Private company limited by shares PLCNigeria
What it takes to form, own and run a private limited company in Nigeria, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
Quote
having the liability of its members limited by the memorandum of association to the amount, if any, unpaid on the shares respectively held by them
Quote
The total number of members of a private company shall not exceed 50
Quote
minimum issued share capital which shall not be less than N100,000.00 in the case of a private company and N2,000,000.00, in the case of a public company
Form it
Who registers it
- Registry
- Formed without visiting
- Not stated
The registry’s and the law’s own pages do not mention it.
- Formed online
- Yes
What it takes to form
- A notary
- Not stated
The registry’s and the law’s own pages do not mention it.
- A resident director
- Not required
- Paying up the capital
- Shares and any premium are paid up in cash or, where the articles so permit, by valuable consideration other than cash (CAMA 2020 s.160); shares count as paid in cash only to the extent cash was actually received (s.161(1)); issuing shares at a discount is unlawful (s.146); the statement of initial shareholdings states the amount to be paid up and the amount, if any, unpaid on each share (s.37(1)(d)); the registry's checklist says shares of a company must be fully issued.
Quote
the shares of a company and any premium on them shall be paid up in cash, or where the articles so permit, by a valuable consideration other than cash or partly in cash and partly by a valuable consideration other than cash
Own it
Who may own and run it
- Directors
- At least 2 · individuals only
Quote
Every company, not being a small, company shall have at
- Shareholders
- At least 1 · at most 50 · a company may be one
Quote
The total number of members of a private company shall not exceed 50
- Members
- At least 1 · at most 50 · one person may form it alone
Quote
one person may form and incorporate a private company by complying with the requirements of this Act in respect of private companies
- A local company secretary
- Not required
Quote
requisite knowledge and experience to discharge the functions of a secretary
- A local registered agent
- Not stated
The registry’s and the law’s own pages do not mention it.
Each year, at the registry
- Annual registry fee
- NGN 5,000
Quote
l. Annual Returns, other post 5,000 5,000 5,000 10,000
- Accounts on the public record
- Small exempt
Quote
as for a small company in the cases specified in subsections (2) and (3), and
- Audit for a small company
- Not required
Quote
it is a small company within the meaning of section 394
- Audit
- Not in our records
Important dates
When each obligation falls due, as the authority states it.
- First annual general meeting
- 18 months after incorporation
CAMA 2020 s.237(1)(a): the company need not hold an AGM in the year of incorporation or the next if it holds the first AGM within 18 months of incorporation. A small company or a single-shareholder company need not hold an AGM (s.237(1)). Later AGMs: no more than 15 months between meetings (not expressible as a computable rule here).
What is public
- Directors
- Public
Quote
This is the address that will appear on the public record.
- Shareholders
- Public
Quote
This is the address that will appear on the public record.
- Beneficial owners
- Public
Quote
This is the address that will appear on the public record.
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Varies · 0–30%
Nigeria Tax Act 2025 s.56: 0% for a small company, 30% for any other company, with a 4% development levy (s.59) on assessable profits other than a small company's. The rate may be cut to 25% by presidential order.
Quote
(a) a small company, at 0% ; and
- CFC rules in Nigeria
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Voluntary striking-off under CAMA 2020 s.692: the company passes a special resolution, applies to the Commission, and advertises in three national daily newspapers within 28 days calling for objections; the Commission may strike the name off if satisfied the reasons are sufficient, the company has not commenced business and has no undischarged obligations, and no reasonable objection arrives within 28 days (s.692(1)). A company that has traded is wound up: the registry's post-incorporation filings include the notice of resolution for voluntary winding up, solvency declaration, appointment of liquidator and return of final meeting, and it supervises winding-up. The Commission may also strike off a company that has not operated or complied with the Act for 10 years (s.692(3)-(4)).
Quote
a special resolution has been passed by the company that the name of the company be struck off the register
- Statutory fee
- NGN 50,000
Quote
Voluntary Striking off 50,000 25,000 50,000 100,000
Every business in Nigeria
VAT
- Standard rate
- Not in our recordsThe tax authority’s pages have not been read for Nigeria.
Payment and banking services
1 service names Nigeria on its own list: Stripe. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Private company limited by shares (PLC)
- ISO 20275 code
- FHZYSecondary GLEIF, Entity Legal Forms code list