By Seyi Babalola
What does it signify when a company is struck off by CAC? In Nigeria, when a company is “struck off” by the Corporate Affairs Commission (CAC), it indicates it has been removed from the list of active firms.
Legally, the company ceases to exist. When you look for the name of such a corporation on the CAC site, it won’t be found.
Many Nigerian business owners are unaware that this might happen until they go to open a bank account or bid on a contract and are told, “Your company has been delisted.”
To establish a company correctly with the Nigerian Corporate Affairs Commission (CAC) and avoid delisting, complete these six procedures based on the provisions of the Companies and Allied Matters Act (CAMA).
1. Select a Unique Business Name.: Select two distinct company names and check their availability on the CAC online portal (icrp.cac.gov.ng). Names must not be identical to existing entities, misleading, or prohibited under Section 30 of CAMA 2020. Reserve the approved name for 60 days for a fee of ₦500.
2. Prepare Memorandum and Articles of Association (MEMART): Draft the Memorandum of Association (outlining business objectives, share capital, and registered address) and Articles of Association (detailing internal governance rules). These documents must comply with Sections 27 and 28 of CAMA 2020 and be signed by promoters. Templates are available on the CAC portal.
3. Declare Share Capital: Specify the company’s authorised share capital (minimum ₦100,000 for private companies). Higher share capital increases filing fees and stamp duty. This is a statutory requirement under Section 27(2) of CAMA 2020.
4. Appoint Directors and Shareholders: Provide details of at least two directors (one for small companies) and at least one shareholder, including names, addresses, occupations, and identification documents (e.g., national ID or passport). Directors must be at least 18 years old and of sound mind, per Sections 20 and 271 of CAMA 2020.
5. Submit Registration Documents: Complete and submit CAC Form CAC1.1, MEMART, director and shareholder details, notice of registered address, and a statement of compliance via the CAC online portal (icrp.cac.gov.ng). Pay the required filing fees and stamp duty, which vary based on share capital.
6. Obtain Certificate of Incorporation and Comply Post-Registration: Upon approval, the CAC issues a Certificate of Incorporation, confirming legal existence. Post-registration, register for a Tax Identification Number (TIN) with the Federal Inland Revenue Service (FIRS), obtain necessary permits, and file annual returns within 42 days of the company’s anniversary to avoid delisting.
To prevent delisting, businesses must submit yearly forms, reveal Persons with Significant Control (PSC), and pay fees on schedule.
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