How to Start an Investment Company in Nigeria 

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If you think you have the capability of assembling a team competent in holding, managing, and investing securities on behalf of investors then you may want to consider starting an investment company. In Nigeria, there are steps to take to start an investment company in Nigeria. Read on. 

How to Start an Investment Company in Nigeria 

How to start an investment company in Nigeria: 

  • Prepare the Memorandum and Articles of Association of Your Proposed Company 

The first step to starting an investment company in Nigeria is to prepare the Memorandum and Articles of Association, even before attempting to register the company with the Corporate Affairs Commission (CAC). 

Memorandum and Articles of Association are legal documents that companies looking to be incorporated in Nigeria must tender during the company registration process.  

The memorandum document is a legal statement signed by all the shareholders or guarantors of your proposed investment company, agreeing to form the company. 

The content of the memorandum for your proposed investment company should include the name of the company, the object of the company, the type of company, the number of shares, the names of shareholders, the number of shares subscribed to, and signatures, as well as signature and name of a witness.   

Articles of Association, on the other hand, a legal document containing written rules to guide your proposed investment company agreed upon by the shareholders or guarantors, directors, and the company secretary. 

The required content of the Articles of Association includes the following: 

  • Notice, i.e. notice of meetings and how it would be circulated among members and directors of the company. 
  • The seal, i.e. the provision, use, and custody of the company seal.
  • Voting 
  • Meetings
  • Alteration of capital
  • Commission and brokerage 
  • Restriction on transfer of shares 
  • Class of shares 
  • Interpretation 
  • Names of subscribers 
  • Witness 

N/B: Investment companies seeking to be incorporated in Nigeria require a minimum of N5,000,000.00 share capital to be contributed by stakeholders seeking to be incorporated in line with the CAC provisions in Nigeria. 

  • Register With the Corporate Affairs Commission 

In this stage, start by conducting a name search on the proposed name of your investment company using the official website of the commission. 

Once the company name for your proposed investment company has been approved, you’ll be prompted to purchase a set of incorporation forms. Note, that you’d spend N10,000 for CAC registration. 

The incorporation forms expected you to fill and submit to have your investment company incorporated with the Corporate Affairs Commission include: 

  • Form CAC 1.1 Application for Registration 
  • Memorandum and Articles of Association 
  • Proficiency Certificate (where applicable)
  • Recognized form of identification for directors, shareholders, and secretary of your proposed investment company

With the above documents ready, the next thing to do is to submit them to the Federal Inland Revenue Service (FIRS) for payment of stamping duties and stamping. The FIRS stamp duty is charged at 0.75 percent of the share capital of the company. 

Then, submit the completed and stamped documents and corresponding permits to the Corporate Affairs Commission for verification and final approval.

Upon verification and approval of the submitted documents by the CAC, you’d be issued a Certificate of Incorporation with the accompanying certified true copies of relevant documents. 

  • Register Your Investment Company with NIPC

After you’ve gotten the Certificate of Incorporation from the CAC, the next stage is to apply for the Nigerian Investment Promotion Company (NIPC) registration. 

NIPC registration is mandatory for all-foreign owned companies after incorporation of their company with the CAC, as well as Nigerian companies seeking investment incentives from the government. Aside from incentives, NIPC registration offers Nigerian companies  Pioneer status, legal protection, access to information, assistance with approvals, and investment promotion. 

The following documents are needed for registration with NIPC: 

  • Duly completed NIPC form which can be downloaded from https://www.nipc.gov.ng/
  • Memorandum and Articles of Association
  • CAC Form 1.1
  • Power of Attorney/Letter of Authority (where applicable) 

Once the above-mentioned requirements are ready, you can submit the docs at the One Stop Investment Centre in NIPC or send the scanned copies to osicinfodesk@nipc.gov.ng. You’d be required to pay N15,000 through Remita as registration fee after submitting the above-mentioned documents. 

Depending on the completeness and accuracy of the documents submitted, it usually takes 1 to 5 days to issue the NIPC certificate. 

  • Get a License From the Securities and Exchange Commission for Your Investment Company

To be recognized as an investment company in Nigeria, it is mandatory to be licensed by the Securities and Exchange Commission (SEC). 

Here are the requirements to fulfill to gain an SEC license according to https://sec.gov.ng/check-lists/requirements-for-registration-as-securities-exchange/:   

 Payment

  • Evidence of Payment of Filing/Application Fee – N50,000 (Fifty Thousand Naira);
  • Evidence of Payment of Processing Fee – N200,000 (Two Hundred Thousand Naira);
  • Evidence of Payment of Registration Fee – N1,000,000 (One Million Naira);
  • Evidence of Payment of Sponsored Individual Fee – N50,000 (Fifty Thousand Naira) for each sponsored individual;

Forms

  • Duly Executed Form SEC 5 – For the Company
  • Form SEC 2 and 2D – Sponsored Individuals/Compliance Officers who shall be principal officers of the Exchange (i.e. Managing Director and Principal Officers). (To be completed in duplicates); (Note that every applicant Manager is to have at least four sponsored individuals, one of whom should be a Compliance Officer who shall be responsible for monitoring compliance with the ISA 2007, Rules and Regulations, notifications, guidelines, instructions, etc. issued by the Commission or the Federal Government)
  • Form SEC 2 and 2D – Directors of the Company (To be completed in duplicates)

Minimum Paid-Up Capital and Fidelity Insurance Bond

  • Evidence of Required Minimum Paid-up Capital – N500,000,000 (Five Hundred Million Naira) (i.e. Bank balances, fixed asset or Investment in quoted Securities);
  • Current Fidelity Insurance Bond covering at least 25% of the minimum paid-up capital as stipulated by the Commission’s Rules and Regulations;

Sponsored Individuals and Directors

  • A minimum of four sponsored Individuals, one of whom shall be a compliance officer;
  • Managing Director of the Company to be among the sponsored individuals;
  • Full postal addresses of immediate previous employers, bankers (with Current Account number), and nominated referees of sponsored individuals;
  • Detailed curriculum vitae of sponsored individuals and Directors which should include details of activities arranged from Secondary School to date with dates; (all gap in employment and educational history should be explained);
  • Copies of credentials of sponsored individuals including secondary school and NYSC discharge certificates; originals will be required for sighting by the SEC;
  • Evidence from the Sponsored Individuals of having a minimum of four years post-graduation experience to perform the Function as stipulated by the Commission`s Rules and Regulations; 
  • Police clearance report for each Sponsored Individual. Each sponsored individual is to report at the SEC head office in Abuja or the Lagos zonal office with two recent passport photographs to commence the process;
  • Copy of means Identification of the Directors and the Sponsored Individuals of the Company (International Passport, tax or utility payment documents); 

Applicant Company

  • Profile of the Company should include among others brief history of the company, organizational and shareholding structure, and principal officers as well as details of past and current activities;
  • The name(s) and address (es) of the company’s subsidiaries/associated companies, type of business, and percentage holding;
  • Copy of the Form for the General Undertaking for Members;
  • Two copies of existing or proposed by-laws or rules, Code of Conduct, Code of Dealing, etc., which are referred to as ‘Rules of the Exchange’;
  • Information as to its organization including structure and profile of members of its Council/Board as well as rules and procedure;
  • Detailed information about the promoters and principal officers of the Exchange;
  • Evidence of Payment of shares allotted to the shareholders;
  • Copy of the proceedings of the Exchange and the detailed documents in respect of the Investor Protection Fund and Trade Guarantee Fund when finalized;
  • Forward Instruction and Inspection manuals of members’ activities;
  • Copy of information relating to the Market Facilities including Trading facilities/floors, Quotation Board, Information Board/Ticker Tape, Computerization and Telephone systems;
  • Copy of Staff Policies and Procedures;
  • Two copies of the listing requirements of the Exchange;
  • Detailed information about the trading system to be adopted;
  • Undertaking by the Exchange to forward copies of Amendments of its Rules and listing requirements for approval by the Commission;
  • Operational manual and organizational chart of the company

Business plan;

  • Bank statement of accounts operated by the Company for the last 6 months;  

Corporate Documents

A copy of each of the following, duly certified by the CAC;

  • Certificate of Incorporation
  • Memorandum and Articles of Association – this should include the power to perform the specified function;
  • CAC Form(s) showing Statement of Share Capital, Return of Allotment, and Particulars of Directors

Note: the original copy of the certificate is to be presented for sighting by an authorized officer of the SEC

  • Latest audited accounts or audited statement of affairs of the company. Note that the cash assets ratio shall be 60% liquid assets and 40% fixed and other assets
  • Sworn undertaking to keep proper records and render returns as may be specified by the Commission from time to time signed by a director or the company secretary (to be notarized);
  • Sworn undertaking to abide by SEC Rules and Regulations and Investments and Securities Act No.29 of 2007 by a director or the company secretary (to be notarized);
  • Sworn undertaking by members serving on the Board of Directors of the Company and who are also Directors/having interest in Companies whose securities are being traded/could be traded on the Exchange (notarized);
  • Sworn undertaking to abide by Investments and Securities Act (ISA) No 29 of 2007 and the Commission`s Rules and Regulations(notarised);
  • Sworn undertaking to comply with and to enforce compliance by its members with the provisions of the Investment & Securities Act (ISA) 2007 and the Commission`s Rules and Regulations(notarised);

  • Buy or Lease the Right Investment Company Tools/Equipment 

With your company incorporated and licensed by the SEC, the next thing to do is to get the right equipment for your new investment company. 

Aside from the office which is a given, you’d also need to buy a computer or more, have an internet connection, get office supplies, and other relevant items needed in starting an investment company.   

You may also need to purchase and set up software for your investment company.  Suggested programs include a financial analysis program, a customer relationship management program, and an accounting program.  

  • Employ Staff

As a new investment company starting up, you need a workforce to carry out business operations.  

Be intentional about choosing professionals who suit the needs of your investment company. The staff you should employ for your investment company should possess any or a combination of these competencies: 

  • Portfolio management
  • Record keeping 
  • Custodial services 
  • Accounting 
  • Tax management
  • Knowledge of investing pool capital into financial services

At this start, you may need to hire a few staff, adding more as the company grows over the years. 

  • Market Your Investment Company to Attract Investors

At this point, open your doors for business, that is, market your investment company to attract investors. 

Your potential clients are investors willing to invest money in a company or other entity in exchange for a profit. 

So, as an investment company, your business is to engage in investing th combined capital of your investors in financial securities. This is usually done through a close-end fund or an open-end fund (commonly referred to as a mutual fund). 

Primarily, the role of an investment company is to manage, sell, and advertise funds to the general public, including other services like portfolio management, recordkeeping, custodial services, accounting, and tax management. 

The marketing strategies to utilize when marketing your investment company include: 

  • Use social media to reach potential investors
  • Use market data to properly target customers 
  • Define your investment company’s comparative advantage 
  • Create an effective and informative website and provide value to potential clients 
  • Word-of-mouth advertising

We believe that this article has provided a step-by-step guide to help anyone intending to have an investment company know all that is involved in starting one in Nigeria. 

 

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