Private Unlimited Company Incorporation

NGN60,000.00

Register Your Private Unlimited Company in Nigeria with SplashDict 

A private unlimited company is a corporate structure where, unlike limited companies, shareholders have unlimited liability for the company’s debts. SplashDict simplifies the registration process, ensuring full compliance and a solid foundation for your business.

  • Private Unlimted Company Registration with CAC.
  • Tax Identification Number (TIN) included
  • Receive Certificate of Company Incorporation
  • Receive CAC Status Report
  • Receive approved Memorandum and Articles of Association (MEMART)
  • Receive Company Register with Initial Entries
  • Free Nigerian Bank Account Referral
  • Processing Time: 3 to 7 business days turnaround

 

Key Features of a Private Unlimited Company (LTD)

  • Unlimited Liability: Unlike limited companies, members of an unlimited company have unlimited liability. In the event of the company's debts exceeding its assets, the members may be required to cover the shortfall using their personal assets.

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

  • Private Ownership: A private unlimited company can issue shares to its members, but these shares are privately transferable. Public trading, share offerings, and public deposit invitations are prohibited.

  • Membership and Shareholders: A Private Limited Company in Nigeria requires at least one initial member (can be an individual or corporate body) and Limits the total number of members and debenture holders to fifty (50).

  • 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: Unlike private limited companies, private unlimited companies do not have a minimum capital requirement for incorporation.

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

  • MEMART: An unlimited company must file a Memorandum of Association (MOA) and Articles of Association (AOA) (MEMART) which outline the company’s objectives and governance structure.

  • Regulatory Compliance: Unlike other companies, private unlimited companies are not required to file Annual Returns with the CAC. 

Requirements for Private Unlimited Company Incorporation

  • 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.

  • Memorandum and Articles of Association (MEMART): Define the company’s objectives, business activities, and internal rules governing its operations. This includes outlining the scope of operations, management structure, and the rights and obligations of directors and members. (We can provide this).

  • Particulars of Secretary (Optional for Small Companies): Details include - Full name, Address, Valid identification, Signature, etc. 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. 

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

  • 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.

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Benefits of Private Unlimited Company Registration

  • 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.

  • 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.

Discover Company Registration Service

Incorporate Private Company Unlimited by Shares (LTD) in Nigeria

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

  • Company Registration: Nigerian Private Unlimited Company 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, 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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