Post Incorporation (Changes to CAC)
Changes are a part of any business's journey. Whether due to new developments, initial errors, or regulatory updates, modifications tour your registration may become necessary.
This is where our team at Kudi Konsult shines. As experienced legal experts and accredited CAC consultants, we specialize in assisting with post-incorporation adjustments. Whether it's for your Business Name, Limited Liability Company, or Non-Profit organization like churches and NGOs, we're here to ensure that your entity reflects your current needs efficiently and accurately.
Ready to get started? Click the 'Chat' button below or call us at 0903 408 6536 (available Monday to Friday, 9am-5pm) to speak directly with one of our friendly Consultants. Alternatively, you can also reach out to us via email at products@kudikonsult.com for any inquiries or to begin your consultation process.
FAQs On CAC Post Incorporation
- Filing of Annual Returns
- Change of Director
- Change of Shareholder
- Change of Address
- Upgrade of Business Name to Limited
- Change of Proprietor
- Change of Name
- Increase of Shareholding etc
This is a mandatory requirement to be submitted to the Corporate Affairs Commission yearly that shows that the business is a going concern.
This requirement is so important that before any other post incorporation filing can be made, evidence of filing annual returns must be attached.
Companies are expected to pay Annual Returns every year. Newly registered companies are exempt from paying Annual Returns within the first 18months, whilst Business Names are expected to start filing Annual Returns after the first year of registration.
Company status would show inactive where there is failure to pay Annual Returns at the right time. Company may also be delisted from CAC database.
Requirements for filing annual returns include the following:
- Duly completed form for annual return
- Audited financial statement signed by 2 directors and duly certified by a Chartered Accountant where applicable.
- Payment of fees
A change in directors of a company can come up voluntarily or as a matter of necessity. This could be as a result of death, resignation, removal or other situations that could lead to appointment of a new director.
Requirements for filing notice of change in Directors include the following:
- Resolution removing or appointing director(s) duly signed by a director and secretary or 2 directors
- Duly completed form for notice of change in directorship
- Photocopy of information page of international passport or national identity card for each new director
- Letter of consent where applicable
- Residence permit where applicable
- Resignation letters where applicable
- Death certificate of deceased director where applicable
- Updated annual returns filing
- Payment of fees
This refers to where there is a change in the shareholding of a company either by a new shareholder coming on board or as a result of a transfer of shares by an existing shareholder
Requirements for filing return of allotment of shares include the following:
- Special resolution signed by 2 directors of the company
- Duly completed form for return of allotment
- Photocopy of information page of international passport or national identity card for allottee
- Resolution of company for forfeiture of shares where applicable
- Updated annual returns filing
- Payment of fees
An existing company may voluntarily decide to change its name. It could be to enhance its goodwill or as a result of a change of ownership or a merger/acquisition. It could also be compulsorily.
Requirements for change of name include the following:
- Evidence of approval of new name.
- Special resolution for change of name signed by a director and secretary or 2 directors
- Duly stamped Memorandum and Articles of Association reflecting new name
- Application signed by a director and secretary or 2 directors stating reasons for change of name
- Original certificate of incorporation for cancellation
- In case of Banks, Microfinance Institutions and Bureau De Change Companies, Approval in Principle from the CBN is required.
- Evidence of appointment of secretary
- Updated annual returns filing
- Payment of filing fees
A company may choose to venture or to diversify into new businesses which were not originally in the Memorandum and Article of Association of the company. This will ultimately lead to filing a notice to change or alter its Memorandum and Articles of Association.
Special resolution for alteration of Memorandum and Articles of Association signed by a director and secretary or 2 directors and stating the altered clauses and or articles.
Duly stamped Memorandum and Articles of Association marked “as Altered” and reflecting the altered clauses and or articles
Updated annual returns filing
Payment of fees
An increase in the share capital of a company could come up as a result of certain situations. A company previously registered with a certain share capital will need to increase the share capital if it decides to venture into a business that requires a higher minimum share capital. Also, some regulatory bodies may decide to review the minimum share capital guidelines for companies and as such the affected companies will need to increase their share capital in order to comply with the guideline
Requirements for filing of notice of increase in authorized share capital include the following:
- Resolution for increase in share capital signed by a director and secretary or 2 directors
- Duly stamped form for notice of increase in authorized share capital
- Updated annual returns filing
- Payment of fees
Where there has been a removal of an existing proprietor or appointment of a new one, a notice of such appointment or removal is to be made to the Corporate Affairs Commission. A change in proprietors or partners of a business could be as a result of death, resignation or other situations that could lead to appointment of a new proprietor.
Requirements for addition or removal of partners include the following:
- Duly completed application form
- Duly completed form for addition or removal of partners
- Formal application for addition or removal of partner(s)
- Two passport-sized photographs for the new partners in case of individuals and CTC of resolution together with photocopy of certificate of incorporation in case of corporation
- Form of identification where necessary
- Submission of original form for cancellation
- Letter of resignation
- Death certificate (where applicable)
- Updated annual returns
- Payment of fees
Upgrading a Business Name to a Limited Liability Company (LLC) in Nigeria involves changing your business structure to a more formal corporate entity. This change provides benefits such as limited liability protection for the owners and enhanced credibility.
The requirements for this upgrade include:
1. Applying for a new name through the Corporate Affairs Commission.
2. Filing the necessary incorporation documents, like Memorandum and Articles of Association.
3. Providing details of the company directors and shareholders.
4. Meeting the minimum share capital requirement, if applicable.
Requirements for upgrade to Limited Liability include the following:
- Formal application letter for consent to upgrade
- Original business name certificate
- Updated annual returns
- Payment of consent fees
- Consent code as issued by the Commission
- Notice of approval/consent code to commence registration as limited liability company.