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After registering your Business Name or Limited Liability Company, you may discover that there is the need to change certain things either as a result of new circumstances, mistakes or regulatory mandate. Any change made after the registration or incorporation of a company is known as post incorporation and this article explains the different changes that you may want to make and the requirements for getting it done.
Making post incorporation changes in Nigeria involves several critical steps that are integral to maintaining the legal standing of your business. From updating company director details to altering shareholding patterns, each change requires specific documentation and adherence to CAC’s protocols. This guide will walk you through the varied aspects of post incorporation changes in Nigeria, providing you with a clear roadmap to ensure your business stays ahead in compliance and corporate governance.
LIMITED LIABILITY POST INCORPORATION
Filing Of Annual Returns
This is a mandatory requirement to be submitted to the Corporate Affairs Commission yearly that shows that the business is a going concern. It contains details such as Company name, address and RC Number, Authorized share capital, issued share capital and paid-up capital, Particulars of indebtedness, Financial year/ Accounting year End, Turnover and Net assets, Particulars of Persons who are Directors of the Company (name, address, email, phone number etc.), Particulars of secretary and Particulars of shareholders.
This requirement is so important that before any other post incorporation filing can be made, evidence of filing annual returns must be attached. However, for new companies, the first returns need not be filed within 18 months of incorporation.
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
Change Of Directors
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
Change In Shareholding
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. The particulars of the change in allotment are to be filed with the Corporate Affairs Commission
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
Change Of Name
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. A Company may be directed by the CAC to compulsorily change its Name under the following circumstances:
- Inadvertent registration of a new Company with the name of an already existing Company or one so nearly resembling it as to be likely to deceive.
- Later discovery that the Company’s name conflicts with an existing trade mark or business name registered in Nigeria without the consent of the owner of the trade mark.
- After a successful passing off Action, the Court can direct the newly registered Company to change its name.
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
Change Of Objectives
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.
Requirements for filing notice of alteration of Memorandum and Articles of Association include the following:
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
Increase Of Shares
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 guidelines.
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
BUSINESS NAME
Filing Of Annual Returns
This is a mandatory requirement to be submitted to the Corporate Affairs Commission yearly. It shows that the business is a going concern. It usually contains information such as Name of business and registration Number, Date of Registration, Year of Return, General nature of business, Full address of business, Particulars of Proprietors (name, address, occupation etc.), Particulars of Corporation which is a proprietor, etc.
This requirement is so important that before any other post incorporation filing can be made, evidence of filing annual returns must be attached.
Requirement for filing business name annual return shall be:
- A duly completed annual return form signed by the proprietor or proprietors, or by a director and secretary of the company where a company is the proprietor
- Payment of fees
Change Of Proprietor
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
Change Of Objects
A business may choose to venture or to diversify into new businesses or it may decide not to continue with current business it is into. This will ultimately lead to filing a notice to change the nature of the business.
Requirements for change of nature of business include the following:
Upgrade To Limited Liability
The need for a corporate personality or to expand the business are some reasons for upgrade of a business name to a limited liability company.
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.
