How to register a company without shares?

How to register a company without shares?

May 09, 2019

The stipulation for registration of a company is that it must be registered with shares. The Corporate affairs Commission (CAC) is strict in its adherence to this rule. A private company limited by shares must allot at least 25 percent of its shares before it can be registered.

However, there is a type of company where the subscribers can register the company without shares. This type is called a company limited by guarantee. In a company limited by guarantee, the subscribes are only liable for the amount in which they undertake to.

A company limited by guarantee is usually incorporated to promote a certain objective or for the advancement of art, culture, science etc. It is not for profit but can enter into commerce but any money gotten must be for the Advancement of its objectives.

The following is the procedure for the registration of a company limited by guarantee;

  1. Reserve the company’s name with the commission
  2. Download and Fill in the CAC 1.1 from the CAC website.
  3. Download and Fill in the Memorandum and Articles of Association Form from the Corporate Affairs Commission site.
  4. Print and sign the CAC 1.1 Form and Memorandum and Articles of Association.
  5. Upload the documents on the site.

The document to be uploaded includes;

  1. Availability printout
  2. CAC 1.1 form
  3. Memorandum and articles of association
  4. Identification of the subscribers
  5. Payment printout
  6. Consent letter from the Attorney General

 

 

 

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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  • 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.
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    A limited liability company (LLC) must not have a company secretary.
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  • What’s the difference between a business name and an LLC?

    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 
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