Registering a Group of Companies, Holding Company and Consortium in Nigeria

A group of companies are business structures that are created to accomplish specific purposes. It comprises three or more associated companies with common shareholders or ownership. This company becomes the shareholder of the distinct “Group” or companies. In other words, it becomes the holding company.

A holding company is a parent company that holds more than 50% shares in another company. That company then becomes a subsidiary with a specified purpose, and it does not engage in any business activity of its own. The purpose of the holding company is to control, acquire assets and manage the affairs of the subsidiary company and not necessarily engage in the day-to-day activities.

A consortium is a union of different corporate entities, pulling their resources together to achieve a common goal, which is usually for a specific project, objectives, or specific duties. Each company is responsible for the consortium as specified or set out in the consortium agreement.  

The consent of the Registrar General of the Corporate Affairs Commission (CAC) must be obtained to register a group of companies, holding company and consortium company.

Requirements to Obtain Consent of the Registrar General to register a Group of Companies

1. Evidence of payment of all annual return obligations by the subsidiary companies
2. Obtain consent from the Registrar General, through name application and reservation.
3. Evidence of the existence of 3 or more existing subsidiaries.
4. Evidence of a resolution by each individual company consenting to 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 kinds of companies only include banks, insurance companies, deposit provident companies, benefit societies.
7. Upon obtaining the consent, the group of companies can be registered with the same procedure for the registration of a new company.

Benefits of Holding Companies

1. They enjoy protection such as limit in financial and legal liability. In the event its subsidiary company goes bankrupt, the bankrupt company’s creditors cannot legally pursue the holding company for remuneration.
2. Reduction in its overall tax liability by strategically basing certain parts of its business in jurisdictions that have lower tax rates.

Requirements to register a Holding company

1. Evidence of payment of all annual return obligations by the subsidiary companies
2. Obtain consent from the Registrar General, through name application and reservation.
3. Evidence of the existence of 2 or more existing subsidiaries.
4. Statement by most 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 kinds of companies only include banks, insurance companies, deposit provident companies, benefit societies.
6. Upon obtaining the Consent, the holding company can be registered with the same procedure for the registration of a new company.

Requirements for registering a Consortium Company

1. Obtain consent from the Registrar General, through name application and reservation.
2. Evidence of payment of all annual returns obligations by the subsidiary companies
3. Evidence of not less than 3 companies forming the consortium.
4. Evidence of registration in the home country, in the case of foreign companies.
5. A resolution by each of the companies, consenting to forming the consortium.
6. 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.
7. Inclusion of winding up clause in the article.
8. Statement of the object clause in its memorandum and articles of association.
9. Evidence of annual returns filing up to date of the component companies.
10. 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 kinds of companies only include banks, insurance companies, deposit, provident or benefit society.
11. Upon obtaining the consent, the consortium company can be registered with the same procedure for the registration of a new company.

Cost and Procedure of Registration

The cost and procedure of registration is the same as that of a new company depending on the share capital.

Conclusion

Business names, Limited partnerships, and Limited liability partnerships cannot form a group, consortium or holding companies. It is only a Limited liability company that can do so. Feel free to send us a message for more clarity and assistance with this form of registration.