Application For The Re-registration And Conversion Of Company

NGN 30,000.0

3 days

Corporate Amendment

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Description

Information about the compliance service

Companies which were originally registered under a particular type can change their status by conversion and re-registration to another type of company. The most common types of Conversion and Re-Registration in Nigeria are:
a.           Re-registration of private as public. 
b.           Re-registration of public as private. 
c.           Re-registration of limited by shares as unlimited. 
d.           Re-registration of unlimited as Private Company Limited.
e.           Re-registration of statutory corporation as a company limited by shares.


Requirements

Info and documents needed for this service

In the conversion and re-registration of private company as public, the application should be accompanied by the following:
  1. Special resolution with signatures from at least two directors.
  2. Updated Memorandum and Articles of Association that comply with CAMA public company requirements.
  3. Directors' written statement regarding share capital.
  4. Company's balance sheet as at the date of the resolution or the preceding six months, whichever is later.
  5. Statement must show that the paid-up capital of the company as at the date of the application is not less than 25 percent of the authorized share capital.
  6. Copy of any prospectus or statement in lieu of prospectus submitted within 12 months to Commission.
  7. Payment of filing fees.
  8. Up to date Annual Returns filing.

In the re-registration of company limited by shares as unlimited company, the application should be accompanied by the following:
  1. An application in the prescribed form with signatures from two directors and the secretary.
  2. A prescribed form of assent to the company being registered as unlimited.
  3. A statutory declaration made by directors of the company.
  4. Stamped Memorandum and Articles of Association incorporating the alterations set out in the application.

In the re-registration of unlimited company as limited by shares, the application should be accompanied by the following:
  1. Special resolution stating the proposed share capital and requisite alterations in the Articles.
  2. Application in the prescribed form with signatures from at least two directors and secretary.
  3. Memorandum of Association as altered in pursuance of the resolution.
  4. Articles of Association as altered in pursuance of the resolution.
  5. Company’s balance sheet as at the date of the resolution or the preceding six months, whichever is later.
  6. Statutory declaration in the prescribed form by two directors and the Company Secretary that the special resolution required has been passed, and that the company's net assets are not less than the aggregate of the paid-up share capital and undistributable reserves.
  7. Copy of prospectus or statement in lieu of prospectus submitted within the preceding 12 months to the Securities and Exchange Commission

Process

Steps involved in this compliance service

  1. Pass a board resolution proposing the conversion of the company.
  2. Convene a general meeting of the company by way of notice of meeting issued by the company secretary.
  3. Pass a special resolution at the general meeting authorizing the re-registration and altering the Memorandum and Articles to the conversion.
  4. An application for re-registration together with the prescribed documents must be submitted to the Corporate Affairs Commission in the prescribed form duly signed by a director and secretary.

FAQs

Frequently asked questions about this service

  1. What is the effect of re-registration and conversion of company?
Following the successful re-registration and conversion of a company, the CAC will issue the new company a new Certificate of Incorporation that reflects the new status, new name, and new RC number of the company.

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