice of the proposed resolution is required. The director concerned must receive the notice and is entitled to be heard at the meeting.

A sound removal sequence is:

1. Confirm the articles and any service contract so compensation and notice issues are identified early.
2. Give special notice of the resolution to remove the director.
3. Send a copy of that notice to the director, and allow written representations to be circulated where the statute requires it.
4. Hold the meeting, hear the director, and pass the ordinary resolution if the members so decide.
5. Fill any vacancy at the same meeting or as a casual vacancy, if the articles and CAMA allow it.
6. File the notice of change with the Commission within 14 days, with the resolution attached.
7. Update the company’s internal register of directors.

A removal that ignores the statutory procedure can be challenged. The filing does not cure a defective meeting. Get the resolution right before uploading it to the CAC portal.

Resignation is simpler. The director submits a signed letter stating the intention to resign and the effective date. The board notes the resignation, the company records the date of change, and the notice of change company director is filed with the letter. Death requires evidence of death rather than a resignation letter. In every case, keep the company above the minimum number of company directors.

How to Appoint a New Director

To appoint a new director, the members or the board must have authority under CAMA 2020 and the articles. First directors are named at incorporation. Later appointments are usually made by the members in general meeting, or by the board where the articles allow a casual vacancy to be filled until the next general meeting.

Before the appointment is approved, collect:

• Full name, former name if any, date of birth, gender, and nationality
• Occupation, phone number, and email
• Service address and residential address
• A valid photo identification, such as a national identity card, international passport data page, driver’s licence, or voter’s card
• Written consent to act
• For a non-Nigerian resident in Nigeria, evidence of a residence permit where the Commission requires it

The incoming director must be at least 18 and must not be disqualified. Once the resolution is passed, enter the director particulars on the company registration portal and upload the resolution, consent, and identification. The public register should then show the new director, not merely an internal minute.

Filing Requirements on the CAC Portal

Post-incorporation services for a change of directorship are filed online. Most companies complete the process through a CAC-accredited agent because the post-incorporation pathway is built around accredited access. The practical filing requirements are consistent across current guidance.

Before you start

• Clear outstanding annual returns. The portal commonly blocks post-incorporation filings while annual returns are unpaid.
• Confirm the registered name and RC number exactly as they appear on the CAC record.
• Fix the date of change. That date drives the 14-day clock and any late-filing penalty.

Documents usually required

• Signed board or members’ resolution approving the appointment, removal, or replacement
• Resignation letter, or death evidence, where a director is leaving
• Consent to act and valid identification for an incoming director
• Residence-permit evidence where a foreign resident director is involved
• Authority for the person submitting the filing, typically a director, the secretary, or an accredited representative

Portal steps

1. Log in to the CAC portal or company registration portal through the accredited post-incorporation account.
2. Retrieve the company by RC number.
3. Open post-incorporation services and select change of director, or the notice of change in particulars if only details are changing.
4. Enter or remove director particulars, including the date of change.
5. Upload the resolution and supporting documents as clear PDF files within the portal size limits.
6. Pay the statutory fee generated by the portal, usually through Remita.
7. Submit and monitor queries. Incomplete identification or an unsigned resolution is a common reason for delay.
8. Download the updated status report once approved, then mirror it in the internal register.

Official form labels have shifted as CAC moved from paper to the portal. Public CAC form lists still include CAC 7A as the notice of change of directors or of a director’s name or address. Later operational checklists refer to Form CAC 7 as the notice of change in particulars of directors under the CAMA provision that requires notification. On the live portal, follow the service name the system displays rather than forcing an old paper form number.

Statutory fees are calculated on the portal at the time of filing. Late filing adds penalties. Professional service packages quoted by agents are separate from the Commission’s own charge, so confirm the amount shown before payment rather than relying on an old fee schedule.

Form CAC 7, CAC 7B, and Particulars of Directors

Form CAC 7 and related notices exist to capture particulars of directors and any later change. In paper practice, the secretary completed the particulars after a removal or appointment and filed them with the resolution. CAC 7B is the label some notice templates use for a change in an existing director’s details, as distinct from a change in who sits on the board.

Whether the screen is titled Form CAC 7, CAC 7A, or CAC 7B, the substance is the same. The Commission wants:

• Company name and registration number
• The director’s current details as they appear on the register
• The date of change
• The nature of the change: appointment, cessation, or amended particulars
• New name, address, nationality, or identification where those fields changed
• Supporting evidence and a declaration by an authorised officer

Use the change-of-director service when someone joins or leaves. Use the particulars service when the same director’s recorded profile must be corrected. Mixing the two is a frequent cause of rejection.

Date of Change and the 14-Day Deadline

The date of change is the effective date in the resolution, resignation, or other triggering event, not the date someone remembers to open the portal. Notification must reach the Corporate Affairs Commission within 14 days of that date.

Count carefully. A resolution passed on 1 March should be on the portal by 15 March, subject to how the portal calculates the window. Filing on day 16 can still be accepted, but the system may add a late-filing penalty that grows with delay. Repeated late notices also signal weak governance to banks and investors who read the filing history.

If annual returns are in arrears, clear them first so the 14-day window is not lost while the portal is locked. Build the document pack before the meeting so upload can happen the same week the resolution is signed.

Change in Shareholding Is a Separate Filing

A change in shareholding is not a change of directors. CAMA 2020 does not impose the same filing duty on a pure transfer of shares that it imposes on a change of directorship. The CAC nevertheless accepts share-transfer instruments and the approving board resolution, commonly within 15 days of the board resolution, and the transfer must be entered in the register of members.

Related deadlines differ:

• Return of allotment: file within 15 days of allotting new shares, showing the new shareholding.
• Persons with significant control: an individual must tell the company within seven days of becoming a PSC, and the company must file PSC changes with the CAC within one month.
• Director change: file within 14 days of the resolution.

If a majority shareholder who is also a director exits, file both the ownership update and the notice of change company director. One upload does not update the other register.

Post-Incorporation Services after Approval

Approval on the company registration portal is not the last internal step. Post-incorporation services produce an updated status report. Use that report to:

• Rewrite the register of directors kept at the registered office
• Notify the bank, auditors, and key counterparties
• Align signatory mandates with the new board
• Archive the resolution, consent, identification copies, payment receipt, and status report
• Check whether a PSC filing or a change in shareholding filing is also due

Companies that only update the CAC record and forget the internal register create a second inconsistency. Statutory books and the public register should tell the same story.

Practical Checks before You File

• Match every name and RC number to the existing CAC record, including spelling.
• State a single, clear date of change.
• Do not remove a director if the company would fall below the CAMA 2020 minimum.
• Attach special-notice evidence where the action is a removal, not a resignation.
• Use current identification. Expired documents are a common query point.
• Keep scans legible. Blurred resolutions are returned.
• Respond quickly if the Commission raises a query. Silence restarts the delay.
• Do not treat a board WhatsApp message as a resolution. The portal expects a proper signed resolution.

Foreign directors need the same core particulars as Nigerian directors, plus residence evidence where they live in Nigeria. Non-English documents should be translated before upload.

Frequently Asked Questions

How long do we have to file a change of directors with the CAC?

File the notice of change within 14 days of the resolution or other effective date of change. Late filing can attract penalties calculated on the CAC portal, and an outdated board can block banking and due-diligence checks until the record is corrected.

Can a private limited company remove a director and appoint a new director in one filing?

Yes. Removing and replacing a director is often done in one members’ process: special notice and an ordinary resolution for removal, plus a resolution to appoint the replacement, then one change-of-directorship filing that records both the cessation and the new director particulars. Keep the company at or above the minimum number of directors required for its size under CAMA 2020.

Is Form CAC 7 the same as a change in shareholding form?

No. Form CAC 7, CAC 7A, and CAC 7B relate to particulars of directors and a notice of change company director. A change in shareholding is handled through transfer records, a return of allotment, and, where control thresholds are crossed, a persons-with-significant-control filing. Use the post-incorporation service that matches the event.

CAC Appointment and Change of Secretary in Nigeria: A Practical Compliance Guide

Appoint, remove, or file a CAC company secretary change in Nigeria under CAMA 2020. Covers small companies, public company qualifications, 14-day notice of appointment or removal, secretary particulars, annual return, incorporated trustees, and CAC portal filing documentation.

A company secretary is a statutory officer under Nigerian company law, not a clerical title. Under the Companies and Allied Matters Act 2020 (CAMA 2020), the Corporate Affairs Commission (CAC) expects accurate records of who holds that office, what their secretary particulars are, and when those details change. This guide explains when you must appoint a company secretary, how directors appoint or remove one, and how to complete a CAC company secretary change as a post-incorporation matter.

The rules differ for small companies, other private companies, public companies, and incorporated trustees. Getting the distinction right avoids rejected filings, daily penalties, and gaps in regulatory compliance.

When a Company Secretary Is Required in Nigeria

Mandatory appointment under CAMA 2020

Section 330 of CAMA 2020 requires every company to have a secretary, except a small company. Public companies have no exemption. If a public company fails to appoint a secretary, the company and every officer in default are liable to penalties specified by the Commission, with continuing daily penalties if the default continues.

A small company may still choose to appoint a secretary. Many do so because banks, investors, and counterparties expect a named officer who can sign statutory documents and keep the register in order.

What counts as a small company

A company is a small company only if it meets all the qualifying conditions in section 394(3) of CAMA 2020 for the relevant financial year. Those conditions are:

• It is a private company.
• Its turnover is not more than ₦120 million, or such other amount as the Commission may fix.
• Its net assets value is not more than ₦60 million, or such other amount as the Commission may fix.
• None of its members is an alien.
• None of its members is a government, government corporation or agency, or a nominee of any of them.
• Where the company has a share capital, the directors between themselves hold at least 51 percent of the equity share capital.

Because the conditions are cumulative, a private company with a foreign shareholder cannot rely on the small-company exemption. That company must appoint a company secretary even if its turnover and assets are modest. Thresholds can be revised by the Commission, so confirm the figures in force before treating the exemption as available.

Who may act if the office is vacant

Where the office is vacant, or the secretary is absent or unable to act, an officer authorised generally or specially by the board may perform the secretary’s functions for the time being. That is a stop-gap. It does not replace the duty to appoint a secretary where the law requires one, nor does it remove the duty to notify the CAC of a change.

Company Secretary Role and Duties

Core statutory functions

The company secretary role under CAMA 2020 is a compliance and governance function. Typical duties include:

• Attending meetings of the company, the board, and board committees, and providing the secretarial services those meetings require.
• Advising the meeting on compliance with the Act, the company’s constitution, and applicable regulations.
• Maintaining the statutory registers the company is required to keep.
• Filing returns and notices with the CAC, including changes in directors and secretaries and the annual return.
• Carrying out other administrative and secretarial duties directed by the board.

The secretary does not, without board authority, exercise powers vested in the directors. The office supports the board; it does not replace it.

Regulatory compliance filings the secretary usually drives

In practice, the secretary is the officer who keeps post incorporation matters on schedule. Common CAC filings include notice of changes in directors and secretaries or in their particulars, return of allotment, changes to the registered address or share capital, and the annual return. Missing these deadlines is what most often blocks a later CAC company secretary change, because the Commission generally will not process officer changes while annual returns are outstanding.

Who Can Be Appointed as Secretary

Private companies

For a private company, the directors must take reasonable steps to ensure that the person appointed appears to have the knowledge and experience needed to discharge the functions of a secretary. CAMA 2020 does not impose the same closed list of professional qualifications that applies to public companies. An individual or a firm may be appointed, provided the board is satisfied as to competence.

Public companies

Section 332 sets a stricter test for a public company. A person shall not be appointed secretary unless that person is one of the following:

• A member of the Institute of Chartered Secretaries and Administrators (in Nigeria, ICSAN).
• A legal practitioner within the meaning of the Legal Practitioners Act.
• A member of any professional body of accountants established by an Act of the National Assembly.
• A person who has held the office of secretary of a public company for at least three years of the five years immediately before the appointment.
• A firm or body corporate whose partners, directors, or members include persons qualified as above.

Evidence of qualification should be kept with the board papers and uploaded with the filing documentation where the CAC portal requests it.

Register of secretaries

Only public companies are required to keep a register of secretaries. Where a register is kept, it must record the secretary particulars prescribed by the Act, including, for an individual, name and any former name, and address details, and, for a corporate secretary or firm, the corporate or firm name and registered or principal office. Private companies that appoint a secretary should still keep internal records of the same particulars, because those details are what the notice to the CAC must contain.

How to Appoint a Company Secretary

Who has the power to appoint

Under section 333(1), a secretary is appointed by the directors. Where the company has a single director, that director may exercise the power. Appointment is therefore a board matter, not a members’ resolution, unless the company’s constitution imposes an extra internal step.

Practical steps to appoint a company secretary

1. Confirm that the proposed secretary meets the qualification test that applies to the company.
2. Pass a board resolution stating the name of the appointee, whether the secretary is an individual or a body corporate, and the effective date.
3. Obtain a signed consent to act. Section 339 requires that notice of a person becoming secretary be accompanied by that person’s consent.
4. Collect secretary particulars: full name, any former name, date of birth, nationality, gender, service address, residential address, email, phone number, identity type and number, and, for a corporate secretary, the firm or company name, registration number, and principal office.
5. Update internal records, and, if the company is public, the register of secretaries.
6. File the notice of appointment with the CAC within 14 days.

Filing documentation for an appointment

Typical filing documentation includes the board resolution or a certified extract, the consent letter, a valid means of identification for an individual secretary, and proof of professional qualification where the company is public. For a corporate secretary, include evidence of registration of the firm or company. The application on the CAC portal is authenticated by a director, the secretary, or another authorised officer.

Official CAC forms published for this purpose include the Appointment of Secretary form (CAC 8), which is used to appoint an individual or corporate secretary and is not the form for a mere change of details. Older notices such as Form CAC 2.1 were also used for appointment or change of company secretary. The live post-incorporation service on the portal is the controlling route; complete the online fields the system presents rather than relying on a superseded paper form alone.

How to Remove a Company Secretary

Private companies

Section 333(1) allows the directors to remove a secretary, subject to the safeguards in that section. Those safeguards are drafted for public companies. For a private company, removal is effected by a board resolution (or by the sole director). There is no statutory requirement to give the seven-working-day defence notice that applies to public companies, although a fair internal process and a clear resignation or removal letter reduce disputes.

Resignation is equally effective once accepted or once it takes effect under its terms. The company must still notify the CAC that the person has ceased to be secretary.

Public companies: the statutory removal procedure

Where the board intends to remove the secretary of a public company, section 333(2) requires written notice that:

• states that removal is intended;
• sets out the grounds;
• gives at least seven working days to make a defence; and
• gives an option to resign within seven working days.

What happens next depends on the secretary’s response and the ground relied on:

• If the secretary neither resigns nor defends within the period, the board may remove the secretary and must report to the next general meeting.
• If a defence is made and the board finds it insufficient, and the ground is fraud or serious misconduct, the board may remove the secretary and must report to the next general meeting.
• If the ground is something other than fraud or serious misconduct, the board must not remove the secretary without the approval of the general meeting. The board may suspend the secretary and must report to the next general meeting. A removal approved by the general meeting takes effect from the time the meeting determines.

Skipping this procedure in a public company exposes the removal to challenge and can cause the CAC filing to be queried.

Notice of removal and replacement

File a notice of removal (CAC Form CAC 8A is the Commission’s notice of termination of a secretary’s appointment, and it is not the form used to appoint a replacement). If a new secretary is appointed at the same time, file the notice of appointment as well, with consent and particulars. Where the office is mandatory, do not leave it vacant longer than necessary.

CAC Company Secretary Change: Portal Filing

The 14-day rule

Section 339 requires the company, within 14 days, to notify the Commission when a person becomes or ceases to be secretary, and when any change occurs in the particulars contained in the register of secretaries. The notice must state the date of the change. Notice that a person has become secretary must include the new secretary particulars and be accompanied by consent to act. Default makes the company and each officer liable to a daily penalty in an amount the Commission specifies.

Treat appointment of secretary, removal of secretary, and a change of secretary particulars as three different events. A change of name or address of the same secretary is a change in particulars. Replacing one person with another is an appointment and a cessation, each of which needs its own notice.

Using the CAC portal

Post incorporation matters of this kind are filed on the CAC post-incorporation portal (the iCRP service). In practice, access and submission are handled by an accredited agent CAC has registered to file on behalf of companies. The usual sequence is:

1. Confirm that the annual return position is up to date. Practitioners and filing agents consistently report that the CAC will not approve a change of secretary, or other officer changes, while annual returns are outstanding.
2. Sign in, open the company’s post-incorporation dashboard, and select the service for appointment, removal, or change of secretary particulars.
3. Enter company details (registered name and RC number), the date of the resolution, and the secretary particulars.
4. Upload the board resolution, consent (for an incoming secretary), identification, and any qualification evidence.
5. Authenticate the filing in the name and capacity of a director or other authorised officer.
6. Pay the statutory fee shown on the portal and submit.
7. Respond to any query promptly. On approval, download the updated status report and file it with the statutory records.

Processing time is not fixed by statute. It depends on document quality and whether the Commission raises a query. Incomplete identification, a resolution that does not match the portal dates, or an out-of-date annual return are the usual causes of delay.

Annual return as a gate to other filings

The annual return is a separate statutory filing, generally due within 42 days after the annual general meeting, or within the period that applies to a company not required to hold one. It is also the practical precondition for most post incorporation matters, including a CAC company secretary change. File outstanding annual returns first, then file the notice of appointment or notice of removal. Do not treat the secretary filing as a substitute for the annual return, or the reverse.

Change of Secretary for Incorporated Trustees

Incorporated trustees—associations, religious bodies, foundations, and similar organisations registered under Part F of CAMA—must also have a secretary. A change of secretary for an incorporated trustee is a distinct post-registration filing. It is not completed with a board resolution of a company.

Requirements commonly applied by the CAC and by accredited agents include:

• Up-to-date annual returns of the incorporated trustees.
• The registered name and IT number.
• Signed minutes of the meeting at which the change of secretary was approved.
• A consent letter from the incoming secretary.
• Full particulars and a valid means of identification (national identity card, international passport, driver’s licence, or voter’s card, as accepted on the portal).
• Authentication by an existing trustee or the secretary.

Do not confuse this filing with a change of trustees. Replacing trustees often requires newspaper publication and a statutory objection period. A change of secretary of incorporated trustees follows the minutes-and-consent route above, but the organisation’s constitution may impose extra internal steps. Read the constitution before the meeting is called.

Directors and Secretaries: Records That Must Stay Consistent

Directors and secretaries appear together on the public register and on most status reports. A bank, regulator, or counterparty will compare the people who sign documents with the people the CAC still lists. If the register shows a former secretary, documents signed by the successor can be questioned.

Keep these records aligned after every change:

• Board minute book and the resolution or resignation letter.
• Consent to act and identification copies.
• Register of secretaries, where the company is public.
• Register of directors, if a director is also the secretary or ceases to be.
• CAC status report issued after approval.
• The annual return for the year in which the change occurred, so the return does not revive an outdated name.

A person may be both a director and the secretary, subject to the qualification rules and to any restriction in the articles. The filings are still separate: one set of particulars for the directorship, another for the secretarial office.

Common Errors That Delay Approval

• Filing a members’ resolution when the Act requires a decision of the directors.
• Removing a public-company secretary without the section 333 notice, defence period, and, where required, general-meeting approval.
• Uploading a consent that is unsigned, undated, or in a name that does not match the identification.
• Using a change-of-particulars service when the person in office has actually been replaced.
• Attempting the filing while the annual return is in arrears.
• Leaving the office vacant in a company that is not a small company, or in a public company.
• Treating an administrative assistant as the statutory secretary without a board appointment and CAC notice.

False statements in a return or notice are an offence under section 862 of CAMA 2020. The forms themselves warn that a wilfully false material statement can attract imprisonment and fines. File only what the resolution and the supporting documents actually say.

Frequently Asked Questions

Is every Nigerian company required to appoint a company secretary?

No. Under section 330 of CAMA 2020, every company must have a secretary except a small company as defined in section 394. Public companies must appoint one. A private company with a foreign member, turnover above the threshold, net assets above the threshold, government ownership, or directors holding less than 51 percent of the equity cannot use the small-company exemption and must appoint a secretary.

How soon must a change of secretary be filed with the CAC?

Within 14 days of the person becoming or ceasing to be secretary, or of any change in the registered secretary particulars. The notice of a new appointment must include the required particulars and a consent to act. Late filing attracts a daily penalty on the company and its officers.

Can a small company or an incorporated trustee change its secretary on the CAC portal?

A small company that has chosen to have a secretary can appoint, remove, or update that secretary through the same post-incorporation route, with a board decision, consent where someone is appointed, and up-to-date annual returns. Incorporated trustees use a separate change-of-secretary filing supported by minutes of the trustees’ or members’ meeting, consent, identification, and current annual returns, not by a company board resolution.

This note is general information on Nigerian company law and CAC practice. It is not legal advice. Thresholds, forms, and portal steps can change. Confirm the current service, fee, and document checklist on the CAC portal, or through an accredited agent, before you file.

Alteration of Memorandum and Articles of Association with the Corporate Affairs Commission in Nigeria

Learn how to amend the memart in Nigeria: alteration of memorandum, alteration of articles, company name change, special resolution, statement of objects, model articles, documents stamping, statutory fee, and the Corporate Affairs Commission cac filing process under CAMA 2020.

A company’s constitution is not frozen at incorporation. Under the Companies and Allied Matters Act 2020 (CAMA 2020), published in the Federal Republic of Nigeria Official Gazette, a company may amend the memart when its business, governance rules, or identity changes. This guide explains the legal basis, alteration requirements, and the cac filing process for an alteration of memorandum, an alteration of articles, and a related company name change.

What the Memorandum and Articles of Association Contain

The memorandum and articles of association are the constitutional documents of a Nigerian company. In current practice they are prepared and filed together as one instrument, commonly called the MEMART.

The memorandum of association records foundational matters such as the company’s name, status, and, where the company chooses to state them, its business or objects. The articles of association regulate internal management: meetings, voting, directors’ powers, share transfers, and similar rules. Section 32 of CAMA 2020 requires articles to be contained in a single document divided into consecutively numbered paragraphs.

Together, the memorandum and articles of association bind the company and its members. Any later change must follow the Act and be registered with the Corporate Affairs Commission before it can be relied on as the company’s current constitution.

Model Articles, Default Model Articles, and the Power of Minister

CAMA 2020 replaced the old scheduled template articles with a flexible system.

Power of Minister to Prescribe Model Articles

Section 33 gives the power of minister responsible for trade to prescribe model articles by regulations. Different model articles may be prescribed for different descriptions of companies. A company may adopt all or any of those provisions. An amendment of the model articles does not affect a company already registered before that amendment takes effect.

Default Model Articles

Section 34 sets out the default model articles rule. On formation of a limited company, if articles are not registered, or if registered articles do not exclude or modify the relevant model articles, those model articles form part of the company’s articles as if they had been expressly registered. The relevant model articles are those in effect for that description of company on the date of registration.

Companies that later wish to depart from default model articles must do so by a proper alteration of articles, not by an informal internal note.

Statement of Objects and the Company’s Objects

Section 35 introduces an important default. Unless a company’s articles specifically restrict the objects of the company, its objects are unrestricted. Where the company amends its articles to add, remove, or alter a statement of objects, it must give notice to the Commission. The Commission registers that notice, and the amendment is not effective until the notice is entered on the register.

Many companies, especially those incorporated before CAMA 2020, still carry an express objects clause in the memorandum of association. Where the company’s objects are stated in the memorandum, an alteration of memorandum with respect to business or objects follows section 51. New or expanded activities that fall outside a stated clause, or that must match an industry licence, should be reflected in the filed constitution. Any altered object should also meet any industry-prescribed minimum share capital notified to the Commission.

When a Company Should Amend the MEMART

Companies commonly amend the memart to:

• add, narrow, or restate the company’s objects or nature of business;
• adopt or modify model articles, or replace default model articles with bespoke rules;
• reflect a company name change in the constitutional document;
• update governance provisions on meetings, directors, transfers, or class rights, within the limits of the Act;
• align the constitution with a re-registration or a capital change that the Act requires to be stated in the constitution.

An alteration that conflicts with CAMA 2020, or that is not made for a proper corporate purpose, may be open to challenge. Subscriber particulars in the original memorandum should not be rewritten as if the subscribers had changed.

Alteration of Memorandum

Sections 49 to 52 regulate how far the memorandum of association may be changed.

The name cannot be altered except with the consent of the Corporate Affairs Commission under section 30. Business or objects, where stated in the memorandum, may be altered under section 51. Other provisions that could lawfully have been placed in the articles of association instead of the memorandum may be altered under section 52, subject to minority protections and any express restriction in the memorandum itself.

Mode of Altering Business or Objects

Where a company has stated its business or objects in its memorandum, section 51 allows it to alter those provisions by special resolution. Notice in writing must be given to all members, whether or not they are entitled to attend. The same notice must be given to holders of debentures secured by a floating charge, who are entitled to object.

The alteration does not take effect if an application is made to the Court to cancel it, except so far as the Court confirms it. An application may be made by holders of not less than 15 percent in nominal value of the issued share capital or of any class, or, if the company is not limited by shares, by not less than 15 percent of the members. Holders of not less than 15 percent of the relevant debentures may also apply. A person who consented to or voted for the alteration cannot apply. The application must be made not later than 28 days after the resolution.

The Court may confirm the alteration wholly or in part, and on terms, and may facilitate an arrangement for the purchase of dissenters’ interests. No part of the company’s capital may be spent on that purchase.

Delivery after an Objects Resolution

If a Court application is made, the company must forthwith notify the Commission, and within 15 days of the order deliver a certified true copy of the order. If the Court confirms the resolution, a printed copy of the memorandum as altered must accompany that order. If no application is made, the company must, within 15 days from the end of the 28-day objection period, deliver a copy of the resolution to the Commission. That produces a practical outer window of 43 days from the resolution where there is no Court challenge. The Court may extend the time for delivery of documents under the Court-application limb. Default exposes the company and every officer in default to a penalty prescribed by regulation, including a daily default penalty.

If the Commission is not satisfied, it gives written notice, and an aggrieved person may appeal to the Court within 21 days, or within such extended time as the Court allows.

Alteration of Articles

Section 53 provides that, subject to the Act and to conditions in the memorandum, a company may by special resolution alter or add to its articles of association. The altered articles are as valid as if they had been contained in the original articles, and they remain open to further alteration by special resolution.

An alteration of articles is the route for internal rules and, under section 35, for adding, removing, or changing a statement of objects in the articles. Entrenched or class rights, and any condition in the memorandum that limits how articles may be changed, must be respected. A member is not bound by an alteration that requires that member to take more shares, or to increase liability to contribute capital, unless the member agrees in writing.

Company Name Change

A company name change is separate from a general objects or articles amendment, although the memorandum and articles of association must be brought into line with the new name.

Under section 30, a company may change its name by special resolution and with the approval of the Commission signified in writing. Approval is not required where the only change is the substitution of “Public Limited Company” for “Limited”, or the reverse, on a conversion between private and public status. The Commission may also direct a change where a name is identical or nearly identical to an existing name, or where it conflicts with a prior trade mark or business name registered in Nigeria without the owner’s consent.

Before the resolution is filed, the proposed name should be checked and reserved. Restricted and prohibited names under the Act will not be approved. After approval, the Commission enters the new name on the register and issues a certificate of incorporation altered to meet the case. The change does not affect the company’s rights or obligations, and proceedings may continue in the new name.

The Corporate Affairs Commission’s published requirements for a change of name include a special resolution signed by directors, an application stating the reasons, up-to-date annual returns, payment of the filing fee, surrender of the original certificate where still required, and a stamped memorandum and articles bearing the new name.

Passing a Special Resolution

A special resolution is the member decision that authorises an alteration of memorandum, an alteration of articles, and a voluntary company name change. It requires a three-fourths majority of the votes cast by members entitled to vote and voting, at a meeting of which proper notice has been given, or by the written-resolution route available to a private company where the Act permits it.

In practice, the board first approves the proposal and authorises the calling of the meeting. The notice should set out the exact clauses to be altered. The resolution should identify the statutory basis, state the new wording, and authorise directors or the secretary to complete stamping and filing. For a name change, the resolution should be expressed as subject to the approval of the Commission.

Minutes and a clean copy of the resolution, signed as the Commission requires (commonly by at least two directors, or one director in the case of a small company where that practice is accepted), form part of the filing pack.

CAC Filing Process and Alteration Requirements

Post-incorporation changes are filed with the Corporate Affairs Commission, usually through the post-incorporation portal by a director, secretary, or an accredited agent. Annual returns should be up to date; the Commission commonly will not complete a constitutional filing while returns are outstanding.

Documents the Commission Expects

The Commission’s operations checklist for an alteration of memorandum and articles, under sections 50 to 53, requires:

• a special resolution stating the altered clause or clauses;
• a stamped memorandum and articles of association reflecting the alteration;
• a certified true copy of the Court order, where a Court application was made.

Practical notes from that checklist should be followed closely. Particulars of the original subscribers should not be altered. It is sufficient to print “SIGNED” in the signature column opposite the subscribers’ names in the reprinted document. Altered objects should comply with any industry-prescribed minimum share capital. For an objects alteration with no Court application, filing should be made within 15 days after the 28 days allowed for an application to cancel the resolution. Where the Court sanctions the resolution, the certified order and the stamped memorandum and articles should be filed within 15 days of the order.

The altered document should be a consolidated memorandum and articles of association, not a loose list of deletions. File the category that matches the change: alteration of MEMART, change of name, or a capital filing, rather than forcing unrelated changes into one application.

Outline of the Filing Steps

1. Confirm that annual returns and earlier queries are clear.
2. Hold the board and member processes and pass the special resolution.
3. Prepare the consolidated MEMART showing only the authorised changes.
4. Complete documents stamping and pay stamp duty as assessed.
5. Start the correct post-incorporation application, upload the resolution, the stamped MEMART, and any Court order, and pay the statutory fee.
6. Answer any query promptly. On approval, the register is updated. A certified true copy of the amended MEMART can then be requested for banks, regulators, and counterparties.

Processing targets published by the Commission for routine post-incorporation services are short once a complete application is received, but queries, name consents, and Court papers extend the calendar time.

Documents Stamping and the Statutory Fee

Documents stamping is a condition of a valid constitutional filing. The altered memorandum, and where required the resolution, must be assessed and stamped with the Federal Inland Revenue Service (the successor in practice to the former Federal Board of Inland Revenue). The Commission’s own filing note requires re-stamping of the memorandum and states that the altered memorandum should be stamped before filing.

After stamping, a statutory fee for the alteration is paid to the Corporate Affairs Commission. The amount is prescribed by the Commission and can change, so it should be confirmed on the portal or in the current fee schedule at the time of filing rather than taken from an old quotation. Stamp duty is separate from that statutory fee. A capital increase, if combined with the constitutional change, attracts its own duty on the increase and is not a substitute for MEMART stamping.

Official Gazette, Timelines, and Extension of Time

CAMA 2020 is the governing statute and was published in the Official Gazette. Regulations made under the Act, including those that may set model articles or prescribe penalties and forms, should be read in their gazetted or officially published form. Companies should not rely on an outdated internal precedent when the Official Gazette or the Commission’s current checklist has moved on.

Statutory delivery periods are strict. For objects, the Act builds in the 28-day objection window and then 15 days for delivery, which is why Commission materials also refer to filing a special resolution for this alteration within 43 days where there is no Court application. Other special resolutions are generally delivered within the shorter period the Act prescribes for registration of resolutions, commonly 15 days, unless a specific section states otherwise.

Section 51(9) allows the Court to grant an extension of time for delivery of documents to the Commission in a case where a Court application was made. Separately, the Commission administers extension of time applications in other corporate processes, such as an extension of time to hold an annual general meeting, and it may accept a late constitutional filing only with the applicable penalty and any further document it requires. Leaving the filing late risks a daily default penalty and a query that delays the date on which the amendment takes effect on the register.

Practical Limits and Good Filing Habits

Keep the resolution and the reprinted clauses identical. Do not alter subscriber details. Do not file an objects change that ignores a pending Court application. Do not treat a company name change as complete until the Commission has approved the name and issued the updated certificate. After registration, issue copies of the memorandum and articles that embody the alterations, as the Act requires copies supplied by the company to reflect registered changes.

Because portal fields, forms, and fees are updated from time to time, the safest course is to match the filing to the current Corporate Affairs Commission checklist and to CAMA 2020, and to take advice where class rights, a Court objection, or a regulated activity is involved.

Frequently Asked Questions

Can we amend the memart without a special resolution?

No. An alteration of memorandum in respect of stated business or objects, an alteration of articles, and a voluntary company name change all require a special resolution, together with any extra approval the Act requires, such as Commission consent for a new name or Court confirmation if a valid objection is filed.

What is the difference between model articles and default model articles?

Model articles are the templates the Minister may prescribe under the power of minister in section 33. Default model articles are those templates as they apply automatically under section 34 when a limited company does not register articles, or does not exclude or modify the relevant model. A later change still needs a proper alteration of articles and a filing with the Corporate Affairs Commission.

What happens if we miss the filing window?

For an objects alteration, documents must be delivered within the section 51 periods. The Court may allow an extension of time for delivery in the Court-application case. Outside that, late delivery can attract the prescribed penalty for every day of default, and the Corporate Affairs Commission may require an extension of time application or a penalty payment before it will complete the cac filing process. The amendment should not be treated as effective against third parties until it is registered.

How to Obtain a Certified True Copy of CAC Documents in Nigeria

Obtain a certified true copy of CAC documents in Nigeria. See the certified true copy fee, per document charges, CAC portal steps, QR code checks, and how CTC from the Corporate Affairs Commission replaces a lost certificate of registration.

A certified true copy is the official replica the Corporate Affairs Commission issues when a business needs a true and accurate copy of a record held on the public register. In Nigeria, banks, courts, procurement offices, and foreign partners often refuse a plain photocopy of a CAC certificate. They ask instead for document certification that carries the Commission’s own confirmation. This guide explains what a CTC from CAC is, which CAC documents can be certified, the certified true copy fee, and how to obtain a certified true copy through post-incorporation services on the CAC portal.

What a Certified True Copy Means

Official Replica of a Company Record

A certified true copy is not a new incorporation. It is a copy of a specific filing already on the Corporate Affairs Commission register, issued so that third parties can rely on it as a true and accurate copy of the original. The Companies and Allied Matters framework treats Commission records as the authoritative source of company registration data. A CTC from CAC therefore functions as an official replica for transactions that require more than a self-made scan.

Modern CAC certificates and related certified copies are commonly issued in a digital form that can be checked against the register. Where a QR code appears on the document, scanning it is a practical way to confirm that the file matches the record held by Nigeria CAC systems. A photocopy made in an office has no such link to the register, which is why institutions reject it even when the text looks identical.

Legal Standing of Certified Copies

Certified copies are used where the law or a counterparty requires proof that the document matches what the Commission has on file. Typical settings include opening a corporate bank account, supporting a loan application, bidding for contracts, completing due diligence, and producing evidence in court. A CTC does not amend the underlying filing. If the memorandum, directors, or name later change, the older certified true copy reflects the record as it stood when it was certified, not the updated position.

Why Businesses Request CTC from CAC

Loss or damage of the original certificate of registration is the most common reason to obtain a certified true copy. Directors also request certified copies when several institutions each want an official set, or when a foreign party will not accept an unsigned printout. Investors and lenders use CTC from CAC during due diligence because the Commission, not the company, attests that the copy matches the file.

A status report or public search can answer a narrow question about whether an entity exists. It is not a substitute when the counterparty has named a particular document, such as the certificate or the memorandum and articles. Confirm the exact CAC documents required before you pay, so the certified true copy fee is not spent on the wrong item.

CAC Documents You Can Certify

Certificate of Registration and Incorporation

The certificate of registration, often called the CAC certificate or certificate of incorporation, is the document most often requested. It applies across entity types that the Commission registers, including limited companies, business names, and incorporated trustees. A CTC of that certificate is the usual replacement when the original cannot be produced.

Other Filings Available as Certified Copies

Other CAC documents commonly requested for document certification include:

• Memorandum and articles of association for companies
• Constitution of an incorporated trustee
• Particulars of directors, shareholders, or proprietors
• Partnership or limited liability partnership filings, where applicable
• Selected historical extracts from the company file

Each item is a separate document. Selecting three filings means three certifications, not one bundled pack. Decide the minimum set the bank, court, or agency has asked for before you start the application form.

Certified True Copy Fee and Per Document Charges

Current Per Document Fee

The certified true copy fee is charged per document, not per company and not per sitting. Under the Commission’s gazetted schedule of fees that took effect on 1 October 2025, certified true copies of documents and extracts are priced at ₦5,000 each across entity categories. Three documents therefore attract three times the per document fee. Payment gateway charges, such as Remita costs, sit on top of that official amount.

Professional agents may add a service charge. That charge is not the Nigeria CAC fee. Always separate the two when you budget. Fees are set by the Commission and can be revised by gazette. The figure displayed on the CAC portal at the point of payment is the amount that applies to your application.

What the Fee Does Not Cover

The certified true copy fee does not update annual returns, change directors, or reissue a certificate because the company name has changed. Those are different post-incorporation services with their own charges. If the register is not up to date, the Commission may query or refuse the CTC until the outstanding filing is cleared.

How to Obtain a Certified True Copy on the CAC Portal

Start from Post-Incorporation Services

Applications are made through the Company Registration Portal used for company registration and later filings. Accredited agents and authorised officers of the entity are the usual applicants. The practical sequence is:

1. Sign in to the CAC portal with a verified profile.
2. Search the entity by name or by its registration number (RC, BN, or the equivalent for the entity type).
3. Open post-incorporation services and select the certified true copy option.
4. Choose only the CAC documents you need, such as the certificate of registration or the memorandum and articles.
5. Complete the online application form, including the name and capacity of the person authorising the request.
6. Upload identification or a signature specimen if the portal asks for it.
7. Pay the per document fee through the payment channel on the portal.
8. Monitor the application until it is approved, then download the certified copies from the dashboard.

Menu labels on the CAC portal change from time to time. Follow the current certified true copy prompt rather than an outdated screenshot. Do not send fees to unofficial accounts or messaging contacts who claim to bypass the portal.

Processing Time

The Commission’s published service timelines list certified true copy of certificates at 12 working hours once a complete application has been received and any query has been cleared. [4] In practice, incomplete uploads, unpaid annual returns, or a high volume of filings can push delivery beyond that published window. Practitioner reports often describe a turnaround of a few working days. Treat the portal status, not a third-party promise of same-day collection, as the record of progress.

QR Code and Register Checks

After download, open the file and confirm the entity name, registration number, and document type. Where a QR code is printed on the CAC certificate or the certified true copy, scan it and compare the result with the details on the face of the document. You can also cross-check the entity on the public search service. A mismatch is a reason to stop using the file and raise a query, not a reason to “correct” the PDF yourself.

Requirements Before You Apply

Official guidance on CTC of certificates has long required more than a payment receipt. For a certificate, the Commission’s company procedures list an affidavit supporting the application, an application signed by the chairman or two directors, payment of the filing fee, and annual returns that are up to date. [5] Where the original CAC certificate is lost, an affidavit of loss deposed by a director, proprietor, or trustee is the document most often queried if it is missing. Keep the affidavit factual: state the document, the circumstances of the loss, and that a certified true copy is required.

Have these items ready before you open the application form:

• Correct entity name and registration number
• A clear list of the CAC documents to be certified
• Valid identification of the applicant or authorised officer
• Evidence that annual returns are current, or a plan to file them first
• Affidavit and any board or trustee authority the portal or a query demands
• Means to pay the certified true copy fee online

If a query is raised, answer it on the same application. Starting a second request usually creates a second per document fee and a second review queue.

Using the CTC After It Is Issued

Present the certified true copy in the form the recipient asked for. Many Nigerian banks now accept the digital file that can be checked by QR code or against the register. Some still ask for a printed set. Ask before you print multiple copies at your own cost. For use abroad, a CTC from CAC may still need further authentication, such as Ministry of Foreign Affairs legalisation or an apostille-style process where that route applies. The Commission’s certification does not replace those extra steps.

Store the downloaded file with the payment receipt and the application reference. If the company later changes its name, directors, or constitution, obtain a fresh certified true copy of the updated document rather than relying on an old official replica.

Frequently Asked Questions

What is the certified true copy fee at the Corporate Affairs Commission?

The gazetted certified true copy fee is ₦5,000 per document. It is a per document fee, so each CAC certificate, memorandum, or other filing you select is charged separately. Confirm the amount on the CAC portal before you pay, because schedules can be revised.

How do I obtain a certified true copy if the original CAC certificate is lost?

You can still obtain a certified true copy. Search the entity on the CAC portal, select CTC under post-incorporation services, and be ready to upload an affidavit of loss together with identification of a director, proprietor, or trustee. Annual returns should be up to date before the application is approved.

How can I confirm that a CTC from CAC is genuine?

Check the registration number and entity name against the public search, and scan any QR code on the document so the result matches the file. A certified true copy should come from the Commission’s process, not from an edited scan of an old certificate. If the details do not match, do not rely on the document.

A certified true copy remains the practical route whenever a counterparty will accept only an official replica of CAC documents. Use the CAC portal, pay the per document fee for the exact filings required, clear annual returns and any affidavit first, and verify the finished file before you submit it to a bank, court, or contracting authority.

Corporate Affairs Commission Revised Service Timelines for Name Reservation and New Registrations

Corporate Affairs Commission service timelines in working hours and business days for name reservation, restricted names, limited by guarantee, incorporated trustees and new registrations, plus the correction approval timeline, revised service fees, filing deadline, board approval, annual general meeting and fee structure.

The Corporate Affairs Commission publishes revised service timelines that set the processing window for name reservation, new registrations, post-registration filings, and related requests. These service timelines are stated in working hours or business days. They start when a complete application is received, or when the applicant has fully answered a query. A draft left unfinished on the portal does not start the clock.

The figures below follow the Commission’s published service timelines. They are processing targets for a file that already meets the checklist, not a promise that an incomplete upload will clear in the same window. Filings are made on the Intelligent Company Registration Portal after you log in. How each notice is opened is covered in the guide to post-incorporation processes on the new iCRP.

When the Clock Actually Starts

Most lines on the schedule are measured in working hours. A smaller set is measured in business days. Nights, weekends, and public holidays sit outside both counts, so a file submitted late on a Friday does not consume the full window over the weekend.

Three triggers appear on the published schedule:

• Name reservation is timed from the availability request, the substitution request, or the consent application.
• New registrations are actioned upon receipt of all relevant documents, or upon compliance with any raised query.
• Company post-registration filings are timed from receipt of the email or courier submission, or from compliance with any issued query. Business name and incorporated trustee post-registration filings use the same idea: receipt of the application, physical courier submission, or compliance with a query.

What a Query Does to the Correction Approval Timeline

The correction approval timeline does not run while a query is open. It begins, or begins again, only after every point in the query has been answered and the corrected papers are back with the Commission. A partial reply, a document that does not match the form, or the wrong fee commonly sends the file back to the start of that review. Treat the published working hours as the time the Commission needs after the file is in order.

Name Reservation Service Timelines

Name reservation is the first formal step for a company, business name, partnership, or incorporated trustee. It holds a proposed name. It does not create the entity. On the current portal, a standard availability check is often cleared as soon as payment succeeds. The published service timeline remains the benchmark if the request is not instant.

Name reservation service	Timeline
Availability (name search)	4 working hours
Name substitution	6 working hours
Consent for restricted names, limited by guarantee, and incorporated trustees	48 working hours

[1]

A successful reservation is generally held for 60 days. Complete the registration inside that window. If it lapses, the name can return to the pool and a fresh reservation may be required.

Restricted Names and Names That Need Consent

Consent for restricted names, limited by guarantee, and incorporated trustees takes 48 working hours. That longer review is deliberate. Words that suggest government patronage, a regulated status, or a special character are not cleared by the ordinary availability check. The consent route is a separate application, reviewed by an approving officer, and is explained in the guide to reserving a name that requires consent.

Prepare the supporting letter and any sector approval before you pay, so the 48 working hours start on a complete request. A company limited by guarantee and an incorporated trustee both sit on this consent path at the name stage, even though their later registration timelines differ.

Name substitution, at 6 working hours, is the route when the Commission asks for a different name after an application has already been opened. Reserve the replacement and select substitution as the reason, rather than abandoning the original file.

New Registrations Processing Times

New registrations are actioned upon receipt of all relevant documents or compliance with any raised query. The periods below are not measured from the moment an incomplete form is first saved.

New registration	Timeline
Companies	24 working hours
Business names	24 working hours
Incorporated trustees	24 working hours
Limited by guarantee	48 working hours
Limited Liability Partnership (LLP)	12 working hours
Limited Partnership	12 working hours

[1]

Companies, Business Names and Incorporated Trustees

A private or public company is registered within 24 working hours once the file is in order. Company applications are still reviewed by an officer. A query is a request to correct the file, not a refusal of the business.

Business name registration carries the same 24 working hours on the published schedule. On the newer portal, a standard business name filing is often approved quickly after payment, but the official benchmark remains 24 working hours if the application is queried or reviewed manually.

Incorporated trustees are likewise completed within 24 working hours when the documents and any query responses are in place. Publication, objection periods, and consent work sit in front of that window. They are not part of the 24 working hours.

Limited by Guarantee and Partnership Structures

Limited by guarantee registrations take 48 working hours after the file is complete. That extra time matches the consent and objects review this structure usually needs. Limited Liability Partnership and Limited Partnership applications are each processed within 12 working hours on the same “complete file or query cleared” basis. Choose the classification at name reservation. A name reserved under the wrong type cannot be reused as if it were a company or a business name.

Post-Registration Filings Measured in Working Hours

Post-registration services for companies move once an email or courier submission is received, or once an issued query is resolved. On the iCRP, the practical equivalent is a submitted application with the fee paid and the supporting documents uploaded. The published times are:

Company post-registration service	Timeline
Change of name	12 working hours
Increase or reduction of share capital	12 working hours
Mortgages, debentures and charges	12 working hours
Conversion	12 working hours
Certified true copy of certificates	12 working hours
Deed of release	12 working hours
Alteration of memorandum and articles	12 working hours
CAC 5 (allotment, surrender, transfer and transmission of shares)	12 working hours
CAC 6 (secretary)	12 working hours
CAC 7 (particulars of directors)	12 working hours
CAC 8 (registered address)	12 working hours
Change of person with significant control	12 working hours
Fourteenth Schedule	12 working hours
Edit director	12 working hours
Edit shareholder	12 working hours
Annual returns	24 working hours
Miscellaneous post-registration	24 working hours

[1]

Each of those notices has its own documents. Using the wrong service is a common reason a 12-working-hour item becomes a query.

• A change of directors is filed as particulars of directors or as an edit, depending on whether the person is new or the existing record is wrong. See change of directors.
• Appointment or change of secretary is the CAC 6 filing. See appointment or change of secretary.
• Allotment of shares is separate from an increase in share capital. An increase changes the capital figure. An allotment records who holds the shares.
• Alteration of the memorandum and articles is its own 12-working-hour filing, usually after a special resolution.
• Mortgages, debentures and charges and a later deed of release are also 12-working-hour items once the stamped instrument and the form are in order.
• A certified true copy of the certificate is listed at 12 working hours. A certified true copy of other filed documents should be requested as the document service the portal shows, not as a fresh incorporation.

Banks, insurance companies, and other financial institutions may also have a statement of affairs to file. That notice is not given its own line on the general company table. Select the exact service on the portal and treat the applicable post-registration or miscellaneous timeline as the processing window only after the return is complete.

Board Approval, the Annual General Meeting and the Filing Deadline

Several of these filings are legally impossible until an internal decision exists. Obtain board approval, or the members’ resolution the Act requires, before upload. A change of name and an alteration of the memorandum and articles normally rest on a special resolution. An increase in issued share capital rests on the resolution the checklist asks for, together with evidence that stamp duty has been paid.

Annual returns sit on a different clock from the Commission’s 24 working hours. The 24 working hours are how long the Commission takes to process a complete return. The filing deadline is the date by which the company must submit that return. For many companies that statutory filing period runs from the annual general meeting. Small companies and newly registered companies follow their own timing rules, including the first-period exemption. Confirm the date that applies to the entity before treating a portal draft as “in time.”

Outstanding annual returns can block a later change, including a change of name. Clear the returns first, then file the change. A return that still shows old directors or an old address creates a second discrepancy.

Business Names and Incorporated Trustees After Registration

All business name post-registration applications are processed within 48 working hours upon receipt of the application, physical courier submission, or compliance with any issued query. All post-incorporation applications for incorporated trustees take 48 working hours on the same conditions.

That 48-working-hour figure covers the registry’s review. It does not shorten a newspaper publication or an objection period that incorporated trustees must finish before a change of name or a change of constitution can be approved. Build that lead time in before a bank or a donor asks for the updated certificate.

Applications Originating from State Offices

Miscellaneous post-incorporation applications submitted through state offices require 7 working days. That is the longest routine line on the schedule and the one most often mistaken for a head-office filing. If the file moves from a state office rather than a direct portal or head-office channel, plan around business days, not the 12-working-hour company list.

Complaint Resolution and Other Service Timelines

Service	Timeline
Simple complaint	48 working hours
Complex complaint	72 working hours
Status report	Instant
Compliance with a late business commencement date	12 working hours
Accreditation of registered agents	24 working hours
Search report	24 working hours
Letter of good standing	3 to 5 working days

[1]

A status report is the fastest official snapshot of the register. A search report takes 24 working hours. A letter of good standing takes 3 to 5 working days and is often what a bank or a counterparty asks for when a status report is not enough. Accreditation of a registered agent, at 24 working hours, matters because many post-incorporation services are filed from an accredited-agent account rather than a public-user login.

Simple complaints are resolved within 48 working hours and complex complaints within 72 working hours. Use the reference on the application, and answer any follow-up in the same thread, so the complaint is not reclassified as a new case.

Fee Structure, Revised Service Fees and Expedited Processing

Processing speed depends on two things the Commission states together: strict adherence to the published checklist, and payment of the correct amount under the current fee structure.

The Commission has undertaken a service fee review. Revised service fees and new fees have been set out in an Official Gazette, including the schedule published in 2025 with a stated implementation date. A later compliance notice can adjust a line or add a portal charge. Do not rely on a screenshot from an older guide. The amount generated on the live application, checked against the schedule on cac.gov.ng, is the amount to pay.

Paying the wrong figure does not buy a faster queue. It triggers a query, and the correction approval timeline does not run until the shortfall is cleared. Under-declaring share capital to reduce the filing fee can force a later increase if the objects carry a higher capital threshold. Stamp duty is a separate charge from the Commission’s filing fee. Keep every receipt.

There is no separate “expedited” line on the published service timelines. The practical way to stay inside the stated working hours or business days is to file a complete application, on the correct service, with the current fee, inside the statutory filing period.

Frequently Asked Questions

How long does name reservation take at the Corporate Affairs Commission?

Availability search is published at 4 working hours and name substitution at 6 working hours. Consent covering restricted names, limited by guarantee, and incorporated trustees takes 48 working hours. A standard reservation on the current portal is often approved as soon as payment clears. Consent applications remain a manual review.

What are the service timelines for new registrations?

Companies, business names, and incorporated trustees are processed in 24 working hours once all documents are in order or queries are cleared. Limited by guarantee takes 48 working hours. LLP and Limited Partnership registrations take 12 working hours. Those periods start on a complete file, not on the first incomplete save.

When does the correction approval timeline start?

It starts when the Commission has the complete documents, or when the applicant has complied with every point in a query. An unanswered query pauses the file. A fresh partial reply does not keep the original working hours running.

How do fees and the filing deadline affect these timelines?

Follow the current fee structure after any service fee review, and read any compliance notice that sets the implementation date of revised service fees or new fees. Secure board approval where the change needs it. Observe the statutory filing period that follows the annual general meeting, and meet the filing deadline with complete papers. The Commission’s working hours or business days then measure processing of an accepted application. They do not extend a missed statutory date.

How to Obtain Certified True Copies of CAC Documents in Nigeria

Obtain a certified true copy of CAC documents in Nigeria via the CAC online portal. Confirm your registered business name and registration number on the public search portal, file CTC requests for company documents or the constitution of incorporated trustees with a CAC accredited agent, and budget the per-document fee after business name registration or other post registration filings.

A certified true copy is an official duplicate of a document already held on the records of the Corporate Affairs Commission. Banks, regulators, courts, investors, and foreign authorities often refuse ordinary photocopies and ask for certified true copies instead. This guide explains what a certified true copy of CAC documents is, which records you can request, how CTC requests work on the CAC online portal, and what to prepare when the original document is missing.

The Corporate Affairs Commission administers company, business name, and incorporated trustees registrations under the Companies and Allied Matters Act. Documents filed with the Commission are public records. A certified true copy issued from those CAC records carries the Commission’s certification that the copy matches the filed original. For many legal and commercial purposes, that certified copy is accepted in place of the original document.

What a Certified True Copy of CAC Documents Means

A certified true copy is not a new registration and it is not a document you create yourself. It is a copy drawn from the Commission’s file, endorsed as a true copy of what is on record. That distinction matters. A clear scan or photocopy you make at home has no official status. Institutions that need proof of incorporation, ownership, or governing documents usually require the Commission’s own certification.

Certified true copies are commonly requested for:

• Opening or updating a corporate bank account
• Due diligence by investors or lenders
• Court or regulatory filings
• Tender and procurement processes
• Replacing a lost, damaged, or destroyed certificate
• Confirming the constitution or other governing document of an organisation

Under Nigerian evidence practice, a public document that has been properly certified by the officer who has custody of the original may be produced in place of that original. CAC certification is the route that gives company documents, business name records, and incorporated trustees filings that status.

Confirm the Entity on the Public Search Portal

Before you file CTC requests, confirm that the entity exists and that you have the correct details. The public search portal lets anyone look up a registered business name, company, or incorporated trustees body by name or by registration number.

Use the official public search (commonly reached through search.cac.gov.ng or the public-search function on the Company Registration Portal). Enter the exact registered business name or the registration number. Company numbers are usually shown as an RC number, business names as a BN number, and incorporated trustees as an IT number. The result should show the registered name, entity type, registration date, and status.

Public search shows only basic registry information. It does not replace certified true copies or a status report. If the name or number does not match what you expect, resolve that mismatch before you pay for any document. Searching first reduces rejected applications and wasted fees.

Documents You Can Obtain as Certified True Copies

The Commission can certify documents that are already on its file. Typical requests include the following.

Company Documents

For companies, common certified true copies include the certificate of incorporation and the memorandum and articles of association (often called the MEMART). Applicants also request certified extracts or copies of other filed company documents, including records that show directors, shareholders, or registered address, and acknowledgements of filings such as annual returns. A status report is a separate product: it is a current snapshot of the entity rather than a copy of one historical document. Ask the institution that requested the paper which of these it actually needs.

Business Name Registration Records

Business name registration produces its own certificate and supporting filings. Proprietors can request a certified true copy of the certificate of registration and of other documents on the business name file. The same public search portal that works for companies also works for a registered business name when you search by name or registration number.

Constitution of Incorporated Trustees

Incorporated trustees—associations, foundations, religious bodies, and similar organisations—file a constitution rather than a memorandum and articles. A certified true copy of the constitution of incorporated trustees is an official duplicate of that organisation’s document as held by the Commission. Trustees may also request a certified true copy of the certificate of registration. These requests sit within post registration services, alongside changes to trustees, objects, or other filed particulars.

Availability depends on what was actually filed and accepted. If a document was never submitted, or a filing is still pending, the portal will not produce a certified copy of it.

How to Submit CTC Requests

Most certified true copy applications are now handled through the CAC online portal, the Company Registration Portal used for pre-incorporation and post-incorporation work. The practical route is usually the post-incorporation (post registration) area of that portal.

Work Through a CAC Accredited Agent When Required

Public user accounts on the portal are generally limited to pre-incorporation steps. Post registration filings, including many CTC requests, are submitted by a CAC accredited agent—a person or firm certified by the Corporate Affairs Commission to file on behalf of entities. If you do not already have agent access, engage a CAC accredited agent to search the entity, open its dashboard, select the certified true copy option, and submit the application.

A typical online sequence is:

1. The agent logs in to the CAC online portal and opens the post-incorporation section.
2. The entity is retrieved by registered business name or registration number.
3. Certified true copy is selected, and the specific CAC documents are chosen.
4. Required particulars are completed, including the name and role of the person authorising the request (director, proprietor, partner, or trustee, as applicable).
5. The prescribed fee is paid online, usually through the portal’s payment channel.
6. Any required supporting file, such as identification or an affidavit, is uploaded.
7. The application is submitted and tracked until approval.
8. Once approved, the certified true copy is downloaded from the dashboard or otherwise released as the Commission directs.

Follow the prompts on the live portal. Menu labels and upload rules change when the Commission updates the system. Do not rely on screenshots from older guides.

Older Commission procedure notes also described an application form for certified true copies, with the completed form, payment receipt, and supporting papers sent to the Commission. Where the portal still requires a formal request letter or form, the agent will prepare it. Keep a copy of everything you submit.

When the Original Document Is Lost or Destroyed

A routine certified true copy of a document that is safely on file is different from a replacement sought because the original document has been lost, stolen, or destroyed. For a lost certificate, the Commission has long required a formal application and a sworn affidavit by a director, secretary, proprietor, or trustee explaining the loss. Identification of the applicant is commonly required. For incorporated trustees, historical checklists have also required additional steps, such as a publication inviting objections, before a certified extract of a lost certificate is issued. Some applicants are also asked for a police report.

Prepare these papers before you file if you already know the original is missing. An incomplete loss application is a common reason for a query. Updated annual returns, or other evidence of compliance, may also be requested depending on the entity type and the document. The current checklist on the portal, or written guidance from the Commission, overrides any general summary.

Fees and Processing Time

Under the Commission’s schedule of fees published in the Federal Republic of Nigeria Official Gazette and applied from 1 October 2025, a certified true copy of documents or extracts is charged at ₦5,000 per document. The fee is per document, not per application. Three documents mean three fees. Confirm the amount on the payment page before you pay, because the Commission can revise its schedule.

A CAC accredited agent’s professional fee is separate from the Commission’s fee. Ask for that charge in writing before work starts. Payment of the official fee alone does not include affidavit preparation, newspaper publication, or courier costs if those are required.

Processing time varies with document type, whether the file is complete, and current workload. Commission service timelines have listed certified true copy of certificates among shorter post-registration services, while applicants commonly see approval in a few working days. Check the application status on the portal and answer any query quickly. A query pauses the clock until you respond.

Practical Points Before You Apply

Match the request to the entity type. A company does not have a constitution of incorporated trustees, and a business name does not have a memorandum and articles. Using the wrong document name causes avoidable queries.

Decide exactly which CAC documents the recipient wants. Certifying every paper on the file multiplies the fee without adding value. A bank that wants the certificate and the MEMART does not automatically need every historical form.

Keep the registration number, the exact registered name, and the names of current directors, proprietors, or trustees ready. The person named as the applicant should be someone the Commission’s record recognises as connected to the entity.

If the certified true copy will be used outside Nigeria, ask the receiving authority whether further notarisation or authentication is required after CAC issues the copy. Commission certification and foreign legalisation are different steps.

Digital certificates generated at incorporation are already official. A later certified true copy is still the right product when a third party specifically asks for certification of a filed document, or when you no longer have a usable copy of the original document.

Frequently Asked Questions

Who can apply for certified true copies of CAC documents?

Directors, proprietors, partners, trustees, and other authorised officers can request certified true copies of documents on their entity’s file. In practice, the filing on the CAC online portal is usually made by a CAC accredited agent acting for the entity. The person authorising the request should be someone already connected to the entity on CAC records.

Can I get a certified true copy if I only know the business name?

Yes. Start on the public search portal and search by the registered business name to confirm the registration number and status. The agent then uses that registration number, or the confirmed name, to open the entity and file the CTC requests. An incorrect or incomplete name is a frequent cause of delay.

Is a certified true copy the same as the original document?

No. The original document is the certificate or filing first issued or submitted. A certified true copy is a later duplicate that the Corporate Affairs Commission certifies as a true copy of what is on its file. For banking, regulatory, and many legal uses, that certified copy is what institutions accept when they will not rely on an ordinary photocopy.

Incorporated Trustees Registration in Nigeria: A Practical CAC Guide

Incorporated trustees registration on the CAC ICRP portal covers NGO registration Nigeria, name search availability, a reservation code, consent to register, the application form, newspaper notice, and annual returns on the public registry.

Incorporated trustees registration is the lawful route for non-profit bodies in Nigeria to gain a separate legal personality. Churches, mosques, foundations, alumni associations, community groups, and other charitable bodies use this structure for NGO registration Nigeria. The Corporate Affairs Commission administers the process under Part F of the Companies and Allied Matters Act 2020. Filing is end-to-end on the CAC ICRP portal at icrp.cac.gov.ng.

This guide explains trustees registration requirements, the online sequence, and the records we keep after approval. Fees, forms, and portal labels change. Confirm every step against the live checklist on the official site before you pay or publish.

Why Incorporated Trustees Registration Matters

An unregistered association cannot hold property, open most corporate bank accounts, or sue and be sued in its own name with the same clarity as a registered body. Once the Corporate Affairs Commission approves the application, the trustees become a body corporate. The organisation receives an electronic certificate of incorporation and a certified extract of registration information.

The aims must be lawful and fall within recognised purposes such as religion, education, science, social development, culture, sport, or charity. Income and property must be applied only to those aims. A special non-distribution clause in the constitution is essential. Members and trustees should not treat the organisation as a profit vehicle.

Trustees Registration Requirements

Before opening the CAC portal home, gather the people and papers the Commission expects.

Who May Serve as a Trustee

The Corporate Affairs Commission requires at least two trustees. A single person cannot form the board. In practice, applicants usually stay at or below fifteen trustees so the filing remains manageable.

Each trustee must be a natural person, not a company. Trustees must be at least 18, of sound mind, and not an undischarged bankrupt. A person convicted of an offence involving fraud or dishonesty within the five years before the proposed appointment is also disqualified. Recent practitioner guides and the Commission’s own service notes align on these core qualifications.

For each trustee, prepare:

• Full legal name as it appears on a government ID
• Date of birth, gender, nationality, and occupation
• Residential address, phone number, and email
• Valid means of identification (NIN is commonly required)
• A recent passport photograph and a specimen signature
• A sworn trustee declaration confirming willingness and eligibility

Designate a chairman and a secretary. They may be trustees or other authorised officers, but their particulars are needed at the consent stage.

Constitution and Supporting Records

Document preparation should be finished before the final upload. The constitution is the core instrument. It should state the name, registered address in Nigeria, aims and objectives, membership rules, how trustees are appointed and removed, meeting procedure, financial controls, amendment rules, and dissolution provisions. It must also state that income and property will be used only for the stated objects.

Also keep ready:

• Minutes of the meeting that appointed the trustees and resolved to seek registration
• Trustee declaration forms, sworn before a Commissioner for Oaths or a Notary Public
• Evidence of newspaper publication once that stage is complete
• Any extra papers the portal requests under current CAC policy

Older checklists still mention a formal application letter on letter headed paper and a duly approved name availability report. The current system captures much of that information inside the CAC ICRP portal. If an officer asks for a signed letter, use the organisation’s letter headed paper and match every name to the portal entry. Do not invent a second set of trustees for the letter.

Account Registration on the CAC ICRP Portal

Start at the CAC portal home and complete account registration as a public user. Public users can handle pre-incorporation services, including name work and the incorporated trustees filing. Use accurate personal details. The same login is later used to track queries, download the electronic certificate, and reach post-incorporation services.

Accredited agents may file on behalf of an association, but the underlying trustees registration requirements do not change. Keep login credentials with the secretary, not with a single volunteer who may leave.

Name Search Availability and Consent to Register

Incorporated trustee names are treated as names requiring consent. A plain business-name search is not enough.

Choosing Unique Names

Propose at least two, and preferably three, unique names. The usual style is “Incorporated Trustees of …” followed by the distinctive name of the association. Avoid names already on the public registry, names that imply government patronage, and names that clash with a registered company or another trustee body.

Reservation Code and Name Availability Report

From the dashboard, open the name service, select the consent path, and submit the proposed names. Pay the consent fee shown on the screen. If one name fails, the Corporate Affairs Commission may approve another option from the same application.

When a name is cleared, the system issues a reservation code, sometimes called an availability code. Save the name availability report or approval notice. You will need that code when you return to complete registration. Do not print letterheads, seals, or newspaper notices until the approved spelling is confirmed. A one-word mismatch between the notice and the portal is a common cause of queries.

Public Notice Before Final Filing

After name approval, publish a notice of intention to register. Current practice, reflected in Commission guidance and in CAMA-based filings, is publication in two newspapers: one national daily and one newspaper circulating in the area where the association will operate. The notice should state the proposed name, the aims, the names of the trustees, the address, and a clear invitation for objections within 28 days.

Count the objection window from the later of the two publication dates. Upload clear copies of the relevant pages, with the newspaper name, date, and page number recorded exactly as printed. Names in the notice must match the trustee list on the application form. Unsigned notices and unknown weekend-only papers are frequent reasons for rejection.

The Commission will not complete incorporated trustees registration while a valid objection is outstanding or while the publication evidence is incomplete.

Filing Incorporated Trustee Forms

When the objection period has passed without a successful objection, return to the approved name on the CAC ICRP portal and continue registration.

Application Form and Uploads

Complete the pre-registration application form. On the current portal this is the CAC-IT01 (incorporated trustee forms). Enter the classification of the association, principal activity, aims, registered office, quorum, and sources of income. Then upload:

• The constitution
• Trustee identification, photographs, and signatures
• Minutes appointing the trustees
• Sworn trustee declarations
• Newspaper evidence
• Any other document the checklist marks as mandatory

Pay the filing fee displayed at checkout. Published third-party fee lists go out of date quickly, so treat the portal figure as the only reliable amount. After submission, an officer reviews the file manually. Incorporated trustees are not instant approvals. Respond to queries promptly and keep every reply consistent with the constitution and the newspaper notice.

Approval and the Public Registry

On approval, the electronic certificate of incorporation and the certified extract appear on the dashboard for download. The body is then entered on the public registry. Anyone can run a public search on the CAC ICRP portal by entity name, registration number, or availability code and confirm that the organisation exists.

Check the certificate the same day. Confirm the name, the trustee particulars, and the address. Errors are easier to correct before bank forms and donor letters go out.

After Registration: Annual Returns and Ongoing Duties

Registration is the start of compliance, not the end. Incorporated trustees must keep the constitution, trustee register, and financial records up to date. Changes of trustees, address, or aims are post-incorporation filings and often require their own public notices.

Annual returns are filed through the same Commission system. Returns typically cover the association’s name and number, registered office, current trustees, governing officers, income sources, and a summary of assets. Filing windows and penalty amounts are set by the Commission and should be confirmed on the portal each year rather than copied from an old blog. An inactive year still needs a return. Late or missing annual returns can mark the organisation as inactive and block later filings, including a change of trustees.

Some associations that open bank accounts or receive funds also face separate obligations, such as registration with the Special Control Unit Against Money Laundering where the law applies. That step sits outside the CAC certificate. Ask the bank and a qualified adviser which extra licences apply to your activities.

Common Delays and How We Avoid Them

Most rejected files fail for avoidable reasons:

• The newspaper names do not match the portal trustee list
• Photographs or scans are too faint to read
• The constitution omits a non-distribution or dissolution clause
• A proposed trustee is under 18 or otherwise disqualified
• The reservation code has lapsed before final payment
• The formal application letter, if still requested, is not on letter headed paper or is signed by someone who is not a trustee or secretary

Build a single checklist, assign one officer to the CAC ICRP portal, and do not change trustee names after the newspapers have gone to press.

Frequently Asked Questions

How many trustees do we need for NGO registration Nigeria?

At least two. They must be adults of sound mind who are not undischarged bankrupts and who are not disqualified by a recent fraud or dishonesty conviction. A practical upper range used in filings is about fifteen trustees.

Is newspaper publication still required?

Yes in current practice. After name approval, publish a notice in a national daily and a local paper circulating in the area of operation, and allow 28 days for objections before final submission. Upload the actual pages, not a typed summary.

Can the public confirm our registration?

Yes. After approval, the organisation appears on the public registry. A public search on the CAC ICRP portal by name or registration number shows the entity. Keep annual returns current so the record stays in good standing.

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:

1. Log in to the post incorporation portal and search for the company by name or registration number.
2. Open Increase in Issued Share Capital and start the combined increase and share allotment filing.
3. 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.
4. 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.
5. 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.
6. Pay stamp duty and the CAC filing fee through the payment channel the portal presents.
7. 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.

CAC Registration of Mortgages, Debentures and Charges in Nigeria

CAC registration of mortgages, debentures and charges in Nigeria under the Companies and Allied Matters Act: filing of charge within 90 days, CAC registration fee, legal mortgage, land registry, and release of charge.

Whenever a Nigerian company creates security over its assets, registration is not a formality. Under the Companies and Allied Matters Act (CAMA) 2020, the filing of charge with the Corporate Affairs Commission (CAC) is what gives many security interests public effect against a liquidator and other creditors. Lenders, borrowers, and their advisers treat registration of charges as a core step in taking security, alongside stamping and, where land is involved, consent and land registry perfection.

This guide explains which instruments are registrable, the 90-day window, what the CAC registration fee covers, how a legal mortgage differs from a debenture charge, and how a release of charge is recorded once the debt is paid.

Why the Filing of Charge Protects Security

Section 222 of the Companies and Allied Matters Act requires prescribed particulars of certain charges, together with the instrument creating or evidencing the charge, to be delivered to the CAC for registration. “Charge” in this Part of the Act includes a mortgage. Registration is therefore the statutory route for legal mortgaging by a company as well as for a debenture charge and most other company security.

If a registrable charge is not registered in time, it is void against the liquidator and any creditor of the company, so far as it confers security on the company’s property or undertaking. The underlying contract to repay the money remains, but the secured amount becomes immediately payable once the charge is void for non-registration. In practice, an unregistered charge can leave a lender unsecured in insolvency even though the loan documents were properly signed.

Registration also has a notice effect. Delivery of particulars under section 222 gives rise to constructive notice of the matters stated in those particulars. That is why negative-pledge wording in a floating charge must be included in the particulars: third parties are treated as on notice of what was actually filed.

Registrable Charges Under CAMA 2020

Not every contractual promise is a registrable charge. Section 222(2) lists the security arrangements that must be registered when created by a company:

• A charge securing any issue of debentures
• A charge on uncalled share capital
• A charge created or evidenced by an instrument that, if executed by an individual, would require registration as a bill of sale
• A charge on land, wherever situated, or any interest in land, other than a charge for rent or another periodical sum issuing out of land
• A charge on book debts of the company
• A floating charge on the undertaking or property of the company
• A charge on calls made but not paid
• A charge on a ship or aircraft, or any share in a ship
• A charge on goodwill or on intellectual property (patents, designs, trade marks, copyright, and related licences)

Fixed or floating charges both fall within this framework when they match one of those categories. A fixed charge attaches to identified assets and restricts dealing without the chargee’s consent. A floating charge hovers over a changing class of assets, such as stock or receivables, until it crystallises. Both still need CAC registration if they are registrable charges.

Two important limits apply. A security financial collateral arrangement, as defined in section 222, is outside the registration duty. A charge on treasury-style marketable securities or negotiable instruments is also treated differently from an ordinary charge on book debts. Specialist advice is needed before relying on an exemption.

Legal Mortgage, Mortgage Deed, and Debenture Charge

A legal mortgage is a security interest over specific property, most often land, under which the lender’s interest is created by a formal mortgage deed. Where the mortgagor is a company, that mortgage deed is both a land instrument and a company charge. It must be perfected at the CAC and, separately, under land law.

A debenture charge is wider. Nigerian finance practice uses “debenture” for an instrument, often an all-assets debenture, that may combine fixed charges over identified assets with a floating charge over the rest of the undertaking. A debenture trust deed is common where a series of debenture holders ranks pari passu and trustees hold the security. For a series, section 222 allows filing of prescribed particulars of the whole series, including the total amount secured, the authorising resolutions, a general description of the property charged, and the names of any trustees, together with the covering deed or one debenture of the series.

Other common instruments include a deed of share charge, a charge over receivables, and security over ships or aircraft. The label on the document matters less than whether the company has created a charge to which section 222 applies.

Registration Within 90 Days of Creation of the Charge

The prescribed particulars and the instrument must be delivered to, or received by, the Commission within 90 days after the date of creation of the charge. That 90-day period is the central deadline for the filing of charge.

Special timing rules apply in some cross-border cases. For a charge created outside Nigeria over property situated outside Nigeria, the period runs by reference to when the instrument or a verified copy could, in due course of post and if dispatched with diligence, have been received in Nigeria. Where Nigerian property also needs registration elsewhere in Nigeria to make the charge valid, a certified true copy may be delivered to the CAC instead of the original, with the original produced for inspection if the Commission requires it.

Missing the window is serious. Late registration generally requires a court order extending time before the CAC will accept the filing. Until an extension is obtained and registration is completed, the security remains exposed to the statutory consequence of being void against a liquidator and creditors.

Documents and Portal Filing

CAC registration of mortgages, debentures and charges is now handled through the Commission’s post-incorporation portal. Typical requirements include:

• The company’s name and registration number, with annual returns up to date
• Prescribed particulars of the charge, including the date of creation, the secured amount, the type of charge, a description of the property, and the persons entitled to the charge
• The instrument itself, such as the mortgage deed, debenture, or debenture trust deed
• Evidence of stamp duty payment on the instrument
• Authority for the filing, often supported by a board or authorised-officer resolution
• Where the filing is out of time, the court order extending time
• For an upstamping or increase in the secured amount, the prior registration particulars and the further instrument

For mortgages over land, evidence that an application for the Governor’s consent has been made is commonly required as part of the CAC pack. Negative-pledge provisions in a floating charge should be set out in the particulars so that constructive notice attaches to them.

The company must also keep its own register of charges and enter the particulars of every charge over its property. Copies of charge documents should be available for inspection as required by the Act. CAC filing does not replace that internal record.

CAC Registration Fee and Other Costs

Cost has three layers: the statutory CAC fee, stamp duty, and professional fees. They should not be confused.

Under section 222(12), the total fees payable to the Commission for the filing, registration, or release of a charge shall not exceed 0.35% of the value of the charge, or such other amount as the Minister specifies in the Federal Government Gazette. The current CAC schedule sets the registration of charges fee at ₦25,000 or 0.35% of the amount secured by the charge, whichever is higher. A memorandum of satisfaction or deed of release is a separate flat fee, currently ₦25,000 on the published schedule. These figures should be confirmed on the CAC portal at the time of filing, because gazette rates can be revised.

Stamp duty is separate from the CAC registration fee. The instrument must be stamped, and evidence of payment is uploaded with the charge. Duty is assessed under the Stamp Duties framework and can be a material part of the cost of taking security. Rates and assessment practice should be confirmed with the Federal Inland Revenue Service or a stamp-duty adviser before completion, rather than assumed from an old quote.

A professional fee is the charge of solicitors or filing agents for drafting, stamping, consent applications, and portal filings. It is not a CAC tariff. For a straightforward legal mortgage, market professional fees are often quoted in a band of roughly ₦250,000 to ₦450,000, but the figure moves with the secured amount, the number of assets, whether Governor’s consent is required, and whether the filing is already out of time. Complex all-assets debentures and multi-state land security cost more.

Consent and registration fees on mortgages over land sit outside the CAC cap entirely. They are state charges and are often the largest single perfection cost.

Mortgages Over Land and the Land Registry

Legal mortgaging of land in Nigeria is a dual process. CAMA registration protects the charge against the company’s liquidator and creditors. It does not, by itself, perfect the interest in the land.

Under the Land Use Act, a legal mortgage of a statutory right of occupancy generally requires the Governor’s consent to the alienation. Without that consent, the mortgagee’s land interest is vulnerable even if the CAC filing is perfect. After consent, the mortgage deed is registered at the Land Registry of the state in which the property is situated. Each state sets its own consent and registration fees, often calculated by reference to the secured amount or the assessed value of the property, and processing times differ widely.

Practical sequencing matters. Many lenders will not treat a land-backed facility as fully perfected until the CAC certificate of registration, evidence of stamping, Governor’s consent, and land registry registration are all in hand. Where the same company also charges movables, ships, or aircraft, additional asset registries may apply. Those steps are separate from the filing of charge at the CAC.

Release of Charge After Repayment

Registration is not the end of the file. When the secured debt is repaid in whole or in part, the public record should be updated. A memorandum of satisfaction, or a deed of release, is filed with the CAC so that the charge is shown as discharged or reduced. The current CAC fee schedule lists memorandum of satisfaction / deed of release as a flat filing, distinct from the ad valorem registration of charges fee.

Practitioner guides commonly treat notice of release or satisfaction as time-sensitive and refer to filing within 14 days of satisfaction. Whether or not a short statutory window is in play on the facts, delay is poor practice: an undischarged charge can block refinancing, a sale of the asset, or a clean due-diligence report. The release instrument should be stamped where duty applies, and the company’s internal register of charges should be updated at the same time.

A partial satisfaction is available where only part of the secured amount has been repaid or only some of the charged property is being released. The filing should state clearly whether the release is in whole or in part and identify the property freed from the charge.

What Happens If Registration Fails

The statutory sanction is specific. Failure to register within 90 days makes the security void against the liquidator and any creditor. It does not automatically cancel the borrower’s promise to repay. Instead, the money secured becomes immediately payable. Priority is also affected in practice: a duly registered interest will be preferred to an unregistered registrable interest, and searches at the CAC are a standard part of lender due diligence.

Other defects are easier to underestimate. An incomplete particular that omits a negative pledge may fail to give constructive notice of that restriction. A land mortgage filed only at the CAC, without Governor’s consent and land registry registration, can leave the lender with a company-law filing but a weak interest in the land. A charge created and then left unstamped can be difficult to enforce and difficult to register.

If the 90 days have already passed, the usual route is an application to court for an extension of time, followed by filing of the order with the particulars and the instrument. That application should explain the delay. It is not a substitute for registering on time.

Practical Sequence for Taking Security

A workable sequence for company security in Nigeria is:

1. Agree the security package: legal mortgage, debenture charge, share charge, or a combination of fixed or floating charges, and identify every asset class.
2. Prepare and execute the mortgage deed or other instrument, with board authority in place.
3. Stamp the instrument and retain evidence of duty paid.
4. For land, apply for Governor’s consent and plan land registry registration in the state where the property lies.
5. File the charge at the CAC within 90 days of creation of the charge, uploading particulars, the instrument, and supporting documents.
6. Enter the charge in the company’s register of charges and keep copies available for inspection.
7. On repayment, file the release of charge or memorandum of satisfaction and update the internal register.

Searches before completion should cover existing CAC charges, and for land, the relevant land registry. An earlier charge that is duly registered will usually rank ahead of a later one over the same asset, subject to the terms of the instruments and any priority agreement.

Frequently Asked Questions

What is the deadline for filing of charge at the CAC?

Particulars of a registrable charge, and the instrument creating it, must be delivered to the Corporate Affairs Commission within 90 days after the date of creation of the charge. If that period is missed, the charge is void against a liquidator and any creditor unless the court extends time and registration is then completed.

How is the CAC registration fee calculated?

On the current published schedule, registration of charges is ₦25,000 or 0.35% of the amount secured, whichever is higher. A memorandum of satisfaction or deed of release is charged separately, currently as a flat ₦25,000 filing. Stamp duty, state consent and registration fees, and any professional fee are additional.

Does CAC registration replace land registry registration of a legal mortgage?

No. A legal mortgage over land granted by a company needs both. CAC registration addresses the Companies and Allied Matters Act consequences for company charges. Governor’s consent and registration of the mortgage deed at the state land registry are separate perfection steps for the interest in land.

This note is general information on Nigerian company and security practice. It is not legal advice. Confirm current CAC fees, stamp-duty assessment, and state land-registry requirements before filing.

How to File Post-Incorporation Processes on the New CAC iCRP Portal in Nigeria

Learn how to file post-incorporation processes on the new CAC iCRP portal in Nigeria, from CAC company registration follow-up and business name updates to NGO registration changes, company name change, compliance filing, post incorporation documents, and post-incorporation compliance for every registered company and business name.

Registration with the Corporate Affairs Commission is only the starting point. Once a company, business name, or incorporated trustee exists on the register, the official record must stay current. That ongoing work is what post-incorporation processes cover: the updates, statutory returns, and document requests that follow CAC company registration, business name registration, or NGO registration.

The new CAC iCRP brings pre-incorporation and post-incorporation work onto one platform. Accredited agents no longer need a separate post-incorporation login. This guide explains how post-incorporation filings are started on the iCRP portal, which post-incorporation services are commonly used, and how post-incorporation compliance protects a registered company or business name when banks, regulators, and counterparties check the public record.

What CAC Post-Incorporation Covers

CAC post-incorporation means every filing, update, and official-record service required after an entity has been registered. For a company the usual term is post-incorporation. For a business name the same work is often called post-registration. The purpose is the same: the register must reflect the entity’s current name, address, officers, ownership, objects, and legal status.

We group the work into six practical areas:

• Annual and other recurring compliance filing
• Changes to directors, proprietors, partners, trustees, or secretaries
• Changes to registered address, objects, or nature of business
• Changes to governing documents, share capital, or structure
• Requests for post incorporation documents such as status reports and certified true copies
• Cessation, striking off, or dissolution when the entity is closed

These filings matter because banks, investors, and licensing bodies rely on the CAC record. An outdated register can stall an account opening, a contract, or a later filing even when the entity itself is active.

Accessing the New CAC iCRP

The official CAC registration portal for current filings is the Intelligent Company Registration Portal at icrp.cac.gov.ng. The older split between a pre-incorporation CAC CRP and a separate post portal has been replaced. Single sign-on lets accredited agents open post-incorporation services from the same dashboard they already use. [1]

Accredited agents are persons or institutions certified by the Commission to submit pre-incorporation and post-incorporation filings on behalf of individuals and businesses. [1] Public-user accounts are limited to pre-incorporation services. In practice, a proprietor, director, or trustee who is not an accredited agent works through an agent’s account for CAC post-incorporation work.

Login on the new CAC iCRP uses the registered username, email, phone number, or accreditation number, followed by two-factor authentication. Password resets are handled from the login page. Account or email problems are directed to the Commission’s helpdesk.

Name Availability Code and the Incorporation Pack

A name availability code, also called the AV Code or Approval Validation Code, is issued after a successful name reservation. Business name registration on the portal starts by entering that code. The same reservation step applies when a company name change or a business name change needs a new name approved before the post-incorporation filing itself. [1]

After approval of a new registration, the portal generates an electronic certificate and an e-status report. Together with the approved particulars, these form the incorporation pack that the entity should keep. Later post incorporation documents—fresh status reports, letters of good standing, and certified extracts—are requested separately through post-incorporation services when a third party needs current proof.

How to File Post-Incorporation Processes on the iCRP Portal

The official route on the new system is short. Approval is still manual. Submitting online does not mean the filing is approved automatically. [1]

Open Post Incorporation from the Dashboard

1. Log in to the iCRP portal with an accredited-agent account and complete two-factor authentication.
2. From the dashboard, click Post Inc. or Post Incorporation.
3. The portal opens the post-incorporation landing page.
4. Search for the registered company, business name, or incorporated trustee by name or registration number.
5. Open that entity’s dashboard and select the filing that matches the change.
6. Complete the electronic form, upload the required documents, preview the application, and pay the fee shown on the portal.
7. Track the application. If an approving officer raises a query, respond on the same application rather than starting a new one. [1]

Electronic Document Management on the portal allows supporting files to be uploaded during the filing itself, without a separate document-upload site. Clear, legible scans and details that match the form reduce the chance of a query.

Payments and Review

Fees are calculated inside the application and paid through the portal’s payment options, including Remita. The Commission has also enabled direct portal payment for selected business name post-registration services. Always use the amount generated for that specific filing. Statutory fees and any late-filing consequences should be confirmed on the live application, because published schedules can change.

Every post-incorporation filing is reviewed by an approving officer. The Commission’s published service timelines run from receipt of a complete application, or from compliance with a query—not from the moment a user starts a draft. For companies, published timelines include about 12 working hours for a change of name and about 24 working hours for annual returns, once the file is complete. Business name and incorporated trustee post-registration applications are published at about 48 working hours on the same basis. [2]

Common Post-Incorporation Services

The portal does not use one generic form. Each entity type has its own list of notices. Selecting the wrong service is a frequent cause of delay.

Company Name Change and Other Company Filings

A registered company can file, among other things:

• Annual returns
• Company name change, after name reservation and the required resolution
• Change of registered address
• Appointment, resignation, or removal of directors or the company secretary
• Correction of particulars of directors, shareholders, or guarantors
• Increase or reduction of issued share capital and related allotment notices
• Alteration of the memorandum and articles
• Updates or cessation relating to persons with significant control
• Status report, letter of good standing, or certified true copy of the certificate or other filed documents
• Striking off or other cessation steps when the company is closed

A company name change is not a simple rename on the dashboard. The new name must first pass availability checks and, where the proposed name uses a restricted word, any required consent. Members then pass the resolution required by the company’s constitution and the Companies and Allied Matters Act. The filing uploads that resolution, the application, and any updated constitutional documents the portal requests. On approval, a new certificate is issued and the old certificate is dealt with as the Commission directs.

Business Name Post-Registration

After business name registration, updates are made on the existing BN record. Typical services include annual returns, change of business name, change of principal place of business, change of objects or nature of business, change or correction of proprietor or partner details, cessation, and requests for a status report or certified copy of the certificate.

Annual returns for a business name are generally due by 30 June each year, except in the calendar year of first registration. Those returns continue until cessation is filed, even if trading has stopped.

NGO Registration Updates for Incorporated Trustees

NGO registration with the CAC is registration as incorporated trustees. Post-incorporation work for that structure commonly covers change of name, change of trustees, change of objects or constitution, change of address, annual or other statutory filings the portal lists for that entity, and certified extracts. Name changes and constitutional amendments for incorporated trustees often require publications and a longer consent or review path than a routine company address change. Build that lead time into the plan before a bank or donor asks for the updated certificate.

Limited partnerships and limited liability partnerships have their own post-registration notices on the same iCRP portal. Identify the entity type before choosing a service.

Documents That Support a Clean Filing

Post incorporation documents fall into two groups: the papers you upload to support a change, and the official outputs you later download.

Supporting papers depend on the service. Across entity types, approving officers commonly expect:

• A board, members, or trustees’ resolution that states the exact change, the entity name, and the registration number
• Valid means of identification and, where a person is being added, consent or appointment papers
• For a company name change or business name change, evidence that the new name was reserved
• Updated constitutional pages where the memorandum, articles, or constitution is being altered
• Evidence relevant to share-capital changes, including stamping where the law requires it
• For certified copies or a status report, the portal request itself rather than a fresh constitutional pack

The incorporation pack from the original registration—certificate and status report—should be kept, but it does not replace a current status report when a counterparty wants today’s particulars.

Hands-on post incorporation training for agents and company secretaries is useful because small mismatches cause most queries: a name that does not match the reservation, a signature that is illegible, an identification number that does not match the person on the form, or a resolution that does not state the decision the portal is being asked to record.

Post-Incorporation Compliance Before You File a Change

Post-incorporation compliance is not optional housekeeping. Annual returns confirm that the entity is still on the register and report its current officers and address. Companies generally file within the statutory window after the annual general meeting, with the first-period exemption and the small-company timing rules set out in the Act and CAC practice. Business names follow the June deadline described above.

Outstanding annual returns are a practical blocker. Filing guides and registry practice both show that the portal will often refuse a later change—including a company name change—until returns are brought up to date. Clear returns first, then file the change. Filing a return that still shows old directors or an old address creates a second discrepancy; record those changes as their own filings before, or in the order the portal requires.

Late filing can attract penalties. Penalties continue to accrue on a dormant name until cessation or striking off is actually filed. Abandoning a business name or NGO on the register is not the same as closing it.

Queries, Downloads, and Good Practice

If the status shows Queried, open the query history, correct only what the officer flagged, replace unclear documents, and resubmit on that same application. Starting a duplicate filing usually creates a payment and tracking problem.

When the status shows Approved, download the acknowledgement, updated certificate where one is issued, and any status report from the entity dashboard. Store those files with the original incorporation pack.

We recommend this sequence for any CAC post-incorporation job:

• Confirm the entity type and registration number on a public search.
• Confirm annual returns are current.
• Reserve a new name and keep the name availability code if the filing is a company name change or business name change.
• Prepare the resolution and identification documents before opening the form.
• File through an accredited agent on the iCRP portal.
• Pay only the invoice generated for that application.
• Answer any query on the same thread and download the approved post incorporation documents as soon as they appear.

For portal errors, payment issues, or email-access problems, use the contacts published on the Commission’s support pages, including [email protected] and the customer-service line listed there.

Frequently Asked Questions

Who can file post-incorporation processes on the new CAC iCRP?

Accredited agents file post-incorporation processes from the unified dashboard. The Commission defines them as persons or institutions certified to submit pre-incorporation and post-incorporation filings on behalf of individuals and businesses. A public-user account does not replace that access. [1]

Do I still need a separate post-incorporation login?

No. On the new CAC iCRP, an accredited agent opens Post Inc. or Post Incorporation from the main dashboard, searches for the entity, and continues on that entity’s dashboard. The separate post-incorporation login used on the old CAC CRP is no longer required. Manual review by an approving officer has not changed. [1]

Can I change a company name or business name only by editing the certificate?

No. A company name change or a change of business name requires a fresh name reservation, the correct internal resolution or consent, and a formal post-incorporation filing. The new certificate is issued only after that filing is approved. Keep the name availability code from the reservation and use the exact approved name on the form.

How to Complete Business Name Registration on the New CAC iCRP Portal in Nigeria

Complete business name registration on the new CAC iCRP portal in Nigeria: create CAC account, run a name availability check, reserve a name, complete the pre-registration form, upload registration documents, register new business, download your certificate, and manage annual returns filing for business names registered with CAC.

Business name registration gives sole proprietors and partnerships a legal identity under the Companies and Allied Matters Act. The Corporate Affairs Commission now handles this process entirely online through the new CAC iCRP (also called the CAC CRP portal) at icrp.cac.gov.ng. The system supports instant name approval after payment and AI-assisted review of business name applications, so most straightforward filings move faster than the older manual workflow.

This guide explains how to create a CAC account, run a name availability check, reserve a name, complete the pre-registration form, upload registration documents, pay, and download your certificate and status report. It also covers what happens after business names are registered, including annual returns filing.

Create CAC Account on the CAC iCRP Portal

You cannot reserve a name or register a new business without an active portal profile.

Visit the official CAC iCRP portal and choose the option to create an account. Provide a working email address and phone number, then set a secure password. First-time login requires two-factor authentication. The system sends a verification code to your email; enter that code to reach your dashboard. If the portal flags a duplicate username or phone number, update the conflicting detail before you continue. Keep the login email active, because status updates and download links are sent there.

Accredited agents use a separate registration path for their accreditation numbers. Ordinary proprietors and partners can file directly as public users.

Business Name Availability and How to Reserve a Name

A successful business name registration starts with a clean name availability check. Names that are identical or too similar to existing registrations are rejected.

Run a Name Availability Check

From your dashboard, open Name Reservation. Select Business Name as the business classification, then choose the business type (Sole Proprietorship or Partnership). Enter your proposed name, select the nature of business and the specific nature of business, and click Check Availability.

• If the name is available, continue to payment.
• If it is unavailable, update the proposed name or use the portal’s name-suggestion option and check again.

Prepare one or two alternative names before you start. Restricted words attract a higher reservation fee and extra review.

Reserve a Name and Obtain Your AV Code

Name reservation is automated. After a successful payment through Remita, the name is approved instantly and an Approval Validation (AV) Code appears on your dashboard and in your email. Keep this code; you will enter it when you register the new business.

The amount due is generated on the portal. It includes the statutory name-reservation fee, any AI service charge notified by the Commission, and the Remita transaction charge. A public notice issued by the Corporate Affairs Commission effective 1 April 2026 states that name reservation attracts an AI service charge of ₦200, which does not replace the statutory fee. Confirm the exact figure shown on your payment page before you pay, because fee schedules are set by official gazette and can be updated.

Complete Pre-Registration Form and Upload Registration Documents

Once you have an AV Code, start the registration itself.

Register New Business

On the dashboard, click Registration, then Register New Business. Enter the AV Code in the pop-up and continue. This opens the pre-registration form used for business name registration (commonly referenced as CAC-BN01 in CAC materials).

Complete the Pre-Registration Form

Fill in the business email address, the principal place of business (a Nigerian address), and the date of commencement. Save and continue. Next, enter the proprietor’s or partners’ personal details exactly as they appear on official identification. Accuracy here reduces the chance of a query.

Upload Registration Documents

For each proprietor or partner, upload the following in image format only:

• Means of identification (for example, National Identification Number slip, international passport, or driver’s licence)
• Passport photograph
• Signature

After each set of files, use the control that adds the proprietor documents, then save and continue. Blurry images, mismatched names, or wrong file types are common reasons applications are queried.

Review every field on the preview page before you proceed. Errors discovered after submission usually require a modification and re-submission.

Payment, Submission, and Tracking Status

When the preview is correct, proceed to payment and complete it via Remita. The portal displays the business name registration filing fee, any applicable AI service charge, and gateway charges. A Commission public notice effective 1 April 2026 adds an AI service charge of ₦500 on business name registration applications; this charge sits alongside, and does not replace, the statutory filing fee. Recent compilations of the gazetted fee schedule commonly reference a business name registration fee in the region of ₦20,000 (covering registration documents and certified copies in the published schedule) plus the separate name-reservation amount. Always rely on the figure generated inside your own application rather than third-party quotes.

After submission, monitor the application on your dashboard:

• Pending — the AI review is still running. Wait briefly and refresh.
• Queried — open the query history, correct the stated issue, and modify the application for re-submission.
• Approved — download the certificate and the status report.

Company registration (private companies limited by shares and similar entities) still follows a manual approval path and uses a different set of forms. When a company application is approved, applicants download the incorporation pack that contains the certificate and related incorporation documents. For a business name, the equivalent downloads are the e-certificate and the e-status report, which replace the older paper BN forms.

After Registration: Documents and Annual Returns Filing

Approval does not end your obligations. Download and store the certificate and status report as soon as they appear. These are the core registration documents you will present to banks, clients, and regulators when you register a business name in Nigeria and begin trading under that name.

Filing of annual returns is a continuing duty for business names registered with the Commission. The CAC iCRP portal currently makes annual returns filing available for business names registered before July 2025. Because the Commission is upgrading the business-name system with additional AI features, a newer automated annual-returns process is expected to cover both older registrations and those created after July 2025. Check your entity dashboard for the filing option that applies to your registration date, and file on time to avoid penalties.

Post-registration changes (change of address, addition of a partner, cessation, and similar filings) are also handled through the same portal once your entity is live. Accredited agents can reach post-incorporation services through single sign-on from the pre-registration side of the CAC CRP portal.

Practical Points That Reduce Delays

• Use identification details that match the National Identity Management Commission records exactly.
• Choose a business address you can evidence if asked.
• Avoid names that merely add “Nigeria,” “Global,” or “Enterprises” to a common phrase; similarity checks still reject them.
• Pay only through the Remita flow generated inside the portal.
• If you are unsure about the nature-of-business category, review the options carefully before payment, because a wrong classification can trigger a query.
• Individuals may file themselves. Accredited agents are optional, not mandatory, for ordinary business name registration.

Anyone planning full company registration rather than a business name should expect additional requirements (directors, shareholders, share capital, and memorandum documents) and a manual review cycle. The name-reservation steps are similar, but the later forms and the incorporation pack differ.

Frequently Asked Questions

How do I check business name availability on the new CAC iCRP?

Log in to the CAC iCRP portal, open Name Reservation, select Business Name and the correct business type, enter the proposed name and nature of business, then run the availability check. An available name can be reserved immediately by completing payment, after which you receive an AV Code.

What registration documents must I upload for a business name?

You must upload, in image format, a means of identification, a passport photograph, and a signature for every proprietor or partner. These files are attached while you complete the pre-registration form after entering your AV Code.

When can I start filing of annual returns for a newly registered business name?

Annual returns filing is already available on the portal for business names registered before July 2025. Newer registrations are expected to use an updated AI-supported annual-returns process once the Commission finishes the current system upgrade. Use the filing option shown on your entity dashboard and follow the due dates that apply to your registration.

How to Register a Company Limited by Guarantee with CAC in Nigeria

Register a company limited by guarantee with the Corporate Affairs Commission in Nigeria: name reservation, reservation code, consent application, online submission of necessary documents, memorandum referral, newspaper publication, no share capital, and how a guarantee company differs from incorporated trustee and business name registration.

A company limited by guarantee is the company form used in Nigeria when promoters want a separate legal entity for commerce, art, science, religion, sports, culture, education, research, charity, or similar objects, without distributing profits to members. Registration is handled by the Corporate Affairs Commission under the Companies and Allied Matters Act 2020 (CAMA). The process is a form of company registration, not business name registration, and it is legally distinct from incorporated trustee or other NGO registration routes.

This guide explains how to register a company limited by guarantee in Nigeria through the Commission’s official portal, including name reservation, the consent application, the necessary documents, memorandum referral to the Attorney-General of the Federation, newspaper publication where the law requires it, and online submission.

What a Company Limited by Guarantee Is

Objects of a guarantee company

Section 26(1) of CAMA 2020 provides that where a company is formed for the promotion of commerce, art, science, religion, sports, culture, education, research, charity, or other similar objects, and its income and property are to be applied solely toward those objects, with no portion paid or transferred to members except as the Act permits, the company shall not be registered as a company limited by shares. It may be registered as a company limited by guarantee. [1]

A company limited by guarantee must not be incorporated with the object of carrying on business for the purpose of making profits for distribution to members. Any provision in the memorandum, articles, or a resolution that gives a person a right to share in divisible profits, or that divides the undertaking into shares, is void. If the company nevertheless carries on business to distribute profits, officers and members who know of that fact can be jointly and severally liable for the related debts, and daily penalties may apply. [1]

No share capital and the members’ guarantee

A guarantee company has members, often called guarantors, rather than shareholders. It is not registered with share capital. Liability is limited to the amount each member undertakes to contribute if the company is wound up.

Under section 26(12) of CAMA 2020, the total liability of a member to contribute to the assets on winding up shall not at any time be less than ₦100,000. If that minimum is breached, every director and member who knows of the breach is exposed to a daily penalty. On a solvent winding up, surplus property is not shared among members. It is transferred to another company limited by guarantee with similar objects, or applied to a charitable object chosen by the members before dissolution. [1]

A company limited by guarantee cannot be formed by one person. Plan for at least two members. You will also need directors and a company secretary whose particulars meet the filing rules on the portal. At least one director should be resident in Nigeria, in line with ordinary company practice under CAMA.

Company Limited by Guarantee vs Other CAC Vehicles

Guarantee company and incorporated trustee

People often treat “NGO registration” as one process. The Corporate Affairs Commission actually offers more than one non-profit vehicle.

Feature	Company limited by guarantee	Incorporated trustee
Legal character	A company under the companies part of CAMA	Trustees incorporated for an association, church, foundation, or similar body
Constitution	Memorandum and articles of association	Signed constitution of the association
Owners	Members who give a guarantee	Trustees; the body is not a share company
Share capital	None	None
Public notice	Newspaper publication can arise under section 26	Newspaper publication is a standard step before filing
Typical suffix	Ltd/Gte or Limited by Guarantee	Incorporated Trustees, or the approved association name

Choose a company limited by guarantee when you need a company, contracts in a company name, or objects that a regulator expects to sit in a guarantee company. Choose an incorporated trustee when the body is an association governed by trustees and a signed constitution. The first step for either route still begins with a name check, but the forms, fees, and post-registration filings differ.

Some objects are locked to one structure. The Commission has publicly required entities set up to run university education to be registered as a company limited by guarantee and to attach a letter of no objection from the National Universities Commission. Other sectors, such as certain professional or financial activities, may also need a letter of no objection from the relevant ministry or regulator before or during company registration.

Business name registration and companies with share capital

Business name registration covers a sole proprietor or partnership trading under a name. It does not create a company limited by guarantee, does not issue a company certificate in the same form, and does not limit liability through a guarantee clause.

A private or public company limited by shares is the profit-making vehicle. It has share capital, shareholders, and a right, within the law, to distribute profits. That structure is the wrong vehicle if your objects forbid distribution to members. If the aim is commercial return, register a company limited by shares instead of forcing a guarantee company into a trading model it cannot lawfully support.

Name Reservation and the Consent Application

Rules for the chosen name

The chosen name must be distinctive, not prohibited, and not identical or too similar to an existing company, business name, or trademark. It must end with “Limited by Guarantee” or “Ltd/Gte”. Words that suggest government patronage, or restricted words such as “National”, “Institute”, or “Group”, attract extra scrutiny.

For a company limited by guarantee, name reservation is not the instant availability path used for an ordinary private company. A reservation code is required. Promoters submit the consent application with proposed names, usually two or three in order of preference, together with objects and basic incorporation particulars. The Commission reviews the application and, if a name is available and registrable, issues the reservation code. Keep the code. Later online submission of the full company registration depends on it.

Filing the name reservation on the official portal

1. Create an account on the Corporate Affairs Commission official portal (the Company Registration Portal).
2. Open the consent or name-requiring-consent path, not the ordinary instant name search alone.
3. Enter the proposed names, objects, registered office, and preliminary particulars of members, directors, and secretary.
4. Pay the name reservation fee shown on the portal.
5. Wait for the reservation code before you treat the name as locked.

A reserved name is time-limited. If the code expires before you finish incorporation, you must apply again. Do not print letterhead or sign leases in the chosen name until the reservation is approved.

Necessary Documents for CAC Registration

Prepare the necessary documents before online submission. Incomplete files are the main reason applications are queried.

Memorandum, articles, and statement of guarantee

The memorandum and articles must comply with section 26. In practice the Commission expects:

• An objects clause limited to permitted non-profit objects, with no profit-distribution object.
• A property clause stating that income and property are applied only toward the objects.
• A contribution or guarantee clause stating the amount each member will contribute on winding up, not below the statutory minimum of ₦100,000 per member.
• A winding-up clause dealing with surplus assets in the manner section 26 requires.
• Articles that set out membership, directors, meetings, and the company secretary.

You may adopt the Commission’s model articles where they fit, or file tailored articles. A statement of guarantee, signed by the members, records the amount each person undertakes to contribute if the company is wound up while they are a member or within one year after they cease to be one.

Identification and company particulars

Typical uploads include:

• Two or more proposed names and the approved reservation code.
• Registered office address in Nigeria, email, and phone number.
• Objects of the company.
• Full particulars of directors, guarantors, and the secretary: names, addresses, dates of birth, occupation, email, and phone.
• Valid means of identification, passport photographs, and signatures.
• Statement of guarantee.
• Memorandum and articles of association.
• Evidence of any required sector approval, such as a letter of no objection.
• Later, the Attorney-General’s authority, or evidence of newspaper publication where the fallback procedure applies.

Names of subscribers should be stated in full, without initials. Foreign promoters should also be ready for any extra home-country documents or Nigerian regulatory approvals that the objects attract. Do not assume a foreign guarantee figure from informal guides. Confirm the current portal fields and any sector rule before you file.

Attorney-General Authority and Memorandum Referral

The 30-day review

The memorandum of a company limited by guarantee shall not be registered without the authority of the Attorney-General of the Federation. After you upload the incorporation set, the Corporate Affairs Commission makes the memorandum referral to the Attorney-General. Correspondence with promoters on that application is routed through the Commission. [1]

The Attorney-General shall, within 30 days, grant authority where there is no objection to the memorandum and no other cogent reason to refuse. If further information is required, the 30-day period begins when all relevant information is received. [1]

Newspaper publication if no decision is made

Where all valid documents have been furnished and the Attorney-General makes no decision within 30 days, section 26(7) requires the promoters to place an advertisement in three national daily newspapers and invite objections. An objection must state its grounds and reach the Commission within 28 days of the date of the last publication. The Commission considers any objection, may ask for more information, and may uphold or reject it. [1]

Separately, if the Commission is satisfied that the memorandum and articles comply with section 26, it shall cause the application to be advertised in the prescribed form in three national daily newspapers. Objections must reach the Commission within 28 days of the last publication. If no objection is received, or any objection is rejected, the Commission may assent and, if it assents, register the company and issue a certificate of incorporation. [1]

Budget for newspaper publication. It is not optional window dressing. It is part of the statutory path either when the Attorney-General is silent or when the Commission advertises a compliant application. Keep copies of each publication and proof of the dates. Objections are counted from the last publication, not the first.

Online Submission and Final Company Registration

Filing on the Company Registration Portal

To register a company in Nigeria as a guarantee company, complete the application on the official portal rather than treating the process as a paper-only filing.

1. Sign in and start the company registration using the reservation code.
2. Select company limited by guarantee, not a company limited by shares and not an incorporated trustee.
3. Complete the application form with the approved name, objects, registered office, directors, guarantors, and secretary.
4. Upload the necessary documents, including the memorandum, articles, statement of guarantee, identification, and signatures.
5. Pay the statutory filing fees through the portal payment channel.
6. Monitor the application for queries. Answer them on the portal within the time allowed.
7. Allow the memorandum referral and any newspaper publication period to run.
8. On assent, download the certificate of incorporation and the certified incorporation documents.

The Commission’s published service timeline for a new limited-by-guarantee registration, once all relevant documents are in and any query is cleared, is shorter than the Attorney-General stage. The 30-day review and any 28-day objection window sit outside that internal processing clock. In practice, the full path is measured in weeks to several months, not in the few days typical of an ordinary private company or a simple business name registration. [2]

After the certificate

Registration is the start of compliance, not the end. A company limited by guarantee should:

• Obtain a tax identification number and open a bank account in the registered name.
• Keep a register of members and directors and file changes promptly.
• File annual returns. Under the fee schedule published in the Federal Republic of Nigeria Official Gazette of 29 May 2025, annual returns for a company limited by guarantee were listed at ₦10,000, with separate penalties for late filing. [3]
• Apply income only toward the objects.
• Seek fresh Attorney-General and Commission clearance before altering objects in a way that would take the company outside section 26.
• On winding up, follow the surplus-asset rule rather than distributing residue to members.

Fees to Confirm Before You File

Fees change. Use the figure displayed at payment on the official portal as the amount due on the day you file.

The schedule published in Official Gazette No. 92 of 29 May 2025, and reported as taking effect after a short deferral, listed these company limited by guarantee items:

• Name reservation: ₦5,000
• Incorporation of a company limited by guarantee: ₦40,000
• Change of name: ₦20,000
• Status report: ₦5,000
• Certified true copy of documents or extracts: ₦5,000 each
• Annual returns: ₦10,000

Stamp duty, newspaper publication in three national dailies, and professional drafting fees are extra. They are not included in the Commission’s incorporation fee. Confirm the live schedule before you budget, because a later gazette can revise these amounts. [3]

Frequently Asked Questions

Can one person register a company limited by guarantee in Nigeria?

No. A private company may, in defined cases, be formed by one person, but that exception does not cover a company limited by guarantee. You need at least two members, each undertaking a guarantee of not less than ₦100,000, plus directors and a secretary who meet the filing rules.

Is a company limited by guarantee the same as NGO registration as an incorporated trustee?

No. Both can serve non-profit aims, and both are filed with the Corporate Affairs Commission, but they are different regimes. A guarantee company uses a memorandum and articles, a statement of guarantee, and Attorney-General authority under section 26. An incorporated trustee uses a signed constitution, named trustees, and its own publication and filing path. Pick the vehicle that matches the governing document you actually intend to operate under.

What happens if the Attorney-General does not decide within 30 days?

If every valid document is in and no decision is made within 30 days, the promoters must advertise in three national daily newspapers and invite objections to reach the Commission within 28 days of the last publication. The Commission considers any objection and may uphold or reject it. The Commission also advertises a compliant application and may register the company and issue a certificate only after the objection window and its own assent. Silence by the Attorney-General does not by itself complete company registration.

How to Register a Company (Private or Public) with the Corporate Affairs Commission in Nigeria

Register a company in Nigeria with the Corporate Affairs Commission: check name availability, reserve a distinct company name, complete the online CAC registration form and digital pre-registration, upload supporting documents, meet the share capital threshold for a private or public company, pay the filing fee, and download your certificate from the company registration portal.

Registering a company in Nigeria is a legal step that creates a separate corporate entity, protects a trading name, and opens the door to bank accounts, contracts, and regulated activity. The Corporate Affairs Commission administers company registration in Nigeria under the Companies and Allied Matters Act 2020 (CAMA). In this guide we explain the company registration process for a private or public company, from the name availability search through the completed application and the documents issued on the company registration portal.

We focus on company incorporation, not informal trading. Anyone planning to register a company should use the official Corporate Affairs Commission channels and confirm live fees and form fields before payment, because schedules and portal workflows are updated from time to time.

Why CAC Company Registration Matters

The Corporate Affairs Commission is the registry for companies, business names, partnerships, and incorporated trustees. CAC company registration gives a company legal personality: it can own property, enter contracts, sue, and be sued in its own name. Limited liability, where the company is limited by shares, generally confines shareholders’ risk to the amount unpaid on their shares.

Registration also supports tax identification, corporate banking, and later licensing. A public company that intends to offer securities to the public will usually need a further relationship with the Securities and Exchange Commission. Incorporation with the Corporate Affairs Commission does not itself authorise a public offer or capital-market activity.

Private or Public Company: Choose the Right Structure

Before we start the online CAC registration form, the structure must be clear. A private or public company limited by shares is the usual choice for profit-making businesses. Other forms exist, including companies limited by guarantee and unlimited companies, but most commercial founders choose a company limited by shares.

Private company limited by shares

A private company is the common vehicle for startups, family businesses, and closely held firms. Under CAMA 2020, a private company may be formed by one person. Membership is capped (generally not more than 50 members, excluding certain employee-members). Share transfers are restricted by the articles. The company name normally ends with “Limited” or “Ltd”.

A small private company may have a single director. A private company that is not a small company needs at least two directors. Directors must be natural persons of at least 18 years, of sound mind, and not disqualified under CAMA.

Public company limited by shares

A public company may offer shares to the public and is not limited to 50 members. Its name must show that it is public, typically by ending with “PLC” or “Public Limited Company”. Governance and disclosure are heavier than for a private company. Public companies are not small companies, so they need at least two directors, and market rules may require more, including independent directors, once the company is listed or otherwise regulated.

Converting an existing private company into a public company is a separate filing. The Corporate Affairs Commission expects, among other items, a special resolution, memorandum and articles suitable for a public company, a directors’ written statement on share capital, a recent balance sheet, evidence that paid-up capital is not less than 25 percent of the relevant capital figure used in that application, filing fees, and up-to-date annual returns.

Business name registration is not company registration

Business name registration covers sole proprietorships and certain partnerships. It does not create the same separate limited-liability company. The company registration process, the share capital threshold, director filings, and the certificate of incorporation apply when we register a company. A unique business name search is still useful at the idea stage, but a reserved business name does not replace company incorporation.

The Company Registration Process

The Corporate Affairs Commission publishes a short official sequence for how to register a company (private or public). We expand that sequence into the practical steps used on the current portal.

Check name availability for a distinct company name

A distinct company name is the first legal requirement. Perform a preliminary name availability search so the proposed name is not identical or too close to an existing name, and so it does not misuse restricted words without consent.

We recommend checking name availability before paying a reservation fee. Prepare one or two alternatives. Avoid generic phrases that the registry is likely to treat as undistinctive. Public company names must include the public-company indicator. Words that suggest government patronage, a regulated profession, or a restricted activity often need consent and a separate review.

On the Intelligent Company Registration Portal (iCRP) at icrp.cac.gov.ng, name reservation for a standard company name is largely automated. After login, start a new name reservation, choose the classification “Company”, select the business type (for example, private company limited by shares or public company limited by shares), enter the proposed name, select the nature of business, and run the availability check. If the name is free, continue to payment. Successful payment produces an availability code (AV Code) that is used to open the incorporation file. Reservation is time-limited, so the rest of the application should be filed before the code expires.

Open an account on the company registration portal

The company registration portal is the secure route for digital pre-registration. Create a public-user account with a working email address, phone number, and identity details the portal requests, including a National Identification Number where required. Enable two-factor authentication and keep the login email active, because status notices are sent there.

Accredited agents (such as legal practitioners, chartered accountants, and chartered secretaries who are accredited) may file on a client’s behalf. Self-filing is allowed for many straightforward private companies. Complex objects, foreign participation, or a public company are often smoother with professional support, but the legal applicant remains responsible for accurate particulars.

Complete the digital pre-registration and online CAC registration form

Use the approved AV Code to open the pre-registration form. The online CAC registration form collects the information that will appear on the register. Typical fields include:

• Company name exactly as reserved, and whether the entity is a private or public company
• Registered office address in Nigeria, company email, and phone number
• Nature of business and objects of the memorandum
• Issued share capital, classes of shares, nominal value, and allotment to shareholders
• Full particulars of directors, shareholders, and any company secretary
• Persons with significant control, where CAMA requires disclosure
• Statement of compliance

Model memorandum and articles are available on the portal for many private companies. Custom articles are appropriate where share rights, pre-emption, or board rules differ from the model. A public company needs articles that meet the public-company provisions of CAMA, not a private-company template with the letters “PLC” added.

Save each section. Errors in names, dates of birth, or identification numbers are a common reason for queries. Review the preview before treating the file as a completed application.

Prepare supporting documents

Supporting documents are uploaded in the formats and size limits the portal states (image files are required for several identity items, and file size is capped). Plan to have clear copies of:

• Means of identification for each director and shareholder (National Identification Number slip or card, international passport, or driver’s licence, as accepted on the form)
• Passport photograph and specimen signature where the form asks for them
• Evidence supporting a consent application, if the name uses a restricted word
• Any sector approval the object requires before incorporation
• For a public company or a conversion, the statutory statements, resolutions, and financial documents listed by the Commission

A physical office address in Nigeria is required. A purely virtual or overseas address will not satisfy the registered-office rule. Foreign individuals can be directors or shareholders of a Nigerian company, subject to immigration, investment, and sector rules, but the company itself must have its registered office in Nigeria.

Pay the filing fee and stamp duty

After the form and uploads are complete, the portal calculates the filing fee. Remit the filing fee and the statutory stamp duty through the integrated payment gateway (commonly Remita). Keep every receipt.

The filing fee depends on company type and issued share capital. Public companies are charged on a higher scale than private companies. Stamp duty on share capital is a separate charge, generally assessed as a percentage of the capital, and is not the same as the Corporate Affairs Commission filing fee. Bank and gateway charges may also apply.

The Commission reviewed service fees in 2025 and directed users to its published schedule. Because amounts can change, we do not treat any third-party price list as final. The figure shown on the company registration portal, cross-checked with the fee schedule on cac.gov.ng, is the amount to pay. Under-declaring share capital to reduce the filing fee can force a later increase if the chosen objects carry a higher share capital threshold.

Submit the completed application and collect the certificate

Submit only when the preview matches the supporting documents and the payments have cleared. Company filings are not all instant. Business name registration on the newer portal is often approved automatically, but company applications, including private and public companies limited by shares, are still subject to officer review. A query means the file must be corrected and resubmitted; it is not a refusal of the business idea.

When the application is approved, download the electronic Certificate of Incorporation and the certified extract (and the memorandum and articles as certified) from the portal. These electronic documents are the official proof of CAC company registration. Store them with the AV Code, payment receipts, and the final particulars of directors and shareholders.

Share Capital Threshold Under CAMA

CAMA 2020 replaced the old idea of authorised share capital with a minimum issued share capital. The memorandum must state the issued share capital with which the company is to be registered, divided into shares of a fixed amount.

Statutory minimums

The general share capital threshold is:

• At least ₦100,000 issued share capital for a private company
• At least ₦2,000,000 issued share capital for a public company

These are legal floors, not recommended operating capital. Many private companies are incorporated with a higher figure because banks, contracts, or the objects themselves demand it. At least 25 percent of issued share capital is expected to be paid up in line with CAMA and the declaration made at filing. Shares must be allotted to the named shareholders; an empty capital figure with no allottees will not pass review.

Higher thresholds for regulated and foreign-owned companies

The statutory floor does not override sector rules. Banking, insurance, pensions, capital markets, oil and gas, aviation, and other licensed activities often require issued or paid-up capital far above ₦100,000 or ₦2,000,000. If the objects on the form trigger a prescribed minimum and the capital is too low, the Corporate Affairs Commission will query the file. The practical choices are to raise capital and pay the extra filing fee and stamp duty, or to remove the object that caused the higher threshold.

Companies with foreign participation are commonly required, in practice and under investment guidelines applied at registration, to meet a much higher minimum (widely applied at ₦100 million) before the Commission will register them. Confirm the current foreign-participation capital rule before choosing a share structure, because it affects both the filing fee and later business-permit or quota applications.

Where the Securities and Exchange Commission Fits

The Securities and Exchange Commission regulates the Nigerian capital market. It does not incorporate companies. Its public guidance on how to register a company points founders back to the Corporate Affairs Commission for the legal entity, then explains later obligations if the business will operate in the capital market.

A private company that never offers securities to the public usually has no SEC registration merely because it is incorporated. A public company that invites the public to subscribe for shares or that seeks to list, and any firm that will act as a capital-market operator, must meet Securities and Exchange Commission (and, where relevant, exchange) requirements in addition to CAC company registration. Those requirements cover prospectuses or information memoranda, continuing disclosure, and operator licensing. They sit on top of a valid certificate of incorporation; they do not replace it.

After the Certificate Is Issued

Approval is the start of corporate life, not the end of compliance. Typical next steps include:

• Confirm the Tax Identification Number linked to the company and complete any Federal Inland Revenue Service onboarding the certificate or tax portal requires, including VAT registration if the business makes taxable supplies
• Open a corporate bank account with the certificate, certified extract, and identification of signatories
• Obtain sector licences before trading in a regulated field (for example, NAFDAC, NCC, CBN, or the Securities and Exchange Commission)
• File statutory changes when directors, shareholders, the registered office, or share capital change
• File annual returns and keep statutory registers, including the register of persons with significant control
• Display the company name correctly on correspondence and signage

A company that ignores annual returns risks penalties and, in serious cases, striking off. Public companies carry additional meeting, reporting, and, if listed, market-disclosure duties.

Practical Points That Prevent Queries

We see the same defects delay otherwise valid applications:

• The name on the form does not match the reserved name, including punctuation and “Ltd” or “PLC”
• Identification names do not match the portal entries
• Share allotments do not add up to the stated issued capital
• Objects imply a regulated activity without the required share capital threshold
• Uploads are blurry, in the wrong format, or over the size limit
• A public company is filed with private-company articles or without the public-company name ending
• Payment is made outside the reference generated by the portal, so the filing fee does not attach to the application

Correct these before submission. A clean completed application moves faster than a file that needs several query cycles.

Frequently Asked Questions

How do I check name availability before I register a company?

Use the Corporate Affairs Commission public search and then the name-reservation tool on the company registration portal. Enter the proposed name under the correct classification (Company) and business type, run the check, and pay the reservation fee only if the name is available. The resulting availability code is what opens the incorporation form. A unique business name that passed a casual web search can still fail the registry test if it is too similar to an existing company.

What is the difference between business name registration and CAC company registration?

Business name registration records a trading name for a sole proprietor or partnership. CAC company registration incorporates a private or public company with its own legal personality, directors, and issued share capital. Only the company route produces a certificate of incorporation and the limited-liability structure most banks and investors expect. The forms, fees, and supporting documents are not interchangeable.

Do I need the Securities and Exchange Commission to incorporate a private or public company?

No. Incorporation is done with the Corporate Affairs Commission through the company registration portal. The Securities and Exchange Commission becomes relevant when the company offers securities to the public, lists, or carries on capital-market business. A public company still begins with CAC company registration; SEC compliance is an additional layer, not a substitute for the certificate of incorporation.

How to Reserve a Name That Requires Consent on the New CAC iCRP in Nigeria

Reserve a business name that needs regulatory consent on the CAC iCRP portal. Learn the name reservation process, consent application steps, public availability name search, and how to register new business after approval.

Reserving a business name is the first formal step in electronic company registration in Nigeria. On the new Intelligent Company Registration Portal, ordinary name reservation is largely automated. A name that needs regulatory consent is different. The Corporate Affairs Commission has separated that path so it is no longer mixed into the standard name reservation application.

This guide explains how we approach name reservation that requires consent on the iCRP portal, how it differs from instant approval, and how an approved name feeds into business name registration or other filings.

Why Consent Names Sit Apart on the iCRP Portal

The company registration portal at icrp.cac.gov.ng is the current CAC AI portal for pre-incorporation work. In the old Company Registration Portal, names that needed consent were often handled inside the regular name reservation process. On the new system, that work stands on its own and remains subject to manual review by an approving officer.

That separation matters. An ordinary name can be checked, paid for, and approved almost immediately, with an availability code issued after successful payment. A consent application is not instant. Payment submits the file for officer review. Status later moves to approved or queried, and the Commission notifies the applicant by email.

The official interim user guide for CRP 3.0 is the practical reference for both flows. We treat that guide, together with the portal FAQ, as the primary source for the current name reservation process.

When a Name Requires Regulatory Consent

Not every proposed name belongs on the automated path. Regulatory consent is typically required where the law, or the Commission’s assessment, says the wording cannot be used freely.

Under the naming rules in the Companies and Allied Matters Act 2020, certain words are restricted rather than banned outright. They may be used only with the Commission’s consent. Common examples include Federal, National, Regional, State, Government, Municipal, Chartered, Cooperative, Building Society, Group, and Holding, as well as other wording that suggests government patronage or a special statutory status.

The consent route is also used for reasons other than a single restricted word. On the iCRP portal, the reason for a consent request can include new registration, a restricted word, or a change of name. Business classification examples in the official FAQ include Incorporated Trustees and a company limited by guarantee.

A name that is identical to an existing entity, misleading, or otherwise prohibited is a different problem. Consent does not cure every objection. If the issue is similarity, the practical response is usually a new name, not a forced consent filing.

Choosing a Business Name Before You Pay

Choosing a business name is cheaper when it is done before payment. We start with a public availability name search so obvious conflicts are removed early. Search the exact proposed name and close variations. Spacing, punctuation, and a slight spelling change rarely create a genuinely different identity if the name still looks the same as one already on the register.

A strong name is specific, pronounceable, and consistent with the real activity of the entity. Vague words, unexplained abbreviations, and titles that imply a government body, a professional institute, or a national authority without supporting facts are frequent sources of delay.

If an older interface or a status note once told an applicant to attach consent, that language reflected the previous workflow. On the current CAC AI portal, the correct action is to open Name Requiring Consent rather than to force a restricted name through ordinary name reservation and then try to attach consent afterwards.

Accessing the Company Registration Portal

Electronic company registration begins with a verified account on the iCRP portal.

1. Open https://icrp.cac.gov.ng.
2. Log in with the username and password, or with the email, phone number, or accreditation number accepted on the login page.
3. Complete two-factor authentication with the one-time code sent to the registered email.
4. If the system reports a duplicate username or phone number, update those details before the dashboard will open.
5. If the linked email is unknown, use the check-email option on the login page. If the email is no longer accessible, the Commission’s helpdesk can be asked to update it.

Public users can create an account and use pre-incorporation services. Accredited agents may file on behalf of applicants, but the account recovery details should remain under the applicant’s control.

Standard Name Reservation on the CAC AI Portal

Understanding the ordinary name reservation process makes the consent path easier to follow. The interim user guide sets it out as follows.

• From the dashboard, open Name Reservation and start a new reservation.
• Select the business classification, such as Business Name, Company, Limited Partnership, or Limited Liability Partnership.
• Select the business type, such as sole proprietorship or private company limited by shares.
• Enter the proposed name and the nature and specific nature of business.
• Run the availability check.
• If the name is available, continue to payment through the payment gateway shown on the portal.
• If it is unavailable, update the business name or use the portal’s name suggestions.
• After successful payment, approval is instant and an AV Code is issued.

That AV Code is what later unlocks registration. Do not use this automated route for a name the portal or the law treats as requiring consent. The fee displayed at payment is the amount to pay. Published CAC schedules have been revised, so we do not rely on an old blog figure when the portal shows a different statutory charge.

Consent Application: How to Reserve a Name Requiring Consent

To reserve a business name, company name, or association name that needs regulatory consent, stay on the dedicated menu. The interim user guide and the portal FAQ describe the same sequence.

Open Name Requiring Consent

From the dashboard, select Name Requiring Consent. Do not start this file under ordinary Name Reservation.

Select Business Classification and Reason

Choose the business classification and the business type. Then choose the reason for the consent request, such as new registration, restricted word, or change of name, and continue.

Matching the classification to the real entity is essential. An Incorporated Trustee filing and a company filing are not interchangeable, and the later registration documents will be built on this choice.

Enter the Proposed Name and Entity Information

Type the proposed entity name or names. Complete the company or association information requested on the form, including the email address, registered address, and principal association or business activity. Save and continue after each step.

Use a full, meaningful name. A restricted word should appear only where it is genuinely justified by the objects of the entity. The activity description should explain, in plain language, what the organisation will actually do.

Preview the Consent Application

Review every field on the preview page before payment. Consent filings are manually examined, and an error in the name, classification, address, or activity description can produce a query. Correct the draft before submission if the portal still allows edits at that stage.

Pay and Submit for Officer Review

Proceed to payment and complete the charge shown for that name reservation application. Once payment succeeds, the file is submitted to an approving officer. It is not auto-approved.

Keep the payment receipt and the application reference. Monitor both the dashboard and the email address entered on the form.

What Happens After the Consent Filing

Manual review is the defining feature of this name reservation process. The applicant receives an email when the status becomes queried or approved.

An approval means the Commission has accepted the name for the purpose of that consent request. Use the approval details exactly as issued when moving to registration. Do not alter spelling after approval.

A query means an officer needs a correction or a clearer justification. Open the application, read the query history, and respond only to what was asked. Supplying unrelated documents, or changing the name without using the proper substitution or new-reservation path, usually extends the delay.

Approval is not guaranteed. A restricted word still has to be defensible. Words that falsely suggest government authority, a chartered profession, or a cooperative society will not pass merely because a fee was paid.

From an Approved Name to Register New Business

Name reservation is not the certificate. After an ordinary business-name approval, business name registration continues on the same company registration portal.

The interim user guide sets out that next stage for a business name:

1. From the dashboard, open Registration.
2. Select Register New Business.
3. Enter the AV Code from the approved name reservation.
4. Add the business email, business address, and date of commencement.
5. Enter proprietor details.
6. Upload, in image format, a means of identification, a passport photograph, and a signature for each proprietor.
7. Preview the file and pay.
8. Track status. Pending means the review is still running. Queried means the file must be modified and resubmitted. Approved means the certificate and status report can be downloaded.

Business name registrations on the current portal are described as AI-assisted and can move quickly when the documents are clean. Registration of other entities, including limited liability companies, incorporated trustees, limited liability partnerships, and limited partnerships, can still follow a manual approval review.

Where the original filing was a consent application rather than an automated reservation, follow the post-approval instruction on the dashboard. Do not invent an availability code if the consent approval was issued in a different format. The reference on the approved consent file is the one that should be used.

Name Substitution When the Proposed Name Fails

Sometimes the right response is not another consent letter. If the name is too similar to an existing entity, or if a restricted word cannot be justified, name substitution or a fresh name reservation is the cleaner route.

Name substitution is used where the portal offers it as the way to replace a rejected or unsuitable name inside an existing filing, including some incorporated trustee and company matters. It is not a shortcut around a missing consent. A substituted name that still contains a restricted word should go back through Name Requiring Consent.

Before paying again, repeat the public availability name search. A second payment does not improve a name that is already taken or prohibited.

Practical Standards That Reduce Queries

We apply the same checks to every consent application:

• The business classification matches the entity that will actually be registered.
• The reason for consent matches the facts: new registration, restricted word, or change of name.
• The proposed name is specific and is not a thin variation of a registered name.
• Any restricted word is necessary and can be explained from the objects of the entity.
• The registered address and email are current, because status emails go to the address on the file.
• The activity description is concrete. “General contracts” or “all lawful business” is weaker than a clear statement of the real service or charitable object.
• Identification images are colour, complete, and consistent with the name on the national identity record when that record is required later.
• The preview is read in full before payment.

Applicants who need a letter of no objection from another regulator, or consent from an existing entity, should obtain that document before filing if the particular word or structure depends on it. The portal review will not create that consent for them.

How This Fits the Wider Registration Timeline

A clean ordinary name reservation can be approved as soon as payment succeeds. A name requiring consent takes longer because an officer must read it. Build that time into the plan before printing letterheads, signing leases, or announcing a launch date.

After approval, move promptly to registration. An unused reservation does not keep a name indefinitely, and a delayed commencement date on a business name can attract a separate penalty if the date is more than the period the Commission allows. Confirm the current validity period and any penalty rule on the portal at the time of filing, because service timelines and fees are revised by the Commission.

For post-incorporation work, accredited agents can reach post-incorporation services from the same sign-on. That convenience does not change the fact that many post-incorporation filings are still reviewed by officers after submission.

Frequently Asked Questions

What is the difference between name reservation and a name requiring consent?

Ordinary name reservation on the iCRP portal is automated. If the name is available and payment succeeds, approval and an AV Code are issued immediately. A name requiring consent is filed separately, paid for, and then reviewed manually by an approving officer. It is not instant.

Which names usually need a consent application?

Names that use restricted words under the Companies and Allied Matters Act, and certain entity types or reasons selected on the portal, need regulatory consent. The form itself asks for a reason such as new registration, restricted word, or change of name. Incorporated Trustees and companies limited by guarantee are examples used in the official FAQ. Identical or misleading names are a separate availability problem and may simply be refused.

Can we attach consent to a normal name reservation application?

On the new company registration portal, that older approach has been replaced. We do not push a restricted name through standard name reservation and then try to attach consent. We open Name Requiring Consent, complete the consent application, preview it, pay the fee shown, and wait for the officer’s decision.

How to Reserve a Business or Company Name on the New CAC iCRP Portal in Nigeria

Reserve a business or company name on the CAC iCRP portal in Nigeria. Learn the name reservation process, real-time name checks, business name suggestions, prohibited and restricted names, the reservation fee, and how the AV Code leads to business name registration.

Reserving a name is the first formal step in business name registration and company incorporation with the Corporate Affairs Commission. On the current CAC iCRP portal, name search and reservation is largely automated. Once payment succeeds for a standard application, approval is instant and an Approval Validation (AV) Code is issued. That code is what you later use when you register a business or proceed with CAC company registration.

This guide explains the name reservation process, how real-time name checks work, how business classification affects your filing, and how prohibited and restricted names are handled.

Why CAC Name Reservation Comes Before Registration

A CAC name reservation does not create a legal entity. It only holds a proposed business or company name so another applicant cannot take the same name while you prepare the rest of the filing. Most reservations are valid for 60 days from approval. If you do not complete registration within that window, the name can return to the available pool and you may need a new name reservation.

Choose the name carefully before you pay. Classification and type selections shape the registration path that follows, and a poor name choice is a common reason applications fail even when the portal initially shows the name as free.

Create Your iCRP Portal Profile

All filings start on the official portal at icrp.cac.gov.ng.

1. Create a public-user account if you do not already have one.
2. Complete the details the portal requests, including any identity verification shown during signup.
3. Log in with your username, email, phone number, or accreditation number.
4. Complete two-factor authentication with the code sent to your registered email.

If you no longer have access to the linked email, the Commission directs users to contact [email protected] or [email protected] with account details. Keep your iCRP portal profile details accurate, because later notices and the AV Code workflow depend on that account.

Name Reservation Process on the CAC iCRP Portal

The Corporate Affairs Commission states that standard name reservation is now automated. You receive instant approval once payment is successful.

Follow these steps for a new name reservation:

1. From your dashboard, open Name Reservation.
2. Select the business classification: Company, LP, LLP, or Business Name.
3. Choose the business type, such as sole proprietorship or private company limited by shares.
4. Enter your proposed name.
5. Select the nature of business and the specific nature of business.
6. Run Check Availability.
7. If the name is available, continue to payment.
8. If it is not available, update the name or use the suggestion tool.
9. Pay through the integrated Remita flow.
10. After successful payment, collect your AV Code from the dashboard or notification.

These steps match the current Frequently Asked Questions published on the iCRP support pages and the portal user guide. [1] [2]

Business Classification and Name Options

Business classification is not a cosmetic label. It decides whether you are reserving a business name, a company name, a limited partnership, or a limited liability partnership. Business type then narrows that choice further.

Prepare more than one name option before you start. Strong name options are:

• Distinct from existing registered names
• Easy to spell and pronounce
• Consistent with the actual activities you will carry on
• Free of words that imply government, professional, or regulated status you do not have

If your first choice fails the availability check, do not force a near-identical spelling. Small changes such as adding “Nigeria,” “Global,” or an extra letter often still conflict with an existing record.

Real-Time Name Checks and Business Name Suggestions

The portal’s availability check is the practical name search and reservation tool. Click Check Availability after you enter the proposed name and business details.

• Available: continue to payment.
• Unavailable: click Update Business Name, or click Get Name Suggestions for AI-generated alternatives.

These real-time name checks reduce the chance of paying for a name that is already taken. They do not replace your own judgment. A name can still be queried later if it is misleading, undesirable, or falls under a consent rule. Treat business name suggestions as a starting point, then re-check each suggestion before you pay.

Prohibited and Restricted Names

Nigerian company law, particularly section 852 of the Companies and Allied Matters Act 2020, separates names that cannot be used from names that need prior consent.

Prohibited names are generally refused. Typical problems include names that are identical or deceptively similar to an existing name, names that mislead the public about the nature of the business, offensive or undesirable names, and names that falsely suggest a connection the entity does not have.

Restricted names are not automatic approvals. Words and ideas that suggest government patronage or a special status—such as Federal, National, Regional, State, Government, Municipal, Chartered, Cooperative, or Building Society—usually require a separate consent process. On the new iCRP, consent requests are no longer mixed into ordinary name reservation. That process is still reviewed manually by an approving officer. [1]

If your proposed name needs consent, select the correct classification and business type, choose the reason for the consent request, enter the proposed name or names, complete the entity information, review the preview, and pay. You will receive an email when the application is approved or queried.

Reservation Fee and Payment

Published reports of the revised CAC schedule in the Federal Republic of Nigeria Official Gazette put the standard name reservation fee at ₦1,000 and the fee for names with restricted words at ₦5,000.

From 1 April 2026, the Commission also applies an Artificial Intelligence service charge of ₦200 on each name reservation. That charge is separate from the statutory fee. [6]

Payment is made through Remita. Card and internet-banking options are available, and a generated bill can be paid at a bank if needed. Gateway charges may appear on top of the statutory amount. Always confirm the figure displayed on the CAC iCRP portal before you pay, because the live checkout is the amount that will be collected.

Payment for a standard reservation triggers instant approval and the AV Code. Payment does not override a prohibited name, and it does not replace manual review where consent is required.

Use the AV Code to Register a Business

The AV Code is the bridge between name reservation and full registration.

For business name registration, the current iCRP flow is:

1. Open Registration and choose Register New Business.
2. Enter the AV Code from the name reservation.
3. Add the business email, address, and date of commencement.
4. Enter proprietor details.
5. Upload identification, a passport photograph, and a signature in image format.
6. Review the preview and pay via Remita.

Business name registrations on the new portal are described as AI-approved and processed quickly. Company, incorporated trustees, LLP, and LP filings still follow manual review after submission. [1]

After approval, download the certificate and status report from the dashboard. A reserved name alone does not let you open a corporate bank account or present the entity as registered. Complete CAC company registration or business name registration within the reservation window.

Practical Checks Before You Submit

• Search variations of the name, not only the exact spelling.
• Avoid restricted words unless you are ready for the consent route.
• Match the nature of business to what the entity will actually do.
• Keep copies of the Remita receipt and the AV Code.
• Start the full filing soon after approval so the 60-day hold is not wasted.
• If an application is queried, use the dashboard query history and resubmit only the corrected information.

Frequently Asked Questions

How do I reserve a name on the new CAC iCRP portal?

Log in, open Name Reservation, select the business classification and business type, enter the proposed name, choose the nature of business, and run Check Availability. If the name is free, pay the reservation fee. For a standard application, approval is instant after successful payment and you receive an AV Code. [1]

What is the CAC name reservation fee?

The standard reservation fee reported from the revised CAC schedule is ₦1,000, and reservation involving restricted words is ₦5,000. An additional AI service charge of ₦200 applies to name reservation from 1 April 2026. Remita charges may also apply, so confirm the total on the portal before payment.

How long does a business or company name reservation last?

A successful CAC name reservation generally holds the name for 60 days from approval. You should complete business name registration or company registration within that period. If the reservation lapses, the name can become available to someone else and a fresh name reservation may be required.