Post-Incorporation Company Filings
After the registration/successful set-up of a company, there are usually measures that must be taken by its management as part of its post-registration compliance requirements laid down by the Corporate Affairs Commission (CAC).
This article will be looking at a list of these mandatory post-incorporation filings which can lead to sanctions from punitive fines imposed by the CAC to even striking off the name of a defaulting company from the CAC company register in the event of a compliance default.
These filings are as follows :-
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- Registration of increases in Share Capital :- Which must be evidenced by a company resolution.
- Notices of changes in the company’s name
- Registration of Charges :- Charges are loans taken by a company which must be reflected in its company records and with the CAC. This comes with a 0.35% charge on the loan transaction value imposed by the CAC.
- Notices of Voluntary Striking-off :- This is simply the voluntary liquidation by a company asking the CAC to strike off its name from the register of companies.
- Annual Return Filings :- This is a foundational post-incorporation filing which must first be attended to by all businesses in Nigeria in order to make every other filing. Failure to send annual return filings to the CAC will attract default fees for each default year. Every company shall deliver an annual return to the CAC except in the year of incorporation/ 1st year of a company’s existence.
- Relisting :- This applies to companies that had their names struck off from the register of companies initially and which are seeking to be relisted.
- Same-day post-incorporation filings
- Notices of changes in the particulars of a company secretary and directors.
- Extensions of time to hold Annual General Meetings.
- Notices of Exemption :- This is for companies that fall under the exempted company category.
- Annual Reports of Foreign companies :- This is a mandatory post-incorporation filing for all foreign companies in Nigeria.
- Changes of the company’s status as a public or unlimited company (this must be done within 90 days)
- Returns on company share Allotments
- Notices of the appointment/removal of a company auditor.
Corporate Partnerships in Nigeria
Due to the Companies and Allied Matters Act (CAMA) 2020, partnerships which were formerly under the jurisdiction of statutes of general application and the partnership laws of various states of the Nigerian Federation, are now under the jurisdiction of the Corporate Affairs Commission (CAC).
This article will be dealing with the general Regulatory Framework governing partnerships as business models in Nigeria currently, with a focus on :-
– What partnerships are .
– The types of partnerships in Nigeria.
– The liability coverage applicable to each type of partnership in Nigeria.
– The requirements for the registration of partnerships in Nigeria.
What is a partnership?
A partnership is a legally binding alliance between 2 or more people geared towards the operations of a business on a profit & liability sharing basis. This differs from companies that rely mainly on share structures or guarantees.
Which businesses are best suited for partnerships in Nigeria?
The businesses best suited for partnerships in Nigeria are usually Professional service firms such as Law firms, Audit & Actuarial service firms, or companies seeking a quicker alternative to setting up a Consortium structure.
What are the types of partnerships in Nigeria?
The types of partnerships in Nigeria currently are :-
- General Partnerships :- This is a partnership involving at least 2 partners agreeing to share the assets , profits and liabilities of the business.
- Limited Liability Partnerships (LLPs) :- A partnership formed and incorporated as an entity separated from its member partners.
- Limited Partnerships :- These are partnerships with at least 1 general partner and a limited partner.
What are the registration requirements for setting up a partnership in Nigeria?
The requirements for setting up a partnership are :-
– 2 proposed names of the partnership(for limited partnerships & LLPs, the words “Limited Partnership” or “LP” and “LLP” abbreviations respectively must be attached at the end of each proposed name)
– A Business & email addresss for the partnership
– The personal information of all the partners (phone, email & birth date details)
– Valid means of Identification for all partners.
– Passport photographs of the partners.
– An executed partnership agreement.
How long does it take to register a partnership with the Corporate Affairs Commission?
The registration process for a partnership takes a period of 1 week – 1 month to be completed.