Unlimited Company Incorporation

Unlimited Company Incorporation

NGN60,000

Register a Private Unlimited Liability Company with CAC

This structure offers maximum confidentiality and financial privacy, as shareholders are not required to publicly disclose financial statements. While members have unlimited liability, it is ideal for trusted investment groups or professional firms that prioritize discretion over liability protection.

Includes: CAC Certificate (with TIN), Status Report & MEMART. Delivered in 3-14 days.

Service Fee (All inclusive):

NGN60,000

Start a Company Unlimited by Shares in Nigeria

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

  • End-to-End Filing: We handle everything from the CAC name search and reservation to preparing and filing all required incorporation documents on your behalf.

  • Official CAC Documents: You'll receive the Certificate of Incorporation (with TIN), Status Report, and Memorandum & Articles of Association (MEMART).

  • Transparent Pricing: Our fee covers CAC name reservation and registration, FIRS stamp duty payment, and our professional service; no hidden charges.

  • Fast Processing: Completed within 3-14 days, depending on CAC approval.

  • Secure Document Access: Your incorporation documents are stored securely online, accessible for free anytime, no need to pay CAC for re-downloads.

  • Ongoing Support: Get ongoing assistance from our Chartered Secretaries and compliance team for all your post-incorporation needs.

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Why Register a Private Unlimited Company with CAC

Registering a private unlimited company with the Corporate Affairs Commission (CAC) is a less common choice in Nigeria, but it offers distinct advantages that cater to specific business needs, particularly related to confidentiality and capital management. Unlike a private limited company (LTD), this structure requires the owners (shareholders) to accept full and uncapped personal liability for the company's debts. 

  • No public financial filings: Unlimited companies are generally exempt from publicly filing audited financial statements with the CAC.

  • No Minimum Share Capital: The CAC does not prescribe a fixed minimum share capital for an Unlimited Company. This provides high flexibility in managing initial investment and capital structure.

  • Unlimited Liability: Members/Shareholders are personally liable for all company debts and obligations, extending beyond their capital contribution.

  • Separate Legal Entity: Although the liability of members is unlimited, the company remains a distinct legal entity that can own property, sue, or be sued in its own name.

  • Perpetual succession: The company’s existence is independent of its owners. The business continues to operate and exist even if a founder, director, or shareholder leaves or dies.

  • Exclusive name protection: Once registered, your company's name is legally protected by the CAC, preventing any other business in Nigeria from using it.

  • Private Ownership: Ownership is flexible (minimum 1, maximum 50 shareholders), and shares can be easily transferred to other parties without disrupting the business

  • Enhanced creditor confidence: Because members have unlimited liability, creditors have greater assurance that they will be paid if the company becomes insolvent. This can be advantageous in certain sectors where high levels of capital or trust are required.

  • Prerequisite for Compliance: Incorporation with CAC is mandatory for the registration of TIN and VAT ID from FIRS, opening corporate bank accounts, SCUML registration, and securing permits or licenses.

  • Potential Tax Benefits: Companies meeting the definition of a small company (turnover not exceeding N100 million and assets not exceeding N250 million) may be eligible for exemption from Companies Income Tax (CIT) and Capital Gains Tax (CGT).

  • Suitable for certain professions: This structure can be a good fit for certain professional firms, such as law firms, where partners' personal assets back the business's operations. 

CAC Registration Service

Requirements for Unlimited Company Registration with CAC

  • Business Name: One unique name ending in "Ultd" or "Unlimited." This name is instantly verified on the CAC portal.

  • Business Activity: Provide the Nature of Business, Specific Nature, and a clear description of your primary operational activities.

  • Address & Contact: The Registered Office Address in Nigeria (mandatory) and the Head Office Address (if different), along with the official email and phone number.

  • Objects of Memorandum: Define the objectives and purposes for which the company is established.

  • Articles of Association: Outline the internal rules governing the company’s management and operations. (CAC provides a standard template, but it can be customized upon request.)

  • Director(s): Details of at least 1 Director for small companies or 2 for non-small companies.

  • Secretary: Details of the company secretary (individual or firm). Optional for small companies. 

  • Shareholder(s): Details of at least 1 Shareholder for small companies (individuals or corporate entities). Maximum of 50.

  • Share Capital: No official minimum capital is prescribed by the CAC. The capital is determined by the members.

  • Share Structure: If the company chooses to have a share capital, provide the total number of issued shares, their value, and the different classes of shares (e.g., ordinary).

  • Persons with Significant Control (PSC): Details of any individual or entity owning 5% or more of shares, voting rights, or exercising significant influence/control.

  • Statement of Unlimited Liability: A crucial and mandatory declaration stating that the liability of the members is unlimited.

Start Company Registration

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