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Share capital requirements for Nigerian company registration

Every Limited Liability Company in Nigeria must have a minimum authorised share capital of ₦1,000,000. This is required under the Companies and Allied Matters Act (CAMA). What surprises many people is what this figure actually means — and what it doesn't.

What is authorised share capital?

Authorised share capital is the maximum total value of shares your company is permitted to issue to shareholders. It is a figure stated in your incorporation documents, not cash that must sit in a bank account.

Think of it as the ceiling for how much equity your company can ever sell. Setting it at ₦1,000,000 doesn't mean you've spent ₦1 million — it means your company is authorised to issue up to ₦1 million worth of shares.

The ₦1,000,000 minimum under CAMA

The Companies and Allied Matters Act 2020 requires a minimum authorised share capital of ₦1,000,000 for a Private Company Limited by Shares. This applies to most standard business registrations.

The most common structure used in practice: 1,000,000 ordinary shares at ₦1 each, giving an authorised share capital of exactly ₦1,000,000. Your lawyer will advise the appropriate structure for your situation.

Paid-up vs authorised capital

Authorised capital is not the same as paid-up capital:

• Authorised share capital — the maximum your company can ever issue; appears in your Memorandum of Association.
• Paid-up share capital — the amount shareholders have actually paid for shares so far. This can be a fraction of the authorised figure.

You can incorporate with ₦1,000,000 authorised capital while only having shareholders actually pay in a much smaller amount. There is no requirement to deposit the full authorised figure into a company bank account at incorporation.

How does this affect the registration fee?

CAC registration fees are tiered by share capital. At the ₦1,000,000 minimum, the applicable registry fee is included in Adaka's base registration price. If you choose a higher share capital, the registration fee increases — your lawyer will show you the relevant tier before you commit.

Can you increase share capital later?

Yes. After incorporation, your company can increase its authorised share capital by passing a special resolution at a general meeting, then filing the resolution and amended Memorandum with the CAC. This is a routine corporate action and can be done at any time.