How to Register a Limited Company (Ltd) with CAC in Nigeria

A Limited Company (Ltd) is the default choice for most founders building something they intend to scale, hire into, or raise funding for. Unlike a Business Name, it creates a separate legal identity; the company can own property, sign contracts, sue and be sued, and your personal liability is generally limited to what you've invested.

Here's what registering one actually involves.

What a Limited Company actually is

A private company limited by shares, with 1 to 50 shareholders. It's a separate legal person from its owners, which is why most investors, banks, and commercial partners prefer dealing with one over a Business Name.

Best for: startups planning to raise investment, hire staff, sign significant contracts, or take on meaningful business risk.

What you need before you start

• Two proposed company names, ending in "Limited" or "Ltd".

• Full legal names, NIN, residential address, phone number, and email for every director and shareholder.

• Valid ID for all directors and shareholders- NIN card, international passport, or driver's license.

• A verifiable physical address in Nigeria (no P.O. Box).

• Details of your Persons with Significant Control (PSC), mandatory disclosure since 2022

• A Memorandum and Articles of Association (MEMART), your company's constitutional document.

• Signature specimens for directors and shareholders

• Witness information - NIN,residential address,phone number,email,signature specimen.

Share capital: what it needs to be

The minimum share capital for a standard private company is ₦100,000. Many founders register with ₦1,000,000 instead, it costs marginally more but reads as more credible to banks and partners.

Regulated sectors have their own, much higher minimums. Industry Specific Share Capital Requirements

If your company has any foreign shareholding, the minimum share capital requirement rises to ₦100 million. Read our comprehensive guide on registering a business as a foreigner

How to register- step by step

1. Reserve your company name, through the CAC portal. Once confirmed as available, it's held for 60 days.

2. Prepare your MEMART, defining your company's objects, share capital structure, and internal governance.

3. Complete the registration form, including director, shareholder and witness details, registered address, MEMART and share allotment.

4. Upload supporting documents, valid ID, passport photos, and signatures for all directors and shareholders.

5. Disclose your Persons with Significant Control (PSC).

6. Pay the applicable fee, which scales with your authorized share capital.

7. Wait for CAC review With correct documentation, this typically takes 3-14 working days.

8. Receive your Certificate of Incorporation, issued digitally.

What happens after incorporation

Your TIN is now generated automatically alongside your CAC certificate. You're exempt from annual returns in your first year; your first filing is due within 18 months of incorporation. After that, it's due every year within 42 days of your Annual General Meeting (AGM). We have an Annual returns tracker that you can find here. Annual Returns Tracker

You'll also need to maintain your statutory registers - members, directors, and share allotments.

Common mistakes that cause delays

• Choosing a name that doesn't match your stated business objects.

• Under-preparing your MEMART, or using a generic template that doesn't reflect your actual business.

• Missing or incomplete PSC disclosure.

• Mismatched NIN details across directors and shareholders.

• Unclear NIN pictures.

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Not sure what share capital or structure makes sense for your startup? Message us on WhatsApp using the button on this page we'll walk you through it before you file anything.