How to Change Shareholders on CAC (2026)

Changing shareholders at CAC looks like a single operation from outside. The truth is two operations in a defined sequence, and getting the sequence right is what stops the filing being queried.

A share transfer instrument is a stampable document under the Stamp Duties Act. The instrument — typically a share transfer form executed by the transferor (seller) and the transferee (buyer) — records the substantive transfer of legal title in the shares. The Stamp Duties Act treats the instrument as a chargeable transaction; the Nigeria Revenue Service (FIRS, renamed the Nigeria Revenue Service or NRS under the NRS (Establishment) Act 2025 effective 1 January 2026, with most current sources continuing to use both names during the transition) assesses and collects the duty against the instrument.

CAC will not register a share transfer recorded on an unstamped instrument. The portal at post.cac.gov.ng asks for proof of stamping at the Form CAC 2A submission. An unstamped instrument is queried at the CAC review stage and the filing pauses until the stamp evidence is supplied.

The sequence that works. Stamp first at NRS, file second at CAC. The article walks the two-step sequence in order.

The financial trigger comes first because the stamp duty is a tax obligation that exists independently of the corporate-law filing. The CAC filing's role is to update the public register to reflect a transfer that has already legally happened between the parties (with the stamped instrument as the substantive record). Reversing the sequence — filing at CAC first and stamping later — produces a queried filing and a registration that is on hold pending the stamp evidence.

The share transfer instrument is the substantive document. CAMA 2020 treats the executed and stamped instrument as the definitive proof of share transfer; the entry in the register of members is the company's record of the transfer as a member-of-company event.

Form of the instrument. The standard form is a share transfer form (sometimes called Form J or a stock transfer form, terminology varying by precedent) executed by the transferor and the transferee. The form records the company's name and RC number, the transferor's name and shareholding, the transferee's name and address, the number and class of shares being transferred, the consideration paid (if any), and the date of transfer. Both parties sign the form; signatures are typically witnessed.

Types of transfer the instrument covers. A transfer by sale (the most common case) records the consideration paid. A transfer by gift records a nominal consideration (or no consideration with the relationship stated). A transfer on inheritance records the transmission from the deceased shareholder to the estate or the beneficiary, with the supporting probate document. A transfer pursuant to a court order records the court order's terms. The instrument form adapts to the type of transfer.

The board's role. Where the company's articles require board approval of share transfers (common for closely-held private companies, less common for listed companies with regulated share-registry processes), the board passes a resolution noting the transfer and confirming that any pre-emption rights, transfer restrictions, or other articles-based conditions have been satisfied. The resolution is uploaded as part of the CAC filing.

Pre-emption rights. Where the articles confer pre-emption rights — a right of first refusal to existing shareholders before shares can be transferred outside — the transferor is obliged to offer the shares to the existing shareholders first, on the terms specified in the articles. Where the existing shareholders decline, the transferor may proceed with the outside transfer. A transfer that bypasses a pre-emption right is challengeable by the affected shareholders; the route is to follow the articles' pre-emption procedure even where the result is the same.

The transferee's identifier bundle. A new incoming shareholder provides the identifier bundle that CAC validates at the portal: full legal name, residential address, occupation, BVN, NIN, photograph, signature. The BVN is validated against NIBSS and the NIN against NIMC in real time. A foreign-resident incoming shareholder uses the Non-Resident BVN platform at nibss-plc.com.ng/nrbvn and the NIMC diaspora enrolment route for NIN.

With the instrument executed by both parties, the second step is to present it to the Nigeria Revenue Service for stamp-duty assessment and payment. The integration of stamp-duty collection into the modern NRS framework has streamlined the route through the Taxpayer Self Service portal.

1. 1
   Sign in to the NRS Taxpayer Self Service portal
2. 2
   Open the stamp-duty assessment service for shares
3. 3
   Upload the executed share transfer instrument
4. 4
   Receive the stamp-duty assessment
5. 5
   Pay the assessed duty
6. 6
   Download the stamped instrument or the stamp-duty certificate

Alternative — the local tax office route. Where the parties prefer the in-person route (or where the portal route is unavailable), the executed instrument is presented at the relevant NRS office (the Stamp Duties Department of the federal NRS for federal stamp duty on share transfers). The officer assesses the duty, the party pays at the cashier or by bank teller, and the office affixes the stamp to the original instrument. The in-person route typically takes longer than the portal route but produces the same stamped instrument.

The post-payment timeline. The stamp is the operative event; once the duty is paid and the instrument is stamped, the CAC filing can proceed. The total stamp-duty timeline is typically one to two weeks where the portal route is used, or two to four weeks where the in-person route is used.

With the stamped instrument in hand, the CAC filing records the share-transfer event on the public register.

1. 1
   Confirm annual returns are current
2. 2
   Sign in to post.cac.gov.ng and open the Change of Shareholders service
3. 3
   Enter the transfer details
4. 4
   Upload the supporting documents
5. 5
   Update the PSC declaration if applicable
6. 6
   Pay the modification fee through Remita
7. 7
   Submit and track to register update

The CAC filing is the public-register confirmation. The substantive transfer between the parties is effected by the stamped instrument; the CAC update brings the public record into line.

CAMA 2020 requires every Nigerian company to maintain a register of members at its registered office. The register is the company's internal definitive record of who its shareholders are at any given time; the entry in the register makes the new shareholder a member of the company in law.

What the register records. Each member's full name and address; the number and class of shares held; the date of becoming a member; the date of ceasing to be a member (where applicable); the consideration paid for the shares; the date and reference of the share transfer instrument (where the shareholding came through a transfer rather than an original allotment).

When the register is updated. Promptly after the CAC filing clears. The Form CAC 2A submission and the CAC public-register update are the public-record event; the entry in the company's register of members is the company's internal book-keeping. The two should be aligned. A transfer that has cleared at CAC but is not entered in the register of members is half-done; SRJ Legal's analysis of CAMA 2020 confirms that the register is the definitive proof of membership and a member is only a member when the entry in the register is made.

The share certificate. A paper share certificate (where the company issues paper certificates) is updated to reflect the new shareholding. The old certificate held by the transferor is surrendered (typically marked cancelled and retained in the company's records); a new certificate is issued to the transferee. Many modern Nigerian private companies do not issue paper certificates and rely on the register of members as the only documentary evidence — both approaches are valid under CAMA 2020.

Why the register matters. A dispute about who owns shares in the company is resolved primarily by reference to the register of members. The stamped share transfer instrument is the substantive evidence of the transfer between the parties; the register entry confirms the company has accepted the transferee as a member. A transferee who has paid for shares and holds a stamped instrument but is not yet entered in the register has a contractual claim against the company to be entered, but is not yet a member with voting rights or dividend entitlement until the entry is made.

The Persons of Significant Control (PSC) framework under CAMA 2020 and the related beneficial-ownership regulations requires every Nigerian company to identify the individuals who ultimately control it and to maintain a PSC register.

The 5% threshold. A person is treated as a person of significant control where they directly or indirectly hold 5% or more of the issued shares, or hold significant control by other routes — significant voting rights, the right to appoint or remove a majority of the board, or significant influence over the company by contract or other arrangement.

When a share transfer triggers a PSC update. A transfer that takes the transferee above the 5% threshold (a new significant controller) triggers a PSC entry for the new controller. A transfer that takes the transferor below the 5% threshold (an exiting significant controller) triggers a PSC removal. A transfer between existing shareholders all below the threshold, or between existing controllers all above the threshold without crossing the line, does not trigger a PSC update.

The PSC declaration at CAC. The PSC declaration is filed at the same submission as the Form CAC 2A. The portal at post.cac.gov.ng flows the PSC update into the change-of-shareholders service as a coupled act. The information captured includes the controller's full name, residential address, nationality, date of birth, the nature of the control (the percentage shareholding or the other route), and the date the control was acquired.

Why PSC matters. The PSC framework brings Nigerian corporate transparency in line with international anti-money-laundering and beneficial-ownership standards. The PSC register is partially public (controllers' names and nationality are searchable) and partially confidential (residential addresses and other personal data are held in confidence). A company that fails to maintain the PSC register or fails to file PSC updates faces penalties under CAMA 2020 and the beneficial-ownership regulations.

The share-change procedure has two professional touch-points — the stamp-duty assessment at NRS and the CAC filing at post.cac.gov.ng. Each is DIY-capable for a routine transfer; each can be delegated where the transaction has features that justify professional handling.

Routine share transfers — DIY is feasible. Where the transfer is between two existing parties with clear consideration, with the transferee already an existing shareholder or a straightforward new individual shareholder, with no multi-class share complications, with no foreign-shareholder onboarding, and with no PSC threshold crossings beyond a simple update, the company's director or proprietor can run the procedure with the NRS Self Service portal and the CAC iCRP account. The mechanics are standard at both portals.

Complex share transfers — accredited-agent or legal-counsel handling is the right choice. Where the transfer involves multiple share classes (preference shares, ordinary shares, redeemable shares with different rights), or significant-control disclosures with multiple connected parties, or foreign-shareholder onboarding requiring CERPAC and exchange-control documentation, or a sizeable transaction where the stamp-duty assessment is material, the accredited-agent route earns its fee. A chartered secretary (ICSAN) or a legal practitioner (NBA) coordinates the instrument drafting, the NRS stamp-duty assessment, the CAC filing, and the register-of-members update as a single workstream rather than the company running three parallel flows.

Multi-shareholder transactions. A share allotment to new investors as part of a funding round, a buyback of shares from a departing founder, or a multi-party share reorganisation, all sit firmly in the professional-handling category. The documentary chain is heavier (subscription agreements, shareholders' agreements, regulatory filings where the funding crosses regulatory thresholds), the stamp-duty arithmetic is more involved, and the CAC filing has more moving parts.

Accredited-agent fees for a share-change filing typically run between ₦30,000 and ₦150,000 for a private-company transfer of moderate complexity, layered on top of the NRS stamp duty and the CAC statutory line. A complex multi-party transaction with funding-round elements can run into the hundreds of thousands or low millions of naira in professional fees. The agent's invoice itemises the statutory NRS line, the statutory CAC line, and the agent's professional fee separately.

Informal "CAC consultants" with no accreditation have no standing on a contested share-change matter. The two-portal coordination (NRS and CAC) and the stamp-duty mechanics require regulated professional expertise where the transaction is anything beyond the simplest case.

• Do NOT file Form CAC 2A at CAC before stamping the share transfer instrument at NRS. The CAC portal asks for proof of stamping at submission; an unstamped instrument is queried and the filing pauses until the stamp evidence is supplied. Stamp first, file second.
• Do NOT skip the register of members update at the company. The CAC public-register update is the public event; the company's internal register of members is the definitive record of membership. A transferee who has cleared CAC but is not in the register is not yet a member in law — the entry in the register is what makes them a member with voting rights and dividend entitlement.
• Do NOT ignore the PSC update where the transfer crosses the 5% threshold. The PSC declaration is a CAMA 2020 obligation; a transfer that creates a new significant controller, or removes an existing one, triggers a PSC update at the same submission as Form CAC 2A. Missing the PSC update is a compliance breach under the beneficial-ownership regulations.
• Do NOT ignore pre-emption rights in the articles. Where the articles confer a right of first refusal on existing shareholders, the transferor is obliged to offer the shares to the existing shareholders first on the terms specified. A transfer that bypasses the pre-emption procedure is challengeable; following the articles' procedure protects the transfer against later attack.
• Do NOT submit the share-change filing while annual returns are outstanding. The post.cac.gov.ng portal blocks every modification until the backlog clears. File the outstanding returns first.
• Do NOT confuse a share transfer with a share allotment. A transfer moves existing shares from one shareholder to another (the total number of shares stays the same). An allotment issues new shares to a shareholder (the total number of shares increases, with implications for share capital and dilution). The two operations use different CAC services; treating an allotment as a transfer (or vice versa) produces a procedurally-incorrect filing.
• Do NOT rely on a verbal agreement and a payment without the formal stamped instrument. The substantive transfer is effected by the executed and stamped instrument; the verbal agreement and the payment do not move legal title to the shares. A transferee who has paid the consideration but does not hold a stamped instrument has a contractual claim against the transferor but does not yet own the shares in law.
• Do NOT assume the rate of stamp duty is fixed without confirming current NRS guidance. Sources cite both 0.75% and 1.5% as the ad valorem rate on share transfers, with practice having shifted over time. Check the operative rate on the NRS Taxpayer Self Service portal or with the local tax office before paying.