By this we mean, the preliminary
steps that a company incorporated in Nigeria must take before commencing
business. Some of these steps are optional while some are imposed by low. Two
main matters imposed by law are:
(a)
Publication of name, and
(b)
Keeping of statutory books
Others are:-
(a)
Obtaining Tax Identification Number for the
company, and
(b)
Displaying the Certificate of Incorporation in all
offices (branch and head) of the company.
We shall attempt to
briefly explain these:
1.
Publication
of Name:
It is pertinent at onset to distinguish between a “Corporate Name” and a “Trade
Name”. It is the corporate name – that is the name with which the company
is registered at the Corporate Affairs Commission - that is publish and not the
Trade Name. The latter may however be registered with the Trade Mark Registry
of the Federal Ministry of Commence. The corporate name is that which the
Certificate of Incorporation bears. The company can sue/be sued with its
corporate name.
The foregoing apart, the mode of publication of name is provided for in section 548(1) (a)-(c) of CAMA; which
summarily provided that a company must publish its name in three forms before
commencement of business:
(a)
By publishing the name and registration number of
the company in form of a name plate outside
every office or place of business in legible letters and conspicuously
displayed.
(b)
By engraving the company’s corporate name in
legible characters on its common seal.
(c)
By publication of name and registration number in
legible characters in all business
letters, notices, advertisements, other official publications (documents)
of the company and in all its bills of exchange, promissory notes,
endorsements, cheques, orders for money, etc, invoices, receipts, parcels,
letters of credit, local purchase order, etc.
(d)
By printing letter
headed paper with the company’s name, registration number, address, names
and nationality of directors, website, email etc.
2.
Statutory
Books:
These are the registers/books required
to be kept by incorporated companies before commencement business. The
books/registers vary with each type of company. Below is a checklist of each
statutory book and their uses.
(i)
Register
of Members
(section 83 & 84 of CAMA): This contains the
names, addresses, occupation, types of shares, number of shares, class of
shares mode of payment, amount paid and (or) remaining unpaid relating to
existing and previous shareholders and shareholding. It is required for all
types of companies.
(ii)
Index
of Members
(Section 85 of CAMA): This applies to Public Limited
Companies, because it is required once membership exceeds 50. The purpose is to
list out the names of members and the page where information concerning them
can be found in the register of members. It does not apply to private limited
companies.
(iii)
Register
of Substantial Interest in Shares: This is provided for in sections 97 and 95(2) and (3) of CAMA. It is only required for
public companies with share capital. Its purpose is to registers those who have
up to 10% and above of the total shares of the public company. The reason is
for voting rights.
(iv)
Register
of Directors and Secretaries:
This is provided for in section 292(1)-(5) of CAMA and it is required for all companies.
Its purpose is to register the names, address, occupation, nationality, date of
birth and other particulars of the affected officers.
(v)
Register
of Directors Shareholding:
This is provided for in section 275 of CAMA and is applicable to only companies with a
share capital such as private and public company limited by shares. It records
the shares or debentures of the company directors.
(vi)
Register
of Charges:
This does not apply to companies limited by guarantee (Ltd/Gte). It
is provided for in section 191 and 192
of CAMA and is necessary for private and public company limited by shares.
It records charges -fixed and floating - created by the limited company on its
assets.
(vii)
Register
of Debenture Holders:
This is provided for in section 193 of CAMA and is required for all companies except a
company limited by guarantee. It records the names and particulars of debenture
holders and the details of the terms of issue within 30 days of creation and 30
days of ceasing.
(viii)
Minutes
Book
(Section 241 and 241 of CAMA): This is required for
all types of companies and it records the proceedings of meetings, of the
company signed by the chairman and secretary as prima facie evidence of what
transpired in the meeting.
(ix)
Accounting
Records
(Section 331 & 332 OF CAMA): This is required for
all types of company and it is to show and explain the financial transactions
of the company, the financial position of the company, so as to measure its assets
and liabilities.
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