Business Registration in Nigeria 2026

Business Registration in Nigeria is a legal requirement under the Companies and Allied Matters Act (CAMA) 2020 and is administered by the Corporate Affairs Commission (CAC), the statutory body responsible for the regulation and supervision of the formation, incorporation, registration, management, and winding up of companies and business names in Nigeria. This 2026 updated guide incorporates significant regulatory and legislative changes that have occurred since 2025, including the commencement of the Nigeria Tax Act (NTA) 2025, the full enforcement of the Persons with Significant Control (PSC) Regulations 2022, and upgrades to the CAC online registration portal. Every entrepreneur, investor, and corporate professional operating in Nigeria should be aware of these changes.

Step-by-Step Business Registration Process 

The CAC now operates a fully digitalised registration process via its online portal. The following steps apply to the registration of a Private Limited Company: 

Step 1. Create a CAC-CRP Portal Account, visit the CAC online portal at pre.cac.gov.ng and create a Customer Registration Portal (CRP) account using a valid email address. Accredited agents and legal practitioners may register as agents on the portal.

Step 2. Conduct a Name Search / Reservation Search for your proposed company name to confirm its availability. If available, reserve the name. The reservation is valid for a specified period. The CAC Version 3.0 portal (launched in 2025) now provides real-time name availability searches and a unified dashboard for managing multiple registrations. 

Step 3. Complete Pre-Incorporation Forms.

Complete the relevant CAC forms online, including: particulars of directors and shareholders; Memorandum and Articles of Association (MEMART); statement of share capital and return of allotment; and declaration of compliance (CAC Form 1.1). 

Step 4. Disclose Persons with Significant Control (PSC) This is now a mandatory step at the point of incorporation. 

Step 5. Pay registration fees: Pay the applicable CAC registration fees online. Fees vary based on the share capital of the company and the type of entity being registered. 

Step 6. Upload supporting documents: Upload scanned copies of: means of identification (national ID, international passport, or driver’s licence) of all directors and shareholders; passport photographs; evidence of address; and any other required documents.

 Step 7. Approval and Issuance of Certificate Upon review and approval by the CAC, the electronic Certificate of Incorporation and other incorporation documents are issued digitally in PDF format. These are legally valid for opening corporate bank accounts and other purposes.

Persons with Significant Control (PSC) 

Legal Basis

The disclosure of Persons with Significant Control is a mandatory legal obligation introduced by CAMA 2020 and further operationalised by the Persons with Significant Control Regulations 2022 (the “PSC Regulations”), which were approved by the Minister of Industry, Trade and Investment on 23rd November 2022 pursuant to Section 867 of CAMA 2020. 

The specific provisions are as follows:

Section 119 CAMA 2020 Imposes the primary obligation on companies to identify, notify, and maintain a register of Persons with Significant Control. Subsection (5) empowers the CAC to prescribe penalties for non-compliance. 

Section 868, CAMA 2020 & Regulation 14, PSC Regulations 2022 Define who qualifies as a Person with Significant Control.

PSC Regulations 2022 (Regulation 12) Sets out the sanctions and consequences for failure to comply with PSC reporting obligations, including daily fines and ‘inactive’ status on the CAC portal.

Who Qualifies as a Person?

Pursuant to Section 868 of CAMA 2020 and Regulation 14 of the PSC Regulations 2022, a natural person qualifies as a PSC if they, directly or indirectly: 

• Hold at least 5% of the issued shares or interest in the company or LLP; 
• Hold at least 5% of the voting rights in the company or LLP; 
• Hold the right to appoint or remove a majority of the board of directors; 
• Have the right to exercise, or actually exercise, significant influence or control over the      company or LLP; or 
• Have the right to exercise, or actually exercise, significant influence or control over the activities of a trust or firm that meets any of the above conditions.

 

Obligations of the PSC and the Company

The PSC disclosure framework creates a tripartite obligation on the PSC, the company, and the CAC: 

• Duty of the PSC (Section 119(1) CAMA 2020): A person who becomes a PSC must, within 7 days of acquiring that status, notify the company in writing of the particulars of their control. 
• Duty of the Company (Section 119(2) CAMA 2020): Upon receiving PSC information, the company must notify the CAC within one (1) month. The company must also disclose PSC information in every annual return and maintain an internal PSC register. 
• Duty of the CAC (Section 119(3) CAMA 2020): The Commission must maintain the Beneficial Ownership Register (BOR), which is publicly accessible at bor.cac.gov.ng. 

 

Consequences of Non-Compliance

Non-compliance with the PSC disclosure obligations carries serious consequences under Regulation 12 of the PSC Regulations 2022 and CAMA 2020: 

• A company or LLP that defaults shall be liable to pay daily fines to the CAC for every day the default subsists, in the amounts prescribed in the Regulations. 
• The CAC shall mark the status of the defaulting company as ‘Inactive’ on its portal, which prevents the company from registering any changes to its corporate information or filing any further documents until compliance is achieved. 
• The CAC shall not accept an annual return for filing if PSC particulars are not contained in the return. 
• The CAC shall not issue a Letter of Good Standing to any company or LLP that has failed to comply with its PSC reporting obligations. 
• Submitting false PSC information attracts a penalty fine against the company and an imprisonment term of 2 years for the reporting officer. 
• Where a suspected PSC refuses to comply with a warning notice within 7 days, the company may restrict the relevant interest of that person, effectively freezing their rights to share transfers, voting, dividends, and new share issuances.

 

Minimum Share Capital Requirements CAC 

CAC registration must be carried out in compliance with the minimum authorised share capital requirements applicable to the type of business and regulated sector. The general CAC thresholds under CAMA 2020 are as follows:

 

Entity / Sector Minimum Share Capital Authority

 

Private Limited Company N100,000 CAMA 2020 

Public Limited Company N2,000,000 CAMA 2020 

Foreign Company N100,000,000 CAC Practice / NIPC 

Vessel Owning Company N25,000,000 NIMASA Regulations 

Banking (commercial) N500,000,000,000+ CBN Guidelines 

Insurance Company Varies by class NAICOM Guidelines Microfinance Bank Varies by tier CBN Guidelines

 

Key Developments for 2026: What Has Changed?

RC Number Now Serves as Tax Identification Number (TIN) 

Effective 1st January 2026, a major simplification has been introduced under the Nigeria Tax Act (NTA) 2025 and the Nigeria Tax Administration Act (NTAA) 2025: a company’s CAC Registration Number (RC Number) now automatically serves as its Tax Identification Number (TIN). This means that upon incorporation, a company no longer needs to separately register with the Nigeria Revenue Service (NRS) to obtain a TIN. The RC Number is the TIN.

 

FIRS Has Been Renamed: 

Now the Nigeria Revenue Service (NRS) Under the Nigeria Tax Act 2025 and the Nigeria Tax Administration Act (NTAA) 2025, the Federal Inland Revenue Service (FIRS) has been renamed and reconstituted as the Nigeria Revenue Service (NRS). Any reference to FIRS in older articles, agreements, or forms should be updated accordingly. The NRS assumes all the functions and responsibilities previously vested in the FIRS.

 

CAC Portal Version 3.0: The CAC launched its upgraded Version 3.0 online portal featuring real-time business name availability searches and a unified dashboard for managing multiple registrations, making the registration process faster, more transparent, and more user-friendly. 

 

Mandatory Annual Returns for All Registered Entities: The CAC has intensified enforcement of the annual returns filing obligation under Section 417 of CAMA 2020. From January 1, 2024, the CAC commenced full application of penalties against defaulting companies and their directors/officers. All registered entities including companies, business names, and LLPs must file annual returns annually to remain compliant and maintain active status. 

 

Conclusion

The business registration landscape in Nigeria has undergone significant changes in recent years, driven by the enactment of CAMA 2020, the PSC Regulations 2022, and most recently, the Nigeria Tax Act 2025. The full digitalisation of the CAC process, the introduction of mandatory PSC disclosure, the unification of the RC Number and TIN, and the heightened enforcement of annual returns compliance all reflect Nigeria’s growing commitment to corporate transparency, ease of doing business, and alignment with international standards. Entrepreneurs and investors are strongly advised to ensure full compliance with all CAC requirements, particularly PSC disclosure at the point of registration and on an ongoing basis. The consequences of non-compliance, including daily fines, inactive status, inability to file documents, and denial of a Letter of Good Standing, can have serious operational and reputational consequences for a business.