HOW TO REGISTER GROUP OF COMPANIES, HOLDING COMPANIES & CONSORTIUM OF COMPANIES IN NIGERIA.

The formalization of Group of Company.

One of the restricted words or phrase requiring consent before its use, under the Companies and Allied Matters Act is the use of the word “Group” or “Group of Companies” except and until the requisite consent has been sought obtained from the Registrar General of the Corporate Affairs Commission.

To formalize and incorporate a group of company in Nigeria, every corporate intending to have such a union or amalgamation must as a matter of statute (Companies and allied matters Act) have 3 or more related companies, the relationship being common shareholding in the 3 or more companies.

How to get started?

  1. Ensure all outstanding annual return obligations by the subsidiary companies are made up to date.
  2. Obtain consent from the registrar General, by way of name availability entry and reservation.
  3. Present evidence of the existence of 3 or more existing subsidiaries.
  4. Present resolution by each individual company consenting to or sanctioning the union.
  5. Statement that the share capital of the group shall not be less than the highest capital or any of the subsidiary company seeking to form the group.
  6. Compliance with section 733 of Companies and Allied Matters Act, 2020 (requiring certain companies to publish statement in prescribed form as in Fourteenth Schedule), these kind of companies only include banks, insurance companies, deposit provident companies, benefit societies.
  7. Upon, getting the nod from the Registrar General (RG), by way of consent, an accredited agent can then proceed to register the company as with every other LLC.

The Formalization of a Holding Company.

How to get started?

One of the restricted words or phrase requiring consent before its use, under the Companies and Allied Matters Act is the use of the word “Holding” “Holdings” or “Holding Company” except and until the requisite consent has been sought obtained from the Registrar General of the Corporate Affairs Commission.

To form a holding company

  1. Ensure all outstanding annual return obligations by the subsidiary companies are made up to date.
  2. Obtain consent from the registrar General, by way of name availability entry and reservation.
  3. Present evidence of the existence of 2 or more existing subsidiaries.
  4. Statement by the majority of directors of the proposed holding company, stating that the company shall take up more than 50% shares of the nominal value of share capital of each of the subsidiaries within 90 days of incorporation.
  5. Compliance with section 733 of Companies and Allied Matters Act, 2020 (requiring certain companies to publish statement in prescribed form as in Fourteenth Schedule), these kind of companies only include banks, insurance companies, deposit provident companies, benefit societies.
  6. Upon, getting the nod from the RG, by way of consent, an accredited agent can then proceed to register the company as with every other LLC.

The formalization of a consortium

A consortium is a union or amalgamation of different corporate entities, pulling their resources together to achieving a common goal, typically coming together for a specific project or joint venture, and most times as a special purpose vehicle (SPV) to delivering a project.

One of the restricted words or phrase requiring consent before its use, under the Companies   and Allied Matters Act is the use of the word “Consortium” except and until the requisite consent has been sought obtained from the Registrar General of the Corporate       Affairs   Commission.

How to get started?

  1. Obtain consent from the registrar General, by way of name availability entry and reservation.
  2. Present evidence of not less than 3 companies forming the consortium.
  3. Evidence of registration in the home country, in the case of foreign companies.
  4. A resolution by each of the companies, consenting to forming the consortium.
  5. A statutory declaration to wind up the consortium in accordance with the provisions of the Company and Allied Matters Act upon completion of business objects creating it.
  6. Inclusion of winding up clause in the article.
  7. Statement of the object clause in its memorandum and articles of association.
  8. Evidence of annual return filing up to date of the component companies.
  9. Evidence of Compliance with section 733 of Companies and Allied Matters Act, 2020 (requiring certain companies to publish statement in prescribed form as in Fourteenth Schedule), these kind of companies only include banks, insurance companies, deposit provident companies, benefit societies.
  10. Upon, getting the nod from the Registrar General (RG), by way of consent, an accredited agent can then proceed to register the company as with every other LLC.

Note, that, business names, Limited partnerships, Limited liability partnerships cannot form a group, consortium or holding companies, it is only a Limited liability company that can so do.

This is by no means and exhaustive article on the above corporate structures, contact us at starlionlegal@yahoo.com or 07057663782 for extensive legal opinion

Written By

Ehis Kelly Osagiede

Corporate Law Practice Team Lead at Starlion Legal

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