What Are Post Registration Services
Post-Corporate Affairs Commission (CAC) registration services refer to the various actions and filings a business must undertake after registration to remain compliant with Nigerian regulations and ensure smooth operations. Here’s a detailed explanation of these post registration services:
Filing Annual Returns
What it is:
Annual returns are mandatory filings that provide a summary of a company’s operations, structure, and financial position within a specific period.
Who it applies to:
Business Names: Must file annual returns after 18 months of registration.
Companies: Required to file annually after the financial year-end.
Incorporated Trustees: File annually to confirm their activities align with the organization’s objectives.
Why it’s important:
Failure to file annual returns may lead to penalties, legal action, or delisting by the CAC.
Process:
Complete the appropriate CAC annual return forms.
Submit the form alongside proof of payment for the filing fees.
Change of Business Name or Company Name
What it is:
Businesses or companies may opt to change their registered names due to rebranding, error correction, or other strategic reasons.
Steps involved:
Check the availability of the new name through a name reservation.
Obtain approval from CAC for the name change.
Submit a formal application with necessary documents, such as resolutions (for companies), and pay the required fees.
Update all business documents, including letterheads and agreements, with the new name.
Change of Directors, Trustees, or Partners
What it is:
Companies and incorporated trustees may need to update their records to reflect changes in their management structure.
Key details:
Addition or Removal: Appoint new directors/trustees or remove existing ones.
Resignation or Death: Update records following the resignation or death of a director/trustee.
Process:
Prepare resolutions or meeting minutes authorizing the change.
File the necessary forms with CAC, along with supporting documents.
Change of Registered Address
What it is:
Businesses may need to update their official address with the CAC due to relocation or restructuring.
Importance:
A registered address is essential for official correspondence and compliance.
Steps:
Pass a resolution (for companies) approving the address change.
File the CAC form for address change, along with evidence of the new address (e.g., utility bills or tenancy agreements).
Increase in Share Capital
What it is:
Companies may increase their share capital to attract more investors, meet regulatory requirements, or expand operations.
Regulatory requirements:
Certain sectors (e.g., banks, insurance, and oil and gas) have minimum share capital requirements that may necessitate capital increases.
Process:
Obtain a resolution from shareholders approving the increase.
File the appropriate forms with CAC and pay the relevant stamp duty to the Federal Inland Revenue Service (FIRS).
Update the company’s Memorandum and Articles of Association (MEMART) if required.
Filing of Statement of Affairs
What it is:
For companies yet to commence operations, filing a statement of affairs serves as an alternative to audited financial statements for annual returns.
Key details:
Includes basic financial and operational details.
Required for tax filings with the Federal Inland Revenue Service (FIRS).
Conversion of Business Name to Limited Liability Company
What it is:
This service enables business owners to upgrade their business name registration to a limited liability company.
Why it’s essential:
Conversion helps businesses gain access to opportunities requiring corporate status, such as loans or government contracts.
Steps:
Reserve the new name.
Apply for incorporation with CAC, ensuring compliance with share capital requirements.
Provide existing registration documents and comply with additional regulatory demands.
Filing of Special Resolutions
What it is:
Businesses and companies often pass special resolutions for significant decisions, such as mergers, capital increases, or structural changes. These resolutions must be filed with CAC.
Process:
Draft and sign the resolution.
Submit it to CAC using the relevant forms.
Change of Proprietor or Shareholders
What it is:
For a business name, this involves updating records to reflect a change in proprietorship.
For companies, it involves changes in shareholding structure.
Steps:
Obtain necessary resolutions or agreements.
Submit an application to CAC with updated ownership details.
Conversion from Limited Liability Company to Public Limited Company
What it is:
Private companies may convert to public limited companies (PLCs) to expand their scope and access public funding through shares.
Steps:
Obtain shareholder approval.
Comply with statutory requirements for PLCs, including higher share capital.
File necessary forms and update MEMART.
Cessation of Business or Liquidation
What it is:
If a business or company decides to cease operations, it must formally notify the CAC to avoid penalties.
Steps:
For business names, file a cessation notice.
For companies, appoint a liquidator and follow statutory liquidation processes.
Amendment of Memorandum and Articles of Association (MEMART)
What it is:
Companies may amend their MEMART to reflect changes in objectives.
Process:
Pass a special resolution.
Submit the updated MEMART to CAC for approval.
Registration of Charges
What it is:
When companies secure loans using their assets as collateral, the charge (security interest) must be registered with CAC.
Why it’s important:
It ensures the lender’s claim is legally recognized.
Steps:
File the charge registration form.
Attach details of the lender, borrower, and collateral.
Filing of Litigation or Court Orders
What it is:
Court orders impacting a company or business, such as changes in management or ownership, must be filed with CAC.
By handling these post-registration services effectively, businesses and companies can maintain compliance, avoid penalties, and ensure smooth operations.
Here are additional post-Corporate Affairs Commission (CAC) registration services that companies and businesses may require:
Request for Status Report
What it is:
A status report provides detailed information about a company’s current state, including its directors, shareholders, shareholding structure, and financial standing.
Why it’s needed:
To respond to regulatory inquiries.
For use in legal or business transactions, such as mergers or partnerships.
Process:
Complete the CAC status report form.
Submit to CAC with the applicable fees.
Changes in Details of Directors
What it is:
Updates may be required when a director’s details (e.g., name, address, or occupation) change.
Why it’s important:
CAC records must reflect the current and accurate details of all directors for transparency and compliance.
Steps:
File a resolution approving the update (if applicable).
Fill out and submit the appropriate CAC form.
Attach supporting documents, such as an affidavit or proof of the change.
Changes in Shareholder Details
What it is:
This involves updating CAC records to reflect changes in the personal details of shareholders, such as a name change or address update.
Why it matters:
Keeping accurate records ensures compliance and facilitates smooth communication between the company and its shareholders.
Process:
Submit the required CAC form for shareholder updates.
Attach documentation supporting the changes (e.g., legal evidence of a name change).
Changes in Persons with Significant Control (PSC)
What it is:
Persons with Significant Control (PSC) are individuals or entities that own or control at least 5% of a company’s shares or voting rights. Updates may be required when there are changes in PSC details or status.
Why it’s important:
Transparency in ownership.
Compliance with Nigeria’s anti-money laundering regulations.
Steps:
Notify CAC within 14 days of any changes.
Complete and submit the PSC notification form.
Provide supporting documentation, such as updated ownership records.
Change of Company Secretary
What it is:
This involves updating the company’s records when a secretary is replaced or resigns.
Importance:
The company secretary is a vital officer responsible for ensuring regulatory compliance and managing board meetings.
Steps:
Obtain a board resolution approving the change.
File the appropriate CAC form for change of secretary.
Attach documentation, including the resignation letter (if applicable) and acceptance of appointment by the new secretary.
Restoration of Deregistered Companies
What it is:
Companies that have been deregistered for non-compliance can apply for restoration to the CAC register.
Steps:
File an application for restoration, stating reasons and providing evidence of compliance.
Pay the required penalties and fees.
By efficiently managing these post registration services, businesses can maintain compliance with Nigerian regulations, foster transparency, and support their growth objectives.
For any of these post registration services, you can contact us.
Adebayo Oluwole is a seasoned chartered accountant and a member of Chartered Institute of Taxation of Nigeria with over twenty years of experience. His expertise cuts across accounting, auditing and taxation. He has helped hundreds of individuals translate their dreams into reality by offering them pre and post registration services. His focus is to help SMEs grow in the marketplace.