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Formation Document
I need a formation document for a new limited liability company in Nigeria, detailing the company's name, registered address, objectives, share capital, and the appointment of two directors and a company secretary. The document should comply with the Companies and Allied Matters Act (CAMA) and include provisions for electronic meetings and decision-making.
What is a Formation Document?
A Formation Document is the official paperwork you file with Nigeria's Corporate Affairs Commission (CAC) to legally create your business or organization. It spells out essential details like your company's name, address, business activities, and ownership structure.
For Nigerian companies, this typically means either a Certificate of Incorporation with Memorandum and Articles of Association (for limited liability companies), or a Business Name Registration Certificate (for sole proprietorships). These documents prove your business exists legally and help you open bank accounts, sign contracts, and follow local regulations.
When should you use a Formation Document?
You need Formation Documents the moment you decide to start a legitimate business in Nigeria. This crucial paperwork must be in place before you begin operations, sign contracts, or open corporate bank accounts. Most Nigerian entrepreneurs file these documents when launching a new company, expanding into different business activities, or converting an informal business into a registered entity.
The Corporate Affairs Commission (CAC) requires Formation Documents for key business milestones like securing loans, bidding on government contracts, or bringing in investors. Having proper documentation from day one helps avoid fines, legal complications, and business disruptions that often plague unregistered companies.
What are the different types of Formation Document?
- Business Agreement Form: Used for registering limited liability companies with the CAC, outlining ownership structure, business objectives, and share capital details
- Partnership Deed Form: Essential for establishing partnerships, detailing profit sharing, management responsibilities, and partner obligations under Nigerian law
- Business Name Registration Form: Simpler document for sole proprietorships and small businesses, focusing on basic business identity and owner information
- Incorporated Trustees Form: Specifically designed for non-profit organizations, religious bodies, and charitable institutions
Who should typically use a Formation Document?
- Business Owners: Entrepreneurs and company founders who initiate the formation process and bear primary responsibility for accuracy of information
- Corporate Lawyers: Draft and review Formation Documents to ensure compliance with Nigerian company law and CAC requirements
- Company Secretaries: Handle document filing, maintain corporate records, and manage ongoing compliance obligations
- CAC Officials: Review and process Formation Documents, ensure compliance with regulations, and issue certificates
- Directors and Shareholders: Sign and approve Formation Documents, commit to stated business objectives and governance structure
How do you write a Formation Document?
- Business Details: Gather your proposed company name, business address, and nature of business activities
- Ownership Structure: List all shareholders or partners with their personal details and proposed ownership percentages
- Capital Information: Determine your share capital structure and how much each member will contribute
- Director Information: Compile biographical data and identification documents for all proposed directors
- Documentation: Prepare passport photos, proof of address, and means of identification for all parties
- Online Platform: Use our automated system to generate legally-compliant Formation Documents that meet CAC requirements
What should be included in a Formation Document?
- Company Name: Full registered name, approved by CAC, with business type designation (Ltd, Plc, etc.)
- Object Clause: Clear statement of permitted business activities and operational scope
- Registered Address: Physical location within Nigeria where official documents can be served
- Share Capital: Authorized share capital, types of shares, and allocation among shareholders
- Director Details: Names, addresses, and occupations of all company directors
- Subscriber Information: Complete details of all shareholders with their shareholding percentages
- Company Secretary: Appointment and duties (mandatory for public companies)
- Execution Block: Designated spaces for required signatures and witness attestation
What's the difference between a Formation Document and a Corporate Governance Document?
Formation Documents and Corporate Governance Documents serve different but complementary roles in Nigerian business law. While Formation Documents establish a company's legal existence, Corporate Governance Documents guide how the established company operates.
- Timing and Purpose: Formation Documents are required at business creation, while governance documents come into play after establishment
- Legal Scope: Formation Documents focus on basic structure and registration requirements, while governance documents detail internal management processes
- Modification Requirements: Changes to Formation Documents need CAC approval, but governance policies can be updated internally with board approval
- Primary Users: Formation Documents primarily serve external stakeholders and regulators, while governance documents guide internal operations and management
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