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BUSINESS REGISTRATION OPTIONS

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Other Types of Registration

In addition to the above, there are other types of company registration in Nigeria listed below.

A limited liability partnership (LLP) is a special type of legal entity created under the CAMA 2020. It is different from registering as a partner under a business name because it offers separate liability protection. In an LLP, individuals and companies can become partners, but there are certain conditions. They should not have been declared mentally unfit by a court or have unresolved bankruptcy issues.

To form an LLP, you need at least two or more people who want to run a legal business to make a profit. They must sign an official document and pay the required fees as instructed by the Commission. These steps ensure that the LLP is properly registered and follows the applicable rules.

Business Name Registration is suitable for individuals or partnerships operating under a specific business name. It is a simpler and less regulated form of registration, ideal for small businesses and sole proprietorships.

Incorporated Trustees, while similar to companies limited by guarantee, are distinct entities formed without requiring the consent of the Attorney General. They have specific objectives that are not primarily focused on profit maximization, making them suitable for nonprofit organizations, foundations, and charitable entities.

TYPES OF BUSINESS/COMPANY REGISTRATIONS IN NIGERIA

When starting a business in Nigeria, it is important to understand the various types of company registration available under the provisions of the Companies and Allied Matters Act (CAMA) 2020. It is imperative to note that each type of registration carries distinct characteristics and benefits that cater to different business objectives and legal requirements. In this write-up, we will explore the different types of company registration in Nigeria and shed light on their unique features.

  • Company Limited by Shares:

    A company limited by shares is the most common type of business entity in Nigeria. In this structure, the financial liability of the members is limited to the value of their shares. Shareholders are protected from personal liability in case the company faces insolvency or winding up. This type of company is suitable for businesses aiming to generate profits and distribute dividends to shareholders.

  • Company Limited by Guarantee:

    Unlike a company limited by shares, a company limited by guarantee focuses on non-profit objectives. The financial liability of the members, known as guarantors, is limited to the amount they guarantee to contribute to the company's assets. This amount, which cannot be less than N100,000, is only demanded if the company becomes insolvent. These companies are formed for the promotion of commerce, art, science, religion, sports, culture, education, research, charity, or similar objectives. They are exempted from paying taxes and do not distribute profits to their members.

  • Unlimited Liability Company:

    An unlimited liability company does not limit the financial liability of its members. In the event of insolvency, members' personal assets may be used to settle the company's debts. Members have joint and non-limited obligations to contribute to the company's assets, ensuring its financial liabilities are covered. This type of company is suitable for businesses where members are willing to bear the risk of unlimited liability in exchange for greater control and flexibility.

Private and Public Companies:

The above-mentioned types of companies can be registered as either private or public companies, each with its own set of characteristics and regulatory requirements.

A private company restricts the transfer of its shares and limits the maximum number of members to 50 (excluding joint shareholders). It cannot invite the public to subscribe for its shares or debentures, unless authorized by law. Private companies enjoy certain benefits, such as less regulatory scrutiny and greater privacy in their operations.

A public company, on the other hand, has no maximum limit on the number of members and is subject to additional regulations. It must comply with the provisions of the Investment and Securities Act (ISA) and the rules and regulations of the Securities and Exchange Commission (SEC) when inviting the public to subscribe for its shares or debentures. Public companies are more closely regulated and often choose to go public to access capital markets and expand their operations.

 

Other Types of Registration

In addition to the above, there are other types of company registration in Nigeria, including Limited Liability Partnerships (LLPs), Business Name Registration, and Incorporated Trustees.

  • Limited Liability Partnerships (LLPs)

    A limited liability partnership (LLP) is a special type of legal entity created under the CAMA 2020. It is different from registering as a partner under a business name because it offers separate liability protection. In an LLP, individuals and companies can become partners, but there are certain conditions. They should not have been declared mentally unfit by a court or have unresolved bankruptcy issues. To form an LLP, you need at least two or more people who want to run a legal business to make a profit. They must sign an official document and pay the required fees as instructed by the Commission. These steps ensure that the LLP is properly registered and follows the applicable rules.

  • Business Name Registration

    Business Name Registration is suitable for individuals or partnerships operating under a specific business name. It is a simpler and less regulated form of registration, ideal for small businesses and sole proprietorships.

  • Incorporated Trustees

    Incorporated Trustees, while similar to companies limited by guarantee, are distinct entities formed without requiring the consent of the Attorney General. They have specific objectives that are not primarily focused on profit maximization, making them suitable for nonprofit organizations, foundations, and charitable entities.

In conclusion, choosing the right type of company registration is essential for establishing a successful business in Nigeria. By understanding the distinct features and benefits of each type, entrepreneurs can align their objectives with the appropriate legal structure. Seeking professional advice and complying with the relevant regulations will ensure a smooth and compliant registration process.