Post-incorporation company filings
After successful registration/establishment of a business, action usually needs to be taken by its management as part of its post-registration compliance requirements set by the Corporate Affairs Commission (CAC).
This article will examine a list of such mandatory post-incorporation filings that can result in penalties ranging from punitive fines imposed by the CAC to the removal of a failing company’s name from the CAC Companies Registry for non-compliance.
These deposits are as follows:-
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- Registration of increase in To share Capital :- Which must be evidenced by a company resolution.
- Company name change notice
- Registration of Charges :- Fees are loans contracted by a company which must be reflected in its accounting books and with the CAC. This comes with a charge of 0.35% on the value of the loan transaction imposed by the CAC.
- Notice of Voluntary Radiation :- This is simply voluntary liquidation by a company asking the CAC to remove its name from the companies register.
- Annual Come back Deposits :- This is a fundamental post incorporation filing which must first be taken care of by all companies in Nigeria in order to make all other filings. Failure to send annual returns to ACC will result in default charges for each year of default. Every company must submit an annual report to the CAC, except the year of incorporation / the 1st year of existence of a company.
- Re-sale :- This applies to companies whose name was originally removed from the Companies Registry and are applying to be re-registered.
- Same-day post-incorporation filings
- Notice of modification of the coordinates of a secretary and directors of the company.
- Extension of the deadlines for holding annual general meetings.
- Notice of Exemption :- This is for businesses that fall under the category of exempt businesses.
- Annual Reports of Foreign companies :- This is a mandatory post incorporation filing for all foreign companies in Nigeria.
- Change of company status to public limited company or unlimited liability (this must be done within 90 days)
- Performance of the shares of the company Allocation
- Notice of appointment/revocation of a company auditor.
Business Partnerships in Nigeria
Due to the Companies and Related Matters Act (CAMA) 2020, partnerships which were previously under the jurisdiction of laws of general application and partnership laws of various states of the Nigerian Federation, are now under the jurisdiction of the Corporate Affairs Commission (CAC) .
This article will discuss the general regulatory framework governing partnerships as business models in Nigeria currently, with a focus on:-
– What are partnerships?
– Types of partnerships in Nigeria.
– Liability coverage applicable to each type of partnership in Nigeria.
– The conditions for registering partnerships in Nigeria.
What is a Partnership?
A partnership is a legally binding alliance between 2 or more people directed towards the operations of a business on a basis of shared benefits and liability. This differs from companies that rely primarily on equity structures or guarantees.
Who companies are better adapted for partnerships in Nigeria?
Companies best suited for partnerships in Nigeria are usually professional services firms such as law firms, auditing and actuarial services firms or companies looking for a faster alternative to setting up establishment of a consortium structure.
What are the types of partnerships in Nigeria?
The types of partnerships in Nigeria are currently:-
- General Partnerships :- It is a partnership involving at least 2 partners agreeing to share the assets, profits and liabilities of the company.
- Limit Responsibility Partnerships (LLP) :- A partnership formed and incorporated as an entity separate from its member partners.
- Limit Partnerships :- These are partnerships with at least 1 general partner and one sponsor.
What are the registration terms for setting at the top a partnership in Nigeria?
The requirements for setting up a partnership are:-
– 2 proposed names of the partnership (for limited partnerships and LLPs, the words “Limited Partnership” or the abbreviations “LP” and “LLP” respectively must be appended to the end of each proposed name)
– A Professional and e-mail addresses for the partnership
– The personal information of all partners (telephone, email & date of birth)
– Means of identification valid for all partners.
– Identity photographs of partners.
– A signed partnership agreement.
How long Is this take at Register a Partnership with the Company Business Commission?
The partnership registration process takes a period of 1 week to 1 month to complete.