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.


  • 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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Frequently Asked

  • What additional documents do I require to file my Annual Returns?
  • Do I need a Company Secretary?

    A limited liability company (LLC) must have a company secretary.

  • Do I have to physically drop off my product sample at NAFDAC office?

    No, you can choose to have it sent to NAFDAC office

  • What is personal data?

    This is any information that can be used to identify an identifiable human person such passport photograph.

  • Does a trademark search automatically reserve my trademark name?

    No, a trademark search does not automatically reserve that which is sought to be trademarked. A search ascertains whether that which is sought to be trademarked is available or violates any existing trademark.

  • Do I have to physically drop off my product sample at NAFDAC office?

    No, you can choose to have it sent to NAFDAC office

  • 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.

  • What is a trademark?

    A trademark can be any word, sign, symbol or graphic that you apply to your company, goods or services to distinguish them from those of your competitors; for example, a brand, product or company name, or logo. The trademark serves as a badge of origin for your business and its brands and products, and can consist of words, logos, slogans, colours and shapes, or a combination of all of these.

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