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. PAGE 2 OF 3 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) PAGE 3 OF 3 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.