Avoid Delisting: Six Legal Steps Every Nigerian Business Must Take to Stay Active

The Corporate Affairs Commission (CAC) has ramped up enforcement against inactive businesses in Nigeria, striking non-compliant companies off its official register—a legal process known as “striking off.”

Once delisted, a company loses its legal status and is treated as non-existent in the eyes of the law, often only discovered when the business tries to access loans, attract investors, or bid for contracts.

To remain legally active and compliant under the Companies and Allied Matters Act (CAMA) 2020, Nigerian business owners must follow these six critical steps:

1. Choose a Unique Business Name

Select two distinct names and check for availability on the CAC portal. Once approved, a name can be reserved for 60 days at a cost of ₦500.
Names must comply with Section 30 of CAMA, meaning they cannot be identical to existing names or misleading to the public.

2. Prepare Governing Documents

Draft and sign the Memorandum of Association (which outlines business objectives and share structure) and the Articles of Association (covering internal rules and management).
These are required under Sections 27–28 of CAMA and must be signed by the business promoters.

3. Declare Share Capital

Private companies must have a minimum share capital of ₦100,000.
Be aware: the higher the declared share capital, the greater the registration fees and stamp duties payable during incorporation.

4. Appoint Directors and Shareholders

Provide details of at least two directors (or one, in the case of a small company) and at least one shareholder.
Directors must be at least 18 years old, of sound mind, and not disqualified under the Act.

5. Complete and Submit Registration

Fill out CAC Form CAC1.1 and upload it along with the governing documents and details of directors/shareholders on the CAC portal.
Pay all statutory fees and stamp duties to complete the process.

6. Stay Compliant Post-Registration

After incorporation, businesses must:

• Register for a Tax Identification Number (TIN)
• Secure relevant permits and licenses
• File annual returns within 42 days after each incorporation anniversary
• Declare Persons with Significant Control (PSC)
• Keep all regulatory fees up to date

Failure to comply with these obligations risks being struck off the CAC register, leaving your business legally invisible and unable to operate formally.

By staying proactive with these steps, Nigerian entrepreneurs can safeguard their businesses, maintain credibility with partners and investors, and ensure access to the formal economy.