Private Limited Company (LTD) Incorporation in Nigeria

Private Limited Company (LTD) Incorporation

₦60,000.00

Register Your Private Company Limited by Shares (LTD) in Nigeria with SplashDict 

By registering with the CAC, you enjoy legal protection, enhanced brand credibility, and the opportunity to open a business bank account.

  • Private Limited Company (LTD) Registration with CAC.
  • CAC Filing Fees included.
  • Tax Identification Number (TIN) included.
  • Receive Certificate of Business Name Registration.
  • Receive CAC Status Report.
  • Receive approved Memorandum and Articles of Association (MEMART).
  • Receive Share Certificate and Company Register with Initial Entries. 
  • Processing Time: 3 to 7 business days turnaround.

 

  • Minimum authorized share capital

    The minimum authorized share capital for a private limited company is ₦100,000; extra fees apply for capital above ₦1 million.

Key Features of a Private Limited Company (LTD)

  • Limited Liability: Shareholders' liability is limited to the amount unpaid on their shares, protecting personal assets from business debts.

  • Separate Legal Entity: Operates independently of its owners, able to own assets and enter contracts.

  • Private Ownership: The company can issue shares to its members, but these shares are privately transferable. Public trading or offering shares to the public is prohibited. 

  • Membership and Shareholders: A Private Limited Company in Nigeria requires at least one initial member (can be an individual or corporate body) and allows a maximum of 50 shareholders.

  • Board of Directors: Every Private company that is not a small company must appoint at least two (2) directors. Only small companies may appoint only one (1) director, while the maximum number of directors is fifteen (15).

  • Company Secretary: While it is optional for small companies, Private companies (other than small companies) are required to appoint at least one (1) qualified secretary.

  • Minimum Share Capital: The company must have a minimum authorized share capital of One hundred thousand naira (₦100,000) at the time of incorporation.

  • Taxation: The company is taxed separately from its owners, and it must comply with corporate tax laws.

  • MEMART: Private Limited Company must submit a Memorandum of Association (MOA) and Articles of Association (AOA), collectively known as MEMART, outlining the company’s objectives and internal rules.

  • Regulatory Compliance: Must comply with regulatory requirements such as filing annual returns, holding annual general meetings (AGMs), and maintaining company records.

  • Name Suffix: Upon incorporation, the company’s name must include the suffix "LTD," "Limited," or "Private Limited" to indicate its legal status as a private limited company.

  • Small Company: This company has a turnover of not more than N120 million and a net asset value of not more than N60 Million. Small companies do not have to hold annual general meetings, appoint auditors, or appoint a company secretary.

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Requirements for Private Limited Company (LTD) Registration

  • Proposed Company Names: Provide at least two options for your company name (primary and alternative).

  • Principal Business Activity: State and describe the principal activity or activities the company will engage in, classified under business objectives.

  • Registered Office Address: Provide a physical address in Nigeria for official correspondence, along with the head office address if it differs from the registered office.

  • Articles of Association: Outline the internal rules governing the company’s operations, including the management structure, rights, and obligations of directors and shareholders. (We can provide this)

  • Objects of Memorandum: Define the company's objectives and business activities, outlining the scope of operations. (We can provide this)

  • Particulars of Secretary (Optional for Small Companies): Details include - Full name, Address, Valid identification, and Signature. Private companies (other than small companies) are required to appoint at least one secretary.

  • Particulars of Director(s): Details include - Full name, Address, D.O.B, Gender, Occupation, Valid identification (e.g., National ID, Driver’s License, Passport, or Voter’s Card), and Signature.

    Only small companies may appoint only one director. Every company that is not a small company must appoint at least two directors.

  • Particulars of Persons with Significant Control (PSC): Details of individuals or entities that hold more than 25% of the company’s shares or voting rights, or otherwise exert significant influence over the company. 

  • Statement of Issued Share Capital: Provide the total number of issued shares, their nominal value, and share classes (e.g., equity or preference), with a minimum authorized share capital of ₦100,000 (One Hundred Thousand Naira Only).

  • Particulars of Shareholders (Members): Details include - Full name, Address, Occupation, Valid identification, and Signature. At least one (1) shareholder is required (maximum of 50).

  • Subscriber Details: Include the subscriber's name, address, the number of shares held, the nominal value of each share, and payment information for each share.

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Benefits of Private Limited Company (LTD) Registration

Here are the key benefits of Incorporating a Private Company Limited by shares:

  • Limited Liability Protection: Shareholders are only liable up to the amount unpaid on their shares, meaning personal assets are protected from the Company's debts or liabilities, providing a strong safety net for owners.

  • Credibility: Registration enhances the business’s professional image, improving customer trust, partnerships, and investor confidence.

  • Raising Capital: An LTD can issue shares to shareholders, attract investors, and secure loans from financial institutions to support growth.

  • Ownership Transfer: Shares can be issued or sold, enabling flexible ownership and smooth succession without disrupting operations.

  • Perpetual Existence: The company continues to exist legally even if shareholders or directors change due to death, bankruptcy, or other reasons.

  • Protection of Company Name: Registration protects the company name, preventing other entities from using it within Nigeria.

  • Tax Benefit: Small Companies with an annual turnover below ₦25 million at the end of the financial year are exempt from Company Income Tax (CIT) in Nigeria.

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Incorporate Private Company Limited by Shares (LTD) in Nigeria

Here's how SplashDict's team of CAC-accredited Chartered Secretaries can help:

  • Company Registration: Nigerian Private Company Limited by Shares (LTD) Registration with the CAC.

  • Documentation: We handle all required registration documents including MEMART. 

  • Transparent Pricing: CAC registration and Filing fees are included with no hidden charges.

  • TIN: Tax Identification Number issued upon registration.

  • Quick Turnaround: You will receive the Certificate of Registration, approved MEMART, Status Report, *Share Certificate, and *Company Register with Initial Entries within 3-7 business days.

  • Continuous Support: We assist with future compliance and statutory needs.

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