Under corporate Affairs commission laws, there are names under Prohibited List and there are names under RESTRICTED LIST.
The usage of the word “GROUP” is under the Prohibited list with cac, hence for purpose of registration, one need to seek and obtain the consent of the Registrar General of cac before using such word.
The Legal authority is found in Section 852(1) CAMA, the provision of the law absolutely prohibits the use of a name that is capable of misleading the public as to the: nature of the business; the nationality, race or religion of the persons by whom the business is controlled; deceptive or objectionable in that it contains a reference or suggests association with any practice, institution; capable of undermining public peace. In order to use a name such as “GROUP”, “HOLDING” ,”FEDERAL” “NATIONAL” “CORPORATIVE” “REGIONAL” “STATE” you need to seek the consent of the Registrar General of the Commission.
Before Proceeding further, it is important to be abreast with key terms that are important.
These are “Consortium and Holding” According to Cambridge Dictionary, “A consortium is an organization of several businesses or banks joining together as a group for a shared purpose” .
One will underline the key elements found in Consortium/Groups.
A Group or consortium involves three or more companies registered with Corporate Affairs commission.
A Group/Consortium involves companies that become its subsidiaries .
A Group/Consortium involves itself in the affairs of other companies under its subsidiaries list and manages the affairs of the subsidiaries.
A Group/Consortium manages the assets and liabilities of the subsidiaries under her.
A Group/Consortium Can Enter into contracts on behalf of its subsidiaries.
The Managers and directors of the Group/Consortium might be different from the subsidiaries
The Group/Consortium may appoint and dissolve the board of its subsidiaries.
A Group/Consortium must have a higher Share capital than the share capitals of the subsidiaries.
To Register A Group of Companies in Nigeria, you will need to follow the steps outlined below:
- Choose a unique name for your group of companies and conduct a name search to ensure that the name is available and not already taken.
- Reserve the name of your group of companies with the Corporate Affairs Commission (CAC) by completing and submitting the Name Reservation Form. Reservation of the name of the Group is solely at the discretion of the registrar general of the corporate affairs commission.
- Prepare the required documents, which may include the following:
- Memorandum and Articles of Association (MAA)
- Form CAC 1.1 (Application for Registration)
- Form CAC 2 (Particulars of the Company Secretary and Directors)
- Form CAC 3 (Notice of the Registered Address of the Company)
- Form CAC 7 (Particulars of the Share Capital of the Company)
- Pay the required fees for registration and Pay for the stamp duty.
- Submit the completed forms and supporting documents (Means of identity of the shareholders of the group, their signatures,) to the CAC.
- Once your application is approved, you will receive a certificate of incorporation, which confirms that your group of companies has been registered.
- Register for tax with the Federal Inland Revenue Service (FIRS) and obtain a tax identification number (TIN) for your group of companies.
It is important to note that the registration process for a group of companies may be more complex than that of a single company, and you may need to contact us for specific advise to ensure that you comply with all the relevant laws and regulations.