Company Registration in Nigeria – A Complete Guide to CAC Incorporation
Target Audience: Entrepreneurs, startup founders, foreign investors, SME owners
Introduction
Registering a company is the foundational legal step for anyone serious about doing business in Nigeria. Whether you are a Nigerian entrepreneur formalising a side hustle or a foreign investor entering the market, incorporation with the Corporate Affairs Commission (CAC) under the Companies and Allied Matters Act (CAMA) 2020 unlocks access to bank accounts, contracts, tax incentives, and limited liability protection.
This guide walks you through the full registration process in 2025 — the structures available, documents required, statutory fees, realistic timelines, and the post-incorporation compliance you must not overlook.
1. Choose the Right Business Structure
CAMA 2020 recognises several vehicles. Choosing correctly at the outset saves significant cost and restructuring later.
| Structure | Best For | Key Feature |
|---|---|---|
| Business Name | Sole traders, freelancers, small traders | Cheapest and fastest; no separate legal personality. |
| Private Company Limited by Shares (Ltd) | Most startups, SMEs, and foreign investors | Separate legal personality, limited liability, up to 50 shareholders. |
| Public Company Limited by Shares (Plc) | Companies intending to raise capital from the public | Higher disclosure, minimum N2 million share capital. |
| Limited Liability Partnership (LLP) | Professional services firms | Partners enjoy limited liability with partnership flexibility. |
| Company Limited by Guarantee | Non-profits, NGOs | Requires Attorney-General consent; no share capital. |
| Incorporated Trustees | Religious, social, educational bodies | Registered under Part F of CAMA 2020. |
Most Common Choice: For foreign-owned or growth-oriented businesses, a Private Company Limited by Shares (Ltd) is almost always the right starting point.
2. Minimum Share Capital Requirements
Share capital is a key cost driver because CAC filing fees scale with it. The statutory minimums in 2025 are:
- Private company (wholly Nigerian-owned): NGN 100,000 minimum issued share capital
- Private company with any foreign shareholding: NGN 100,000,000 minimum (required for business permit and expatriate quota)
- Public company: NGN 2,000,000 minimum issued share capital
Important: Foreign-owned companies must meet the NGN100m threshold before applying for the Business Permit from the Federal Ministry of Interior and the Certificate of Capital Importation (CCI) from their commercial bank.
3. Documents and Information Required
Have the following ready before starting the CAC online application on the Companies Registration Portal (CRP):
- Two proposed company names (the CAC will conduct an availability search)
- Registered office address in Nigeria
- Nature of business / objects clause
- Details of directors (minimum 2 for Ltd) — full name, address, occupation, valid ID, signature
- Details of shareholders and shareholding structure
- Details of Company Secretary (mandatory for Public Companies)
- Means of identification: National ID (NIN), International Passport, Driver's Licence, or Voter's Card
- Passport photographs of directors, shareholders, and secretary
- Memorandum and Articles of Association (CAC provides standard templates)
- Statement of compliance signed by a legal practitioner
4. The CAC Registration Process – Step by Step
All registrations are now done online via the CAC's Companies Registration Portal (pre.cac.gov.ng):
- Step 1 — Create an account on the CAC portal and reserve your preferred company name (valid for 60 days).
- Step 2 — Complete the incorporation form, uploading director, shareholder, and secretary details and signed Memorandum and Articles of Association.
- Step 3 — Pay the statutory filing fees and stamp duty online.
- Step 4 — CAC reviews the application; queries (if any) are resolved through the portal.
- Step 5 — On approval, download the Certificate of Incorporation, Status Report, and stamped Memorandum and Articles of Association.
- Step 6 — Automatic issuance of a Tax Identification Number (TIN) by the Federal Inland Revenue Service (FIRS).
5. How Much Does Company Registration Cost in Nigeria? (2025)
The total cost is made up of CAC statutory fees, stamp duty, and professional fees. The figures below are CAC fees as published in 2025 and are exclusive of legal/agent fees.
| Item | Estimated Cost (NGN) |
|---|---|
| Name reservation | 500 – 1,000 |
| CAC filing fee – Private company (NGN1m share capital) | 10,000 |
| CAC filing fee – Each additional NGN1m of share capital | 5,000 |
| Stamp duty (FIRS) on share capital | 0.75% of share capital |
| Business Name registration | 10,000 |
| Incorporated Trustees | 20,000 |
| Certified True Copy of certificate | 5,000 |
| Legal/professional fees (typical range) | 50,000 – 500,000+ |
Realistic Budget: A wholly Nigerian-owned Ltd with the NGN100,000 statutory minimum share capital can be incorporated for roughly NGN30,000 – NGN80,000 in government fees, plus professional fees. Foreign-owned companies budgeting for the NGN100m share capital should expect stamp duty alone of NGN750,000.
6. How Long Does Registration Take?
- Name reservation: 1 – 2 working days
- Incorporation approval (no queries): 3 – 7 working days
- With queries from CAC: 2 – 4 weeks
- Business Name (simpler structure): 1 – 3 working days
7. Post-Incorporation Compliance
Incorporation is the beginning, not the end. Within the first months of operation you must:
- Register for Value Added Tax (VAT) and Company Income Tax with FIRS
- Register with the relevant State Internal Revenue Service for PAYE (employee tax)
- Register with the Industrial Training Fund (ITF), NSITF, and Pension Commission (PenCom) once you have qualifying employees
- Obtain sector-specific licences (CBN, SEC, NCC, NAFDAC, etc.) where applicable
- For foreign-owned companies: register with the Nigerian Investment Promotion Commission (NIPC) and obtain the Business Permit
- File annual returns with CAC and audited financial statements
- Maintain statutory registers, hold annual general meetings, and update CAC on changes (directors, shareholders, address)
8. Common Mistakes to Avoid
- Choosing a name too similar to an existing company — leads to rejection and wasted fees
- Underestimating share capital for foreign-owned entities (must be NGN100m)
- Skipping the legal practitioner's statement of compliance — required for Ltd companies
- Forgetting to file annual returns — leads to penalties and eventual delisting
- Using a residential address without authority — can trigger compliance issues with regulators
Conclusion
Company registration in Nigeria is now faster and more transparent than ever, thanks to the CAC's fully online portal and the modernisations introduced by CAMA 2020. Still, the choices you make at incorporation — entity type, share capital, shareholding structure, and objects clause — have lasting tax, regulatory, and commercial consequences.
At RG Castle Law Firm, we handle company incorporation end-to-end for local entrepreneurs and foreign investors: name search, drafting of bespoke Memorandum and Articles of Association, CAC filing, FIRS registration, Business Permit and CCI processing, and ongoing annual compliance. Reach out to start your registration with confidence.
By RG Castle Law Firm, Firm-wide
This guide was prepared by the corporate team at RG Castle Law Firm. We handle end-to-end company incorporation and post-incorporation compliance for local and foreign clients across Nigeria.
