How to Register a Limited Liability Company in Nigeria: Step-by-Step Guide (2026)
A limited liability company is the most powerful business structure available to Nigerian entrepreneurs. It gives you a separate legal identity, protects your personal assets from business debts, allows you to bring in investors and shareholders, makes you eligible for government contracts, and positions your business to access the formal financial system on the strongest possible terms.
In 2026, registering a private limited company in Nigeria takes 3 to 14 working days — entirely online. This guide walks you through every step, every document, every cost, and the 2026 updates that every company founder needs to know before filing.
What is a limited liability company in Nigeria?
A Private Limited Liability Company (Ltd) in Nigeria is a company incorporated under the Companies and Allied Matters Act (CAMA) 2020 in which the liability of each shareholder is limited to the value of their unpaid shares. It is a separate legal entity — distinct from its owners — that can own property, enter contracts, sue and be sued, and continue to exist regardless of changes in its shareholders or directors. It is the most common corporate structure for serious Nigerian businesses.
Key Features of a Nigerian Private Limited Company
| Feature | Details Under CAMA 2020 |
|---|---|
| Minimum directors | 1 director for small companies; 2 directors for all other private companies |
| Maximum shareholders | 50 shareholders for a private company |
| Minimum share capital | ₦100,000 for standard private companies. Regulated sectors require higher minimum capital — e.g. travel and tour companies ₦30 million, microfinance banks ₦200 million+ |
| Company Secretary | Not mandatory for small private companies under CAMA 2020, but strongly recommended for governance and compliance |
| Registered office | Must have a registered address in Nigeria — a PO Box is not acceptable |
| Annual General Meeting (AGM) | Small companies may dispense with AGM under CAMA 2020 — but must still file annual returns |
| Share transfer restriction | Private companies must restrict the right to transfer shares — this is contained in the Articles of Association |
| 2026 update: RC Number = TIN. Your company’s CAC Registration Number automatically serves as your Tax Identification Number from 1 January 2026 — no separate NRS registration required. | |
Documents Required for Company Registration
- Two proposed company names — unique, not deceptively similar to existing names. Must include a legal ending: “Limited” or “Ltd”
- Memorandum and Articles of Association (MEMART) — the company’s constitutional document. Defines the company’s objects, share capital structure, rights of shareholders, and internal governance rules. EBC Consults drafts MEMART specifically for each client’s business model
- Form CAC 1.1 — the primary application form containing company and director details
- Statement of Share Capital and Return of Allotment (Form CAC 7)
- Valid ID for all directors and shareholders — NIN card, international passport, or driver’s licence
- NIN for all directors and shareholders
- Passport photographs of all directors
- Registered office address — proof of address may be requested
- Director’s consent — each director must consent in writing to their appointment
- Persons with Significant Control (PSC) information — mandatory from 2022, fully enforced 2026. Any individual owning more than 25% of shares or voting rights must be disclosed
The Memorandum and Articles of Association is the most critical document in your company registration. It defines what your company can do (its objects), how its shares are structured, and how it is governed. A generic MEMART drafted too narrowly will prevent you from conducting certain business activities. A MEMART drafted too broadly may invite regulatory scrutiny. EBC Consults drafts MEMART specifically tailored to each client’s business model and anticipated growth path.
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EBC Consults handles the complete incorporation process — name search, MEMART drafting, CAC portal submission, PSC compliance, and certificate delivery. Our clients typically receive their certificate within 5–10 working days of engaging us.
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How to Register a Limited Company in Nigeria — Step by Step
Search and Reserve Your Company Name
Go to icrp.cac.gov.ng and use the real-time name search. Reserve your preferred name by paying the ₦1000 name reservation fee. The reservation is valid for 60 days. Your company name must end in ‘Limited’ or ‘Ltd’. Ensure your proposed name does not contain restricted words — ‘Bank’, ‘Insurance’, ‘Trust’, ‘Microfinance’, ‘Mortgage’ all require prior approval from the relevant regulator.
Draft Your MEMART
The Memorandum and Articles of Association must be tailored to your specific business activities and share structure. It must comply with the CAC’s requirements under CAMA 2020. EBC Consults drafts MEMART for all company types — standard private companies, holding companies, special purpose vehicles, and regulated businesses requiring specific objects clauses.
Complete CAC Pre-Incorporation Forms
On the CAC portal, complete all required forms: Form CAC 1.1 (application and company particulars), particulars of all directors and shareholders, statement of share capital, and declaration of compliance. Disclose all Persons with Significant Control (PSC) — this is now mandatory at the point of incorporation.
Pay Registration Fees
Pay the applicable CAC registration fee based on your share capital, plus stamp duty. For share capital up to ₦1 million, the combined CAC fee and stamp duty is approximately ₦19,500–₦20,000. For higher share capitals, stamp duty is calculated at 0.75% of the share capital above the first million.
Submit Application and Track
Submit your completed application through the CAC portal. Your application enters the CAC review queue. Processing takes 3 to 14 working days for correctly submitted applications. EBC Consults tracks all client applications and responds to any CAC queries on your behalf to prevent delays.
Download Certificate and Documents
Upon approval, log into your CAC dashboard and download: your Certificate of Incorporation, Status Report, Form CAC 1.1 (company particulars), and your TIN certificate or confirmation. These digital documents are legally valid originals. Securely back up all files — you will need them repeatedly throughout your company’s life.
Company Registration Cost — Complete 2026 Breakdown
| Cost Component | Amount | Notes |
|---|---|---|
| Name reservation | ₦1000 | Per name reservation on CAC portal |
| CAC registration fee (share capital ≤₦1m) | ₦10,000 | Official CAC fee — May 2025 gazette |
| Stamp duty (share capital ≤₦1m) | ₦8,500 | First ₦1m of share capital |
| Additional stamp duty | ₦7,500 per additional ₦1m | 0.75% of share capital above first ₦1m |
| MEMART drafting and professional fees | ₦80,000 – ₦120,000 | EBC Consults all-in fee — varies by complexity |
| Total — DIY (share capital ₦1m) | ₦19,000 | Official fees only — no professional help |
| Total — with EBC Consults (share capital ₦1m) | ₦100,000 | Full service — name to certificate |
Post-Incorporation — What to Do Immediately After Registration
- Open a corporate bank account — take your Certificate of Incorporation, Status Report, MEMART, and TIN to your preferred bank. Most banks require a minimum opening deposit and a board resolution authorising account opening
- Verify your TIN — confirm your RC Number is active as your TIN on the NRS TaxPro-Max portal at taxpromax.gov.ng
- Register for VAT — if annual turnover will exceed ₦25 million, register with the NRS for VAT collection and remittance
- Register your brand as a trademark — see our trademark registration guide. CAC registration does not protect your brand name — only NIPO trademark registration does
- Apply for sector-specific permits — most regulated industries (fintech, healthcare, food, telecoms) require additional licences beyond CAC registration. See our Regulatory Permits guide
- Maintain your statutory registers — keep your register of members, register of directors, and register of charges updated at all times
Frequently Asked Questions — Company Registration Nigeria
Incorporate your Nigerian company the right way — EBC Consults
EBC Consults handles every aspect of company incorporation in Nigeria — name search, MEMART drafting tailored to your business model, PSC compliance, CAC portal submission, application tracking, and certificate delivery. We also advise on post-incorporation obligations so your company stays compliant from day one.
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📥 Download our free 2026 Nigeria Business Compliance Calendar — all CAC and regulatory deadlines
