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.
Business Registration
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: Completion of Pre-Incorporation Forms
Complete the relevant Corporate Affairs Commission (CAC) forms online. These include key incorporation documents.
Required Forms
You must complete the following:
- Particulars of directors and shareholders
- Memorandum and Articles of Association (MEMART)
- Statement of share capital
- Return of allotment
- Declaration of compliance (CAC Form 1.1)
Each form must be filled accurately before submission.
Step 4: Persons with Significant Control (PSC) Disclosure
PSC disclosure is now mandatory at incorporation. This requirement is strictly enforced under CAMA 2020.
Legal Basis
The PSC framework is established under:
- Section 119 of CAMA 2020
- Section 868 of CAMA 2020
- PSC Regulations 2022
These laws require companies to disclose beneficial ownership information.
Who Qualifies as a PSC?
A natural person qualifies as a PSC if they:
- Hold at least 5% of shares or interest
- Hold at least 5% of voting rights
- Can appoint or remove a majority of directors
- Exercise significant influence or control
- Control a trust or firm that meets any of the above conditions
Step 5: Payment of CAC Registration Fees
Pay all applicable CAC registration fees online. Fees depend on:
- Type of entity
- Amount of share capital
Higher share capital attracts higher fees.
Step 6: Upload of Supporting Documents
Upload all required documents through the CAC portal.
Required Documents
- Valid means of identification (National ID, International Passport, or Driver’s Licence)
- Passport photographs of directors and shareholders
- Proof of residential or business address
- Any additional documents requested by CAC
Ensure all documents are clear and valid.
Step 7: Approval and Issuance of Certificate
After review, CAC will issue approval if all requirements are met.
Outcome
You will receive:
- Certificate of Incorporation (PDF format)
- Other incorporation documents
These documents are legally valid. They can be used to open corporate bank accounts and for other official purposes.
Persons with Significant Control (PSC)
Legal Framework
PSC disclosure is a legal requirement under Nigerian corporate law. It is supported by:
- Section 119 of CAMA 2020
- Section 867 and 868 of CAMA 2020
- PSC Regulations 2022
These provisions were introduced to improve corporate transparency.
Regulatory Purpose
The PSC framework ensures that real owners of companies are identified. It also helps prevent misuse of corporate structures.
PSC Obligations
PSC compliance creates responsibilities for three parties.
Duty of the PSC
A PSC must notify the company within 7 days of becoming a PSC. This notice must include full details of control.
Duty of the Company
The company must:
- Notify CAC within one month
- Maintain an internal PSC register
- Include PSC details in annual returns
Duty of CAC
The CAC maintains the Beneficial Ownership Register (BOR). It is publicly accessible at bor.cac.gov.ng.
Consequences of Non-Compliance
Failure to comply with PSC rules attracts strict penalties.
Administrative and Financial Penalties
- Daily fines for continued non-compliance
- Refusal to accept annual returns without PSC data
- Denial of Letters of Good Standing
Operational Restrictions
- Company may be marked “Inactive” on CAC portal
- Filing of updates may be blocked
Legal Penalties
- False PSC information attracts fines
- Responsible officers may face up to 2 years imprisonment
Minimum Share Capital Requirements (CAC)
Companies must meet minimum share capital requirements under CAMA 2020.
General Requirements
- Private Limited Company: ₦100,000
- Public Limited Company: ₦2,000,000
- Foreign Company: ₦100,000,000
- Vessel Owning Company: ₦25,000,000
Regulated Sectors
- Banking: ₦500 billion and above (CBN guidelines)
- Insurance: varies by class (NAICOM guidelines)
- Microfinance Bank: varies by tier (CBN guidelines)
Key Developments for 2026
RC Number as TIN
From 1 January 2026, the RC Number now serves as the Tax Identification Number (TIN). This is under the Nigeria Tax Act 2025 and NTAA 2025.
Companies no longer need separate TIN registration.
Name Change: FIRS to NRS
The Federal Inland Revenue Service (FIRS) is now the Nigeria Revenue Service (NRS). All tax functions remain the same, but under the new name.
CAC Portal Version 3.0
The CAC upgraded its digital portal to Version 3.0. It includes:
- Real-time name availability search
- Unified dashboard for multiple registrations
- Faster processing and approvals
The system improves efficiency and user experience.
Mandatory Annual Returns
Annual returns are compulsory for all registered entities. This includes companies, business names, and LLPs.
Key Enforcement Measures
- Penalties apply for late filing
- Non-compliant companies may be marked inactive
- CAC may reject filings without PSC details
Conclusion
Nigeria’s corporate registration system has evolved significantly. Key reforms include CAMA 2020, PSC Regulations 2022, and the Nigeria Tax Act 2025.
Digitalisation has improved speed and transparency. PSC disclosure strengthens corporate accountability. The RC number now also serves as TIN, simplifying tax registration.
Businesses must comply with all CAC requirements. Failure to comply may lead to fines, restrictions, or loss of active status.
