Checklist Regist Limited Liability Company

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GENERAL CHECKLIST OF REQUIREMENTS FOR REGISTRATION OF A LIMITED
LIABILITY COMPANY.
1.
2.
The proposed Name of the Limited Liability Company? I usually
recommended that you choose two names in the order of preference and in
the even that the first name is not accepted for registration.

………………………

……………………..
The nature of the principal businesses that the company will be engaged in?
I.
II.
III.
IV.
3.
The business of ……………………………
The business of ……………………………
The business of …………………………….
I will include ancillary businesses.
The proposed share capital for the company?

Nigerian Law expects a limited liability company to have a minimum
share capital of N10,000 (Ten Thousand Naira), which in real terms
is not very competitive. Also, in terms of costs, the differences are
nominal as a company with a share capital of N10,000 (Ten Thousand
Naira) pays a stamp duties charge of about N1,150 whilst a company
with a share capital of N1Million pays a stamp duty charge of about
N16,700.

The official registration fees to expect include:
(I.)
Filing fees of N5,000 (Five Thousand Naira) for every
N1Million share capital. Where the share capital of the
company is under N1Million, the same sum of N5,000 is paid.
(II.)
Stamp duties are accessed at the rate of N3.00 charge on
every share capital of N200 (Two Hundred Naira). Thus, for
a company with a share capital of N1Million, the estimated
stamp duty charge should be N16,700.
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4.
5.
(III.)
Filing and obtaining certified true copies of the company’s (I)
Memorandum and Articles of Association; (ii) Particulars of
Directors and Shareholders, is in the region of about
N10,000 (Ten Thousand Naira).
(IV.)
Incorporation forms and other sundry out-of-pocket
expenses should attract a charge of about N20,000 (Twenty
Thousand Naira).
(V.)
I charge the sum of N100,000 (One Hundred Thousand
Naira) as professional fees. This is principally because of the
bureaucracy in the registration system though there is a
claim by the Corporate Affairs Commission that for a special
charge of N50,000 (Fifty Thousand Naira), in addition to the
other charges, a same day registration of a company is
permissible.
(VI.)
The time frame for delivery is between two weeks and a
month.
The names and addresses of the first Directors of the company?
a.
Chief ………………………………
b.
Mrs. ……………………………….
c.
Mr. ………………………………….

Note that a new company must have a minimum of two Directors and
Shareholders at all times.
The names and addresses of the first Shareholders of the proposed
company? In what percentages are the shares of the company to be
distributed amongst the Shareholders?
I.
Chief ……………………………… (……………… Ordinary Shares)
II.
Mrs. ………………………………. (………………… Ordinary Shares)
III.
Mr. …………………………………. (…………………. Ordinary Shares)
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6.
The registered office address for the company?
7.
Simultaneously with the above, it is sometimes advisable for the
Shareholders to also have a Joint Venture Agreement. This Agreement
should specify amongst others (I) the mode of subscription for shares in
the company; (II) Board composition; (III) Quorum at meetings; (IV)
Executive actions requiring super majority vote, etc.
8.
Technical Services or Licensing Agreement. This requires registration with
the National Office for Technology Acquisition.
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