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

 

 

The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer.This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached

More Articles

Search

Connect With Us

Got any questions?

If you are having any questions, please feel free to ask.

Send us an email

Frequently Asked

  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.
  • Do I need a Company Secretary?

    A limited liability company (LLC) must not have a company secretary.
  • What is a testimonium clause in an agreement?

    This is the part of the agreement where the witness attests to have witnessed the execution of the agreement.
  • What are the product categories available when registering with NAFDAC?

    The product categories include: Food, Cosmetics, Drug, Medical Device, Agro-Chemicals & Pesticide, Veterinary Products, Vaccines & Biologicals, Herbal and Nutraceuticals and Water
  • Can I use the data collected legally for one purpose for another purpose?

    No, you can’t use the data collected for one purpose for a different purpose.
  • Will my trademark registration in Nigeria protect me worldwide?

    No, all intellectual property (IP) rights which includes trademarks are territorial, which means you are protected in the countries in which you register them.
  • When can I start renewal of the registration of my product(s) with NAFDAC?

    You can start renewal 6 months to the date of expiry.
  • Can my kids be shareholders in my company?

    Yes your kids can hold shares in your company but there must be a minimum of two adult shareholders before kids can be included.
  • Can I trademark my logo and name separately? Why is this a good idea?

    Yes you can. The advantage is that it gives you the opportunity to have more than one logo or the opportunity to change your logo easily as opposed to registering the name and the logo as one trademark.
All FAQs
Call Us Now on +234 901 719 0079 Chat on WhatsApp