Conversion of your Unlimited Company to A limited Liability Company in Nigeria

Conversion of your Unlimited Company to A limited Liability Company in Nigeria

March 26, 2019

Conversion of business type from unlimited to a limited liability company has been possible in Nigeria by virtue of Sec 52 Companies and Allied Matters Act (2004). The possibility of this conversion does not come without compliance to set down guidelines and requirement as stated in the Act.

HOW TO CONVERT YOUR UNLIMITED COMPANY TO A LIMITED LIABILITY COMPANY

  • Prepare a special resolution stating the decision of the board and members of the company to convert to a limited liability company signed by two directors.
  • The resolution shall state the proposed share capital and shall also provide for the making of such changes as required on the Memorandum and Articles of Association.
  • Application for re-registration signed by a Director and Company Secretary shall be submitted at the Commission
  • Application shall be accompanied by the following documents
    • Evidence of name search and reservation
    • Duly stamped altered memorandum and articles of association to reflect the change.
    • Updated annual returns filings or evidence of compliance to Annual Returns filings
    • Updated section 553 of CAMA applicable to financial institutions
  • Payment of required fees.

 

Note the following;

  • An unlimited company shall not be re-registered as a public company nor a company limited by guarantee.
  • A company cannot be re-registered as limited by share if it had previously been re-registered as unlimited  from limited by share
  • The notice of resolution for this must be filed within 15 days after the special resolution.

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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.

 

 

 

 

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Frequently Asked

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    It is a mandatory statutory requirement under the Companies and Allied Matters Act to file Annual Returns yearly. 

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    To register a business in Nigeria; you would need to conduct a name search of the business. You can achieve this using your CAC-CRP account.

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    SON Product Registration scheme is mandatory for all SON’s regulated products as mandated by SON Act 56 of 1971, 20 of 1984, 18 of 1990 as amended.

    This is irrespective of the registration done by NAFDAC

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