Unlimited Company Incorporation

Unlimited Company Incorporation

NGN60,000

Incorporate Your Private Unlimited Company with CAC

Launch your business with unlimited liability protection and full compliance. SplashDict’s CAC-accredited chartered secretaries simplify the registration process seamlessly.

✔ Filing of Private Unlimited Company Incorporation with CAC.

✔ All CAC filing fees included—no extra charges.

✔ Receive CAC Status Report, Certificate of Incorporation, and Memorandum and Articles of Association (MEMART).

✔ Tax Identification Number (TIN) issued upon incorporation.

✔ Fast processing: 2-10 business days.

Service Fee (All inclusive):

NGN60,000

Start Company Unlimited by Shares in Nigeria

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

  • Filing & Documentation: We handle filings and required documents for registration of  Unlimited Company with CAC.

  • Name Availability Check & Reservation: We conduct a CAC name search and reserve your preferred company name.

  • Official Confirmation: Receive Certificate of Incorporation (with Tax Identification Number), CAC Status Report, and Memorandum & Articles of Association (MEMART) for new Company.

  • Transparent Pricing: Covers CAC fees and our service fee with no hidden charges.

  • Fast Processing: Completed within 2 to 10 working day(s), depending on CAC approval.

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

  • Ongoing Support: Get expert help from our Chartered Secretary and compliance team for all regulatory needs.

Get Started now!

Private Limited Company (LTD) Incorporation in Nigeria

Why Register an Unlimited Company?

An Unlimited Company is a type of corporate entity registered where the liability of its shareholders is not limited to the amount of capital they have invested. In the event of winding up, members are fully liable for the company's debts. This structure offers distinct advantages, particularly in terms of capital flexibility and certain regulatory exemptions.

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

  • Separate Legal Personality: Like limited companies, unlimited companies have their own legal identity, allowing them to enter contracts, own property, and sue or be sued in their own name.  

  • Private Ownership Structure: Shares are privately transferable, with a maximum of 50 shareholders, and public trading is prohibited, maintaining control.

  • Professional Credibility: Incorporation is essential for opening business bank accounts, applying for licenses, and building trust with customers, investors, government agencies, regulators, financial institutions, and the public.

  • Exclusive Name Rights: Your company name is protected under CAC, preventing others from using it within Nigeria.

  • Perpetual Existence: The company remains legally active regardless of changes in ownership or management.

  • Access to Funding: LTDs can raise capital by issuing shares or securing loans from financial institutions more easily than unregistered businesses.

  • Potential Tax Benefits: Small companies (turnover under ₦25 million) are exempt from Company Income Tax (CIT) under Nigerian law.

  • Annual Compliance Requirement: Private Limited Companies must file annual returns and adhere to CAC regulations to maintain active legal status.

CAC Registration Service

Requirements for Private Limited Company (LTD) Registration with CAC

  • Proposed Company Name: Two unique name options for CAC availability search and reservation.

  • Business Activity (Objects): Clear description of the company’s primary business purpose or activities.

  • Registered Office Address: The physical business address in Nigeria where the company will be located.

  • Statement of Issued Share Capital: Provide the total number of issued shares, their nominal value, and share classes (e.g., equity or preference).

    Minimum authorized share capital of ₦100,000 (higher for certain regulated sectors).

  • Memorandum and Articles of Association (MEMART): A draft document outlining the company's constitution, objectives, share capital, and internal governance rules.

    Can be customized or use CAC’s template.

  • Membership: Requires at least one initial member (individual or corporate body).

  • Particulars of Director(s): Details include Full name, Address, D.O.B, Gender, Occupation, Valid identification, Signature, and Consent to act as a director.

    At least one director (for small companies) or two for other private companies (maximum 15 directors).

  • Particulars of Initial Shareholders: Details include Full name, Address, Occupation, Valid identification, and Signature. Also provide the number of shares held, the nominal value of each share, and payment information for each share.

    Maximum of 50 shareholders are allowed in LTD.

  • Particulars of Secretary: Details include Full name, Address, Valid identification, and Signature.

    Required for non-small companies (optional for small companies).

  • Particulars of Persons with Significant Control (PSC): Details of any individual or entity holding more than 25% ownership, voting rights, or significant influence over the company.

Start Company Registration

Key Features of a Private Unlimited Company

  • 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.

Get Started

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.

Company Post-Incorporation

Incorporate Company Unlimited by Shares with CAC

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

  • Company Registration: We register your Private Unlimited Company with the Corporate Affairs Commission (CAC) on your behalf.

  • Documentation: We prepare and manage all required filing documents.

  • Transparent Pricing: All CAC filing fees are included—no hidden charges.

  • Quick Turnaround: Receive your CAC Status Report, Certificate of Incorporation, and Memorandum and Articles of Association (MEMART) within 2-10 business days.

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

Register your Company

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