Private Limited Company (LTD) Incorporation in Nigeria

Private Unlimited Company Incorporation

₦60,000.00

Register Your Nigerian Private Company Unlimited by Shares with the CAC

A private unlimited company is a corporate structure where, unlike limited companies, shareholders have unlimited liability for the company’s debts. This means that if the company faces insolvency, shareholders may need to cover the shortfall using personal assets. Despite being incorporated, this structure is most comparable to a sole trader or general partnership due to the absence of liability protection for shareholders.

Unlimited companies are ideal for owners who prioritize privacy, as they are generally exempt from filing public financial statements, a significant contrast to limited companies. Shareholders' contributions are based on shareholdings, but in financial distress, shareholders may be called upon beyond their initial investment, especially if other shareholders cannot fulfill their share of liabilities.

Upon completing your order, you’ll be redirected to submit your information to process your registration.

  • Compare Our Packages

    Our Standard package provides essential formation documents, while the Pro package includes advanced features and ongoing support.

    Compare our Unlimited Company Registration Packages:

    Standard Package
    ₦60,000
    - Private Unlimited Company Registration with CAC.
    - CAC Filing Fees included.
    - Tax Identification Number (TIN)
    - Digital copy of Certificate of Incorporation.
    - Digital copy of approved Memorandum & Articles of Association.
    - Digital copy of CAC status report.
    - Digital copy of Company Register.
    - 3 to 7 business days delivery.
    Pro Package
    ₦150,000
    Includes everything in the Standard Package, plus:
    - Full Company Secretary
    Service (1 Year).
    - Printed copy of all Company Documents.
    - Delivery of Company Seal.
    - Business Bank Account Opening Assistance.
    - VAT and PAYE Registration assistance.
    - Priority Customer Support.

    *Select Your Package

    Choose from our two company incorporation packages:

    Members

    Members are your company’s shareholders, and you can register up to 50. Extra charges apply if you have more than 10 initial shareholders.

    • Included in base price

Our Process

Experience a hassle-free registration process with SPlashDict:

Choose a Package

Select a package, add to cart, and complete secure online payment.

Provide Information

Fill out our simple online form with your business details.

We Process Your Application

We'll prepare and file the necessary documents with the CAC.

Receive Documents

Get your completed business entity package.

Register Private Company Unlimited by Shares (LTD) in Nigeria

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

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

  • Documentation Preparation: Our experts handle all necessary registration documents.

  • Business Name Search and Reservation: We check availability and secure your desired company name.

  • CAC Filing Fee Included: No hidden costs, everything is included in the package price.

  • First Board Meeting Minutes Provided: We will prepare the legally required meeting minutes for your first board meeting.

  • Submission and Processing: We ensure all requirements are met and manage the submission process for efficient approval by the CAC.

  • Tax Identification Number (TIN) Assistance: Issued upon incorporation.

  • Essential Documents Delivery: Receive your Certificate of Incorporation, Approved Memorandum & Articles of Association (MEMART), and Status Report.

  • Company Secretarial Support: Ongoing assistance with statutory requirements and filings.

Let's Get Started

Requirements for Private Unlimited Company Registration

Here are the requirements for Incorporating a Private Company Unlimited by Shares with the CAC:

  • Two (2) proposed company names in order of preference (1st choice and an alternative).

  • Business Objectives: Classification and description of the company’s objectives.

  • Address, phone number, postal address, and email of the company.

  • Details of Directors, Members, witness, and secretary (optional) such as name, occupation, address, phone number, email, valid means of identification, passport photograph, and signature.

    At least one named shareholder and one director who is resident in Nigeria must be present. It is acceptable for the same person to act in both capacities.

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

  • MEMART: Defines the company’s objectives and activities (Memorandum) and outlines its internal rules, management, and member rights (Articles of Association).

  • Statement of Liability: A declaration stating that the liability of the members is unlimited, meaning their personal assets may be at risk in the event of the company’s insolvency.

Features of a Private Unlimited Company

How Does a Private Company Unlimited by Shares Work?

  • Unlimited Liability: Unlike limited companies, members (shareholders) of a private unlimited company have unlimited liability.

    This means that if the company is wound up, the personal assets of the shareholders may be used to cover the company's debts and liabilities.

  • Separate Legal Entity: An unlimited company is a separate legal entity from its shareholders. It can own assets, enter contracts, sue, and be sued independently of its owners.

  • Privacy of Financial Information: Unlike limited companies, unlimited companies generally are not required to publicly file their financial statements, allowing for greater privacy regarding their financial affairs.

  • Ownership: The number of members and debenture holders is capped at fifty. It can also be a single-member company, offering flexibility in ownership structure.

  • Share Capital and Shares: There are no minimum or maximum share capital restrictions for an unlimited company. It can issue shares to raise capital, but they are privately held and cannot be publicly traded on stock exchanges.

  • Annual General Meetings (AGMs): Unlimited companies are required to hold AGMs unless they are single-member companies.

  • Board of Directors: An unlimited company must have at least one director, with a maximum of 15 directors.

  • MEMART: The company’s memorandum and articles of association (MEMART) are required to define its structure, objectives, and internal governance. This document outlines the relationship between shareholders and directors.

  • Name Suffix: Unlike limited companies that must include "Limited" or "Ltd" in their name, unlimited companies in Nigeria are not required to include a name suffix, further differentiating them from their limited counterparts.

Full Company Incorporation Services

Unlimited Company Incorporation Package

Find the best package to start your Company:

Standard Package
₦60,000
- Private Unlimited Company Registration with CAC.
- CAC Filing Fees included.
- Tax Identification Number (TIN)
- Digital copy of Certificate of Incorporation.
- Digital copy of approved Memorandum & Articles of Association.
- Digital copy of CAC status report.
- Digital copy of Company Register.
- 3 to 7 business days delivery.
Pro Package
₦150,000
Includes everything in the Standard Package, plus:
- Full Company Secretary
Service (1 Year).
- Printed copy of all Company Documents.
- Delivery of Company Seal.
- Business Bank Account Opening Assistance.
- VAT and PAYE Registration assistance.
- Priority Customer Support.
Register Now

Benefits of Private Unlimited Company Registration

Incorporating as a Private Company Unlimited by Shares offers several key advantages:

  • Privacy: Unlike publicly traded companies, unlimited companies are not required to disclose as much financial information.

    This lets them keep their financial records and shareholder dividends private, protecting sensitive business details from competitors.

  • Separate Personality: Once a company is incorporated, it becomes an independent legal entity that can sue and be sued and own assets separate from that of the company's owner(s).

  • Flexibility: Unlimited companies are not subject to many of the stringent legal and regulatory requirements that apply to limited companies. This provides greater flexibility in operations and decision-making without being restricted by numerous rules.

  • Creditor Confidence: With unlimited liability, shareholders and members are personally responsible for the company's debts. This boosts creditor confidence as they know that shareholders’ assets are at risk, reducing the likelihood of insolvency.

  • No Fixed Minimum Share Capital: Unlimited companies are not required to maintain a fixed minimum share capital, offering more flexibility in managing their finances.

  • Confidentiality: Financial information, such as accounts and dividends, is not required to be filed publicly, allowing an unlimited company to operate without exposing its financial details.

    This provides a competitive edge by keeping sensitive data private, while still being able to analyze competitors' publicly available financial information.

  • Risk Management and Management Quality: The personal liability of shareholders encourages careful risk management and stronger business practices.

    Since shareholders' personal assets are at stake, unlimited companies tend to focus on reducing risks and managing the company more prudently.

  • Name Protection: No two company names can be the same. Incorporating an Unlimited company prevents anyone else from taking your company name (fraudulently or coincidentally).

  • Perpetual Existence: The company continues to exist regardless of changes in ownership or management, ensuring business continuity.

  • Tax Exemption: Small businesses with an annual turnover of less than N25 million are exempted from paying Company Income Tax in Nigeria.

Register Your Company

Why Choose SplashDict for CAC Company Registration?

We streamline your Company setup process with efficient service.

Expert Team

Our team of Chartered Secretaries ensures seamless business setup.

CAC-Accredited Agents

Our team of CAC-accredited agents ensures seamless and compliant registration.

Transparent Pricing

Clear and upfront pricing with no hidden fees.

Fast & Efficient

Experience fast and easy registration with our streamlined online platform.

Secure & Reliable

Robust security measures protecting your data and documents.

Dedicated Support

Receive continuous support from our team throughout and beyond the registration process.

FAQs

Frequently asked questions about Private Unlimited Company Incorporation in Nigeria:

A Private Unlimited Company is a type of company where the liability of its shareholders or members is unlimited. Unlike limited companies, where shareholders' liability is capped at the amount they have invested, shareholders in an unlimited company are fully responsible for any debts the company incurs.

This means if the company is wound up or faces financial difficulties, shareholders may be required to use their personal assets to pay off the company's debts.

Private Unlimited Companies are less common and are typically used in specific business scenarios where owners seek privacy, as these companies are not required to publicly disclose financial statements.

Despite the higher risk due to unlimited liability, this structure may be preferred in cases where confidentiality and flexibility in capital structure are key.

The main difference between a company limited by shares and a company unlimited by shares lies in the extent of shareholder liability. In a company limited by shares, shareholders' liability is restricted to the amount they have invested in purchasing their shares.

This means that if the company encounters financial difficulties or is wound up, shareholders only risk losing the value of their shares, and their personal assets remain protected.

This structure offers a safeguard to shareholders, limiting their financial exposure to the capital they contributed.

On the other hand, in a company unlimited by shares, shareholders have unlimited liability. If the company cannot meet its debts or obligations, shareholders are personally liable for covering the company’s debts.

This could involve using their own personal assets to settle the company's liabilities. This structure exposes shareholders to more financial risk, making it less common than the limited-by-shares model, which provides greater protection.

Yes, shareholders of a Private Unlimited Company have unlimited personal liability for the company’s debts. This means their personal assets may be used to cover the company’s obligations in case of insolvency.

Yes, a Private Unlimited Company can convert to a limited liability company (either limited by shares or guarantee), provided it follows the proper legal procedures stipulated by the Corporate Affairs Commission (CAC).

  • Professional services firms (e.g., law firms, accounting firms)
  • Family-owned businesses
  • Subsidiaries of larger corporations (for tax or structural reasons)
  • Organizations seeking to maintain privacy about their financial affairs

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