How to keep your company from being delisted — CAC

The Corporate Affairs Commission (CAC) has warned Nigerian business owners to take compliance seriously or risk having their companies delisted from its register.

The Commission explained that the ongoing exercise, known as striking off, removes inactive companies from its records, making them non-existent in the eyes of the law. Many entrepreneurs, it noted, only discover their companies have been struck off when applying for loans, seeking investment, or bidding for contracts.

To guide business owners, the CAC outlined key steps that must be followed to maintain an active legal status under the Companies and Allied Matters Act (CAMA) 2020:

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1. Choose a Unique Business Name
   Propose at least two distinct names and check their availability on the CAC portal. Under Section 30 of CAMA 2020, names that are identical, misleading, or prohibited will not be approved. Approved names can be reserved for 60 days for a fee of N500.
2. Prepare Required Documents
   Businesses must provide a Memorandum of Association (stating objectives and share capital) and Articles of Association (covering governance rules). These documents, in line with Sections 27 and 28 of CAMA 2020, must be signed by the promoters.
3. Declare Share Capital
   Every company must state its authorised share capital. The law requires a minimum of N100,000 for private companies, with higher share capital attracting additional filing fees and stamp duty.
4. Appoint Directors and Shareholders

A minimum of two directors—or one in the case of small companies—and at least one shareholder are required. Directors must be at least 18 years old and of sound mind, as provided in Sections 20 and 271 of CAMA 2020.

5. Submit Registration Forms
   All registration forms, including Form CAC1.1, as well as details of directors, shareholders, and governance documents, must be uploaded through the CAC portal, along with proof of payment for applicable fees and duties.
6. Stay Compliant After Registration
   After receiving the Certificate of Incorporation, companies must register for a Tax Identification Number (TIN) with the Federal Inland Revenue Service (FIRS) and obtain relevant operating permits. Most importantly, they must file annual returns within 42 days of their incorporation anniversary to avoid being delisted.
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