Annual Returns
Why must I file Annual Returns?
It is a mandatory statutory requirement under the Companies and Allied Matters Act to file Annual Returns yearly.
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.
What additional documents do I require to file my Annual Returns?
Business Types
What’s the difference between a business name and an LLC?
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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.
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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.
Do I need a Company Secretary?
A limited liability company (LLC) must have a company secretary.
Must my Company Secretary be a Lawyer?
Although it’s ideal to have a lawyer as a company secretary, it is not compulsory for small private businesses.
Business compliance
What is SON?
SON stands for ‘Standards Organization of Nigeria’
If I have NAFDAC Registration number, do I still need SON registration number?
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
What are the benefits of Registering with SON?
- Product traceability in the Nigerian market
- Detection of counterfeit products
- Barriers to the circulation of substandard goods
- The official SON Product Registration Logo and number are displayed on registered products.
What are the penalties for not registering my products with the SON?
- Seizure of goods by the Inspectorate and Compliance Directorate
- Payment of a fine.
- Prosecution
Starting a Company
How many directors do I need to start a company?
A minimum number of two (2) directors is required to form a company.
How many shareholders do I need to start a company?
A minimum of two (2) shareholders is required to form a company.
Who can be directors in my company?
Any two adults can be directors in a company.
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 a minor be a company director?
No, a minor cannot be a director. A minor under Nigerian Law is anyone who is below 18 years of age.
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.
What is share capital?
The share capital in a private limited company is the amount of money invested by its owners in exchange for shares of ownership.
Trademark
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.
Why do I need a trademark?
You need to register your trademark because if you don’t register it, someone else can! It helps identify you as the source ad indicates a consistent level of quality of your products and services. Securing a registered trademark protects your brand, and provides you with tools to prevent someone else from using similar signs and riding off the back of your business.
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.