How to change my company from a public company to a private company in Nigeria

How to change my company from a public company to a private company in Nigeria

March 26, 2019

First, we will differentiate a private company from a public company.

A limited liability company, also referred to as a private company limited by shares is restricted from offering its shares to the public, while a public company is a company that the transfer of its shares is unrestricted, therefore open to the public to buy shares or debentures or deposit money for fixed periods. Any company that is not a private company shall be a public company and its memorandum shall state so

To convert your company from a PLC to a LTD, you have to re-register it as a LTD, with the following steps;

(a) a special resolution that it should be so re‐registered is passed

(b) an application for the purpose, signed by a director and the secretary of the company is delivered to the Commission together with a printed copy of the memorandum and articles of the company as altered by the resolution; and

The special resolution shall alter the company’s memorandum so that it states that the company is a private company and shall make such other alterations in the company’s memorandum and articles as are requisite in the circumstances.

The application shall be made within 28 days after the passing of the resolution

On hearing the application, the court shall make an order either cancelling or confirming the resolution and may make all such other orders or give such directions as it may think expedient under the circumstances.

The company shall, within 15 days from the making of the court’s order, or with‐in such other period as the court may by order direct, deliver to the Commission a certified true copy of the order.

If a company fails to deliver to the Commission a certified true copy of the order, the company and any officer of it who is in default, shall be guilty of an offence and liable to a fine of NI00 and for continued contravention, to a daily default fine of N25.

If the Commission is satisfied that a company may be re‐registered, it shall‐

(a) retain the application and other documents delivered to it,

(b) register the application and other documents and

(c) issue the company with a certificate of incorporation as a private company.

On the issue of the certificate‐

(a) the company shall become a private company and

(b) the alteration in the memorandum and articles set out in the resolution shall take effect accordingly.

Reference- S.53 CAMA

Team 618 Bees



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