How to Register a Limited Company in Nigeria (2026)

Registering a Part A limited company under CAMA 2020 carries more pre-portal homework than a Part C business name. The portal at pre.cac.gov.ng cannot do anything useful with the application until five decisions are settled. Opening the portal first and improvising as the form prompts each field is the most common reason a registration goes back to draft halfway through and a second session has to start over.

The five decisions, in the order they bind:

1. Share capital tier. The declared share capital sets the CAC statutory fee under the New Schedule of Fees gazetted 29 May 2025. The fee scales linearly: ₦10,000 per ₦1,000,000 of share capital for a private company, double that for a public company. The smallest tier costs ₦10,000; a ₦5,000,000 company costs ₦50,000; a ₦10,000,000 company costs ₦100,000.
2. Directors and their identity bundle. A small company can have one director; any other private company needs at least two; a public company needs at least three, of whom three must be independent. Each director provides a BVN, a NIN, a residential address, a passport photograph, and a signature scan.
3. Shareholders and persons of significant control. A single-shareholder private company is permitted under CAMA 2020. Any natural person holding more than five per cent of shares, voting rights, or otherwise exercising significant influence is a person of significant control and is declared at the form.
4. Registered office address. A physical address in Nigeria where official correspondence and service of legal documents lands. The address is on the certificate and on the public register.
5. MEMART — Model Articles or bespoke. The Model Articles published by CAC are adopted with a single portal checkbox and cover standard governance. Bespoke MEMART is drafted (usually through a chartered secretary or lawyer) and uploaded at submission.

Once these five are settled the portal flow is largely an entry exercise. Settle them first, hold the answers in a one-page document, and open the portal session knowing what every field needs.

The declared share capital does three things: it sets the CAC statutory fee at registration; it sets the ceiling on the shareholders' liability (the unpaid amount on the issued shares); and it sets the share-capital figure on the certificate and on every counter-party's due-diligence check thereafter.

For a small private company that does not expect to hold significant cash or contract for significant value in its first year, ₦1,000,000 is a routine starting share capital. The ₦10,000 CAC fee is the floor and the company can subsequently increase share capital by special resolution and a post-incorporation filing at post.cac.gov.ng. For a company planning to bid on government tenders, the threshold to qualify is often higher; some procurement frameworks require ₦5,000,000 or more in issued share capital, and a founder who under-declares at incorporation pays both the original CAC fee and the increase fee when the threshold becomes binding.

The fee scales with declared share capital, not paid-up capital. A company can declare ₦10,000,000 in share capital with only ₦1,000,000 paid up at incorporation; the CAC fee is ₦100,000 (the declared figure) and the shareholders are on the hook for the unpaid ₦9,000,000 if it is ever called.

A public company pays ₦20,000 per ₦1,000,000 of share capital and is regulated to a minimum issued capital of ₦2,000,000, which makes the floor CAC fee ₦40,000 for a public company at the regulatory minimum. Most operating businesses incorporate as private companies and only convert to public status if they intend to offer shares to the public; the conversion is a separate post-incorporation procedure.

The CAMA 2020 framework treats directors and shareholders as conceptually distinct roles, even where the same individual fills both.

Each director's profile on the iCRP portal carries the director's full names, residential address, date of birth, occupation, nationality, NIN, and BVN. The BVN is the integration credential — the same 11-digit Bank Verification Number that anchors the director's personal banking.

Where a director resides in the diaspora and has no domestic BVN, the Non-Resident BVN platform at nibss-plc.com.ng/nrbvn issues a BVN that satisfies the CAC requirement. Plan a few extra days into the timetable for the NRBVN application to clear before the CAC submission. Foreign-resident directors who are not Nigerian citizens have an additional layer — the Combined Expatriate Residence Permit and Aliens Card (CERPAC) — that may need to be in place; see NIN for foreigners for the identifier-stack overview for non-Nigerians.

Shareholders are separately listed. A single shareholder is permitted; the maximum is 50 for a private company. For each shareholder the form captures full names, address, nationality, and the number and class of shares allocated. A shareholder who is also a director is listed in both sections of the form.

Persons of significant control (PSCs) are a separate disclosure on the form. Under CAMA 2020 a PSC is any individual who holds more than five per cent of shares or voting rights, has the right to appoint or remove a majority of the board, or otherwise exercises significant influence. In a single-shareholder company the sole shareholder is the PSC by default. In a multi-shareholder company any shareholder above the five-per-cent threshold is named on the public PSC register that the Commission maintains.

For shareholder and director identity verification the iCRP portal pulls the same identifier-stack the banking system uses: BVN and NIN.

The registered office address is where official correspondence from the Commission, FIRS, and any party serving legal process on the company will land. A residential address is acceptable; a commercial premises is not required. The portal asks for the address line, the local government area, the state, and the postcode (postcode is optional but reduces the back-and-forth on any later post-incorporation address change). The address appears on the certificate and on the public register.

A virtual office or co-working address can serve, provided someone at that address actually receives and forwards correspondence to the company. Using a residential address of a director or a shareholder is the common starting position for small companies; the address can be changed post-incorporation by filing CAC Form 14 at post.cac.gov.ng with the supporting board resolution.

The fifth decision is whether the company adopts the Model Articles or files bespoke MEMART.

For a single-founder small company doing standard small-business work, Model Articles are usually the right call — the iCRP portal exposes them as a single checkbox and the time-saving is meaningful. For any company with multiple shareholder classes, vesting schedules, drag-along or tag-along provisions, founder protections, or any non-standard governance, bespoke MEMART drafted through a chartered secretary or qualified lawyer is the load-bearing route.

The CAC framework rests on three actors. Naming them keeps the reader from chasing the wrong counter when a question arises during or after incorporation.

For a limited-company registration specifically:

• The Corporate Affairs Commission is the registrar. The application lands at pre.cac.gov.ng during incorporation; post-incorporation filings (annual returns, director changes, address changes, share-capital increases) land at post.cac.gov.ng. The certificate of incorporation is issued by CAC.
• The FIRS and the Joint Revenue Board (JRB, formerly the Joint Tax Board) integrate at the back end. The TIN is generated automatically at the moment of CAC issuance and appears on the certificate. No separate post-incorporation TIN application is needed for the routine case.
• The submitter is the customer-facing actor: a director of the company submitting directly through pre.cac.gov.ng, or an accredited agent submitting on the company's behalf. Both routes are first-class under CAMA 2020.

The accredited-agent route earns its fee in proportion to the documentary chain's complexity. A single-director single-shareholder small company on Model articles is a routine DIY submission; the agent fee on that simple case typically outweighs the attention saved. A multi-shareholder company with bespoke MEMART, vesting, foreign-resident directors, or any non-standard provision is where the agent's experience is the load-bearing factor and the fee is earned.

With the five decisions settled, the portal flow is structured and largely linear. The walkthrough below assumes a DIY submission by a director of the company; an accredited agent runs an equivalent flow from an accreditation-flagged account at icrp.cac.gov.ng with the company's details as the principal.

1. 1
   Run a public name search at publicsearch.cac.gov.ngCheck each of two or three proposed company names against the public register. Drop any name that is identical to or confusingly similar to an existing entity. Drop any name containing restricted words (Federal, National, Bank, Insurance, etc.) unless you intend to pursue the relevant consent route. See [CAC name reservation](/cac/cac-name-reservation/) for the diagnostic of what each search outcome means.
2. 2
   Create or sign in to an iCRP accountGo to pre.cac.gov.ng/register and create an account using your Nigerian phone number or NIN. The portal sends a one-time confirmation code to the registered number or email. The account is yours from this point and serves every subsequent CAC interaction including post-incorporation filings at post.cac.gov.ng.
3. 3
   Reserve the chosen nameInside the portal select 'Reserve a Name' and submit your preferred name plus an alternate. Pay the statutory reservation fee through Remita. Name reservation is automated and the portal returns a reservation number on payment, usually within minutes. The reservation is held for 60 days; the registration must complete inside that window.
4. 4
   Open a new incorporation applicationFrom the iCRP dashboard select 'Register a Company' and choose the entity type (private company limited by shares is the most common). The form pre-fills the reserved name. Enter the share capital, registered office address, and nature of business (a one-or-two-sentence description plus a principal-activity selection from the dropdown).
5. 5
   Add directors, shareholders, and persons of significant controlFor each director enter the identity bundle (full names, address, date of birth, occupation, nationality, NIN, BVN, photograph, signature). For each shareholder enter the equivalent data plus the number and class of shares allocated. Identify each person of significant control. A single individual who is sole director, sole shareholder, and sole PSC is listed once in each section.
6. 6
   Choose Model Articles or upload bespoke MEMARTTick the Model Articles checkbox if the company is adopting CAC's published articles unmodified. Otherwise upload the drafted memorandum and articles of association as a PDF. The portal validates the file format and size at upload; the substantive review happens at the registry's processing step.
7. 7
   Pay the statutory registration feeThe portal generates a Remita Retrieval Reference (RRR) sized to the declared share capital — ₦10,000 per ₦1,000,000 for a private company. Pay by card on the portal or take the RRR to a bank counter. Card payments usually reconcile within an hour; bank-counter payments can take 24 to 48 hours. If the payment status sticks see [CAC payment pending](/cac/cac-payment-pending/) for the four-state diagnostic.
8. 8
   Submit the application and wait for processingThe portal exposes the live status against the application reference. A clean submission typically processes within 24 to 72 hours. Queries (a typo in director details, a MEMART upload that fails the format check, a name-similarity flag missed at reservation) extend the window and route the application into a query state for response.
9. 9
   Download the certificate of incorporationOn completion the certificate is generated as a PDF in your portal dashboard. The Tax Identification Number appears on the certificate alongside the registration number (RC followed by digits). Save the PDF; a printed copy with the QR code is the working document at banks, tax offices, and counter-party premises.

A Part A certificate of incorporation carries four pieces of structured information: the registered company name (with the 'Limited' or 'Ltd' suffix); the registration number (RC followed by digits); the date of incorporation; and the Tax Identification Number, generated automatically through the CAC-FIRS integration.

The TIN appears on the certificate at the moment of issuance. A company incorporated since June 2020 does not need to file a separate post-incorporation TIN application with FIRS for the routine case. From 1 January 2026 the Nigeria Tax Administration Act has consolidated the framework further.

The natural next steps after the certificate is in hand:

• Open a corporate bank account. Nigerian banks open a Part A company account against the certificate of incorporation, the board resolution authorising the account, the directors' KYC documents, and the company's BVNs. The corporate account is distinct from any director's personal account and operates under corporate-account compliance rules. See the forthcoming how to open a corporate bank account guide for the banking side. The underlying CBN tier framework is the same three-tier structure that governs personal banking.

• Sort out sector permits where the business activity requires them. Most business activities in Nigeria do not require a sector permit beyond CAC incorporation. Some — fintech, telecoms, food and drug manufacturing, schools, hospitals — sit under sector regulators (CBN, NCC, NAFDAC, the relevant state education or health board) and a sector permit is a separate post-incorporation requirement. Sector permits are out of scope for CAC; the CAC certificate is the prerequisite, not the substitute.
• File the first annual return on time. Section 421 of CAMA 2020 sets the annual returns regime for a private company; the first return is due in the calendar year after incorporation. Late filing carries a daily statutory penalty that compounds until the filing clears. See the forthcoming CAC annual returns guide for the filing window and the catch-up cost.

If the reader's situation turns out to suit a Part C business name rather than a Part A company, the trade-offs are walked at business name vs limited company and the business-name registration walkthrough is at how to register a business name with CAC. The two registrations are separate frameworks; migrating between them is a fresh incorporation plus a contract-novation exercise, not a conversion of the existing certificate.

Both routes are first-class under CAMA 2020. The decision is the same kind of cost-versus-attention trade-off the business-name registration faces, scaled up because the documentary chain is heavier.

The DIY route at pre.cac.gov.ng is the right call when:

• The company is a single-director, single-shareholder small private company on Model Articles. The documentary chain is light and the form is largely a structured-entry exercise.
• All directors hold a domestic BVN and a clean government ID, and all shareholders' identities are uncontroversial.
• The share capital is in the lower tiers (₦1,000,000 to ₦5,000,000) and the share-class structure is single-class ordinary shares.
• The reader has the attention to spare on the form and is comfortable handling a query response if one comes back from the registry.

The accredited-agent route is the right call when:

• The company has multiple shareholder classes, founder protections, vesting schedules, or any non-standard governance that needs bespoke MEMART.
• One or more directors resides in the diaspora and the BVN and identity-document chain involves NRBVN and possibly CERPAC.
• The share capital is significant and a single misstep at incorporation propagates into corporate-account opening, tax compliance, and any future fundraise.
• The company plans to bid on government tenders or contract with large corporates where the corporate-substance check is part of counter-party due diligence.

CAC's statutory fee schedule sits separately from any accredited-agent service charge; the agent's invoice itemises both, with the CAC statutory line passing through unchanged. An accredited agent on the CAC accreditation register is identifiable by their NBA, ICAN, ANAN, or ICSAN credential at icrp.cac.gov.ng. Informal 'CAC consultants' or 'CAC agents' without one of these credentials hold no standing under the framework; the legitimate route through an agent runs through an accredited one.

• Do NOT under-declare share capital to save on the CAC fee if the company plans to bid on tenders or open a corporate account at a tier that requires a higher figure. Increasing share capital post-incorporation is a separate paid filing; the saving at registration becomes a doubled cost later.
• Do NOT skip the public name search at publicsearch.cac.gov.ng before paying the reservation fee. A reservation against a name that subsequently fails the formal availability check does not refund. See [CAC name reservation](/cac/cac-name-reservation/) for what each search outcome means.
• Do NOT mix the registered office address with the trading address if they differ. The registered office is where statutory correspondence and legal process is served and must be a place where someone reliably receives it. A trading address that nobody monitors at the registered-office field is a slow-burn problem.
• Do NOT list a non-director as a director to satisfy the minimum-director count under CAMA 2020. The named director carries the statutory responsibilities — directors' duties, signing of returns, exposure for company defaults. A nominee director used as a counting placeholder is a risk to the named individual.
• Do NOT close the iCRP portal tab between Remita debit and the success-page redirect. The application may still complete in the background, but losing the success page complicates reconciliation if anything goes wrong. See [CAC payment pending](/cac/cac-payment-pending/) for recovery if the payment status sticks.
• Do NOT operate the company before the certificate issues. The legal personhood that limits shareholder liability begins on incorporation; trading before the certificate has issued runs the activity through the founder personally, not through the company.