The Corporate Affairs Commission (the “CAC” or the “Commission”) has just introduced a new incorporation form CAC1.1 (the “Form”) for the incorporation of companies under Part A of the Companies and Allied Matters Act. The Form is to consolidate and replace the existing forms CAC 2(statement of authorized share capital), 2.1(particulars of company secretary), 3(particulars of registered address), 4(declaration of compliance with the Companies and Allied Matters Act) & 7(Particulars of Directors) as part of its measures to facilitate the prompt registration of companies in Nigeria1 and therefore facilitate the ease of doing business in Nigeria. It is instructive to note that while the Form makes provision for signing by all of the directors of the proposed company and includes a continuation page for companies with more than 4 directors, it does not provide for the inclusion of the details of the proposed shareholders of the new company (Newco) captured in in the existing form CAC 2(Statement of share capital and return of allotment). It is expected that the details of the shareholders would have been provided in the Newco’s Memorandum & Articles of Association (“Memart”) and thus, there would be no need to repeat them in the Form CAC 2. Consequently, the details of the shareholders of the Newco are only to be stated in the Newco’s Memart2. The Memart along with the completed Form are now to be uploaded unto the CAC’s website. The implication of having the names of the shareholders appear only in the Memart, is that the Newcos will be able to dispense with the requirement for filing a return of allotment of shares within 1 month from the date of the incorporation of the Newco as contemplated by the Companies and Allied Matters Act3 . The CAC has also created a document upload interface through which the general public can upload the scanned incorporation documents for processing. This innovation is to take effect from Monday 6th March 2017. The CAC will approve the application on the strength of the scanned documents, and then print a registration certificate, certify the Memart and Form. The original hard copies of these incorporation documents are to be submitted by the customers at the point of collection of the certificate of registration and the certified true copies (CTCs) of the incorporation documents. However, the Commission will only release the certificate of registration and the CTCs when the officers are satisfied that the original documents are the same as the incorporation documents uploaded on the interface.
The CAC is also collaborating with the Federal Inland Revenue Service (FIRS) to ensure the integration of e-stamping module into the Commission’s company registration portal (CRP). The aim is to create a seamless registration process and further reduce the time and cost of registration of companies and other post incorporation processes in the country. Customers can stamp their documents on the CRP after completing their forms without physically taking them to the stamp duties office of the FIRS. The CAC has given an assurance that the CRP, when fully developed will serve as a one-stop company’s registration software capable of handling the stamping of incorporation documents, some post incorporation filings and other matters without users stepping out of their homes or offices. With the CRP, restrictions of time of the day and day of the week to transact business with the Commission, are to be eliminated. Customers can now submit their incorporation applications at any time including weekends and public holidays.
As a measure for ensuring the data integrity, the CAC has added that log-in details will be created for all registered companies. With the log-in details, only authorized persons will have access to a company’s profile and be able to make changes on the portal. Such changes include a change in directors, change of company secretary, and increase in share capital. This is expected to prevent fraudulent filings and ensure that only duly authorised persons can make changes to a company’s records with the CAC.
The initiatives by the CAC in concert with the FIRS are innovations which have been long overdue and stakeholders look forward to a time when all the CAC’s processes can be completed online.