LegalBizPro - CAC Business Guides

Most entrepreneurs treat their Memorandum and Articles of Association (MEMART) the way they treat a phone's terms of service. For them, it's something to scroll past and sign. It is filed with CAC, a certificate comes back, and nobody looks at it again until something goes wrong: a shareholder wants out, or the company tries to enter a new line of business and hits a wall nobody expected. The fact is that the wall was there from day one, sitting quietly inside the MEMART. The Objects Clause: From Strict Requirements to Some Default Freedom   Under the old Companies and Allied Matters Act (CAMA 1990), a company's Memorandum had to list its objects, which was essentially the specific businesses it was allowed to carry on. Step outside that list, and the company was acting ‘ultra vires,’ beyond its legal powers. As a result, older MEMARTs were often stuffed with long, sweeping lists of possible business activities. Lawyers padded the objects clause defensively, trying to cover...

         Image Credit : dreamstimes.com If you're setting up a non-profit in Nigeria, there are two popular options you'll come across at the Corporate Affairs Commission (CAC): Incorporated Trustees (IT)  and Company Limited by Guarantee (CLG).  Both of them lead to organisations with non-profit structures, both are registered with the CAC, and both are used for charitable, religious, educational, or social work, which is exactly why people confuse them.  Knowing the differences between the two matter. Keep reading to learn what sets them apart.  What Are Incorporated Trustees (IT)? Incorporated Trustees is the structure most people mean when they say “I want to register a non-profit” or "I want to register an NGO ." It is governed by Part F of the Companies and Allied Matters Act (CAMA) 2020 and is built specifically for non-profits, such as NGOs, churches, mosques, foundations, clubs, and professional or community associations. Note :...

         Image Credit: A Screenshot of CAC Certificate During business, company, or any other kind of registration on the Corporate Affairs Commission (CAC) online portal, few things can go wrong. However, none are quite as frustrating as having funds deducted from your bank account while the portal continues to display "Unpaid," "Pending," or "Payment Failed." This issue is one of the most common technical glitches faced by applicants in Nigeria, and most users think the best way to solve the issue is making another payment. How wrong! Before you panic and make another payment, here is why this error occurs and the step-by-step process to get your transaction verified and moving forward. Why Payment Mismatches Happen When you initiate a payment on the CAC portal, three separate systems interact: your bank, the payment gateway (Remita), and the CAC portal database. A status mismatch usually happens due to: Network Timeouts : This is a typical occurrence w...

        Image Source: istock In Nigeria, the appointment, resignation, or removal of a company director is governed by the Companies and Allied Matters Act (CAMA 2020) and administered through the Corporate Affairs Commission (CAC) ICRP online portal. Under Section 288 of CAMA, companies must notify the CAC within 14 days of any change to their board of directors. Prerequisites Before Filing Before initiating a change on the CAC post-incorporation portal, ensure your company has met or follows these legal requirements: Updated Annual Returns : Ensure your company has no outstanding annual returns with the CAC.  Minimum Board Requirement : While the law spells out categories of people entitled to meetings, a private company must retain the required minimum number of directors (at least 1 for small companies, 2 for public/standard entities). Internal Corporate & Legal Procedure Whether changing, replacing, or removing a director, due process must be...

         Image Credit: istock Because Nigeria is one of the biggest economies in Africa and the world, foreign investors want a piece of the action. But can a company from another country operate in Nigeria and actually do business? The short answer is yes; but there are rules to follow. Keep reading!  The Basic Rule Under Nigerian law, any foreign company that wants to carry on business in Nigeria must first register a local company with the Corporate Affairs Commission (CAC). This is stated clearly in the Companies and Allied Matters Act (CAMA).  In other words, a foreign business cannot simply open an office and start trading. It must become a Nigerian company, even if it's owned by non-Nigerians. This means the foreign business usually sets up a Nigerian subsidiary, which is treated as a separate legal entity from the parent company abroad. Steps a Foreign Business Entity Must Take Reserve a company name with the CAC. Incorporate a company in...

         Image Credit: Yulia Kavenishikova You remember contacting an accredited agent to handle your business registration and now, years later, you cannot find your company's CAC documents. This can feel stressful, especially if you need them urgently for a bank transaction, a contract or a licence renewal.  The good news? Losing such documents isn't the end of the world. The Corporate Affairs Commission (CAC) keeps official records of every registered company, and there are clear steps you can follow to recover your lost documents.  Common CAC Documents People Lose Certificate of Incorporation  Memorandum and Articles of Association (MEMART)  CAC status report or company search report  Share certificates Other statutory forms Whatever the document is lost, the CAC usually holds a digital record to help you recover vital details of your business.  Steps to Recover Lost CAC Documents   Confirm Your Business/Company Detai...