Nigeria Company Formation and Company Secretarial

Work with Nigeria’s Top-ranking company secretaries with proven track record of excellent deliveries.

What are Company Secretarial Services?

Company Secretarial Services, also known as Corporate Secretarial Services, play a vital role in the administration and governance of a company. These services encompass a range of administrative, compliance, and management functions that help ensure the company’s smooth operations, regulatory compliance, and effective
communication among stakeholders.

Let’s see an explanation of what these services involves:

Administrative Functions

1. Maintaining Records: Corporate secretarial services involve keeping and maintaining accurate and up-to-date records of important company documents, such as the company’s Articles of Association, Memorandum of Association, and registers of shareholders and directors.

2. Arranging Meetings: The service provider is responsible for organizing various meetings, such as board meetings and general meetings, in accordance with legal requirements. This includes sending out notices, preparing agendas, and documenting the minutes of these meetings.

3. Communication: Corporate secretaries facilitate effective communication among stakeholders, including shareholders, board members, and regulatory authorities. They ensure that information is shared in a timely and accurate manner.

Compliance Functions

1. Regulatory Compliance: Corporate secretaries ensure that the company complies with various legal and regulatory requirements. This includes ensuring that the company’s activities are in accordance with company law, industry regulations, and other applicable laws.

2. Filing Requirements: They oversee the timely and accurate filing of various statutory documents with relevant government authorities. This may include filing annual returns, financial statements, and other required documents.

3. Disclosure Requirements: Corporate secretaries ensure that the company discloses relevant information to shareholders, regulators, and the public as required by law. This includes providing information about changes in directors, share ownership, and other significant events.

Governance Functions

1. Corporate Governance: Corporate secretaries play a crucial role in maintaining good corporate governance practices. They help ensure that the company’s operations are conducted ethically, transparently, and in the best interests of shareholders.

2. Advisory Role: They advise the board of directors and senior management on matters related to corporate governance, regulatory compliance, and company law. This advice helps the company make informed decisions.

3. Conflict of Interest: Corporate secretaries help manage conflicts of interest by ensuring that board members and key stakeholders adhere to ethical standards and disclose any potential conflicts.

4. Code of Conduct: They help develop and implement a code of conduct for the company, outlining expected behaviour and ethical standards for employees and directors.

In essence, corporate secretarial services serve as a backbone for a company’s administrative and compliance functions. These services ensure that the company operates within legal boundaries, follows industry standards, and communicates effectively with its stakeholders.

By performing these crucial functions, corporate secretaries contribute to the company’s overall success, reputation, and long-term sustainability.

What is a Company Secretary?

A company secretary is one who ensures smooth administrative functioning, legal compliance, governance adherence, and communication support. They bridge the gap between the board and various stakeholders.

What Are the Roles and Responsibilities of a Company Secretary?

– Record and Upkeep of Statutory Books: The meticulous task of recording and upkeeping statutory books
is intricate and time-consuming. Accurate management is essential to avoid penalties and fines.

– Organizing Meetings: The company secretary assumes full responsibility for arranging board of directors meetings. This involves creating agendas, notices, gathering supporting materials, and compiling accurate meeting minutes. Additionally, they ensure adherence to regulatory compliance surrounding these meetings.

– Effective Communication: The company secretary ensures the company remains well-informed by disseminating internal information. This includes updates such as changes in directors, their addresses, registrations, appointments, and allotments.

– Ensuring Legal Compliance: One of their core responsibilities is to ensure the company operates in accordance with legal mandates and requirements.

– Stakeholder Communication: Representing the company, the company secretary
shares important shareholder-related information. This encompasses details like dividend information, share ownership registration and transfer processes. They serve as the primary point of communication with shareholders and external entities.

– Authority and Oversight: By virtue of representing the company, the company secretary holds the authority to sign legal documents, cheques, and other bank-related instruments. Sometimes, they also manage payroll, tax compliance, pensions, and insurance matters, and liaise with the company's accountants and legal representatives.

The Value of a Company Secretary

– We recognize that without a company secretary, the director or a designated representative must shoulder the administrative, compliance, and governance responsibilities. To ease this burden, many companies opt to hire a company secretary.

– A company secretary helps avert complications and reduces the workload associated with administrative, compliance, and corporate governance tasks. At Qeeva’s Advisory Limited, amidst the evolving national policies and diverse organisational needs, our company secretarial services emerge as the backbone of compliance. Our meticulous administrative functions foster sound corporate governance, stakeholder communication, and legal compliance.

Who We Are?

We are in Nigeria’s Top 10 Company Secretarial Services Provider. Our experience in this sector spans over 150 years combined. Our clients enjoy unique, satisfying services in company registration, annual returns filing, company share capital increases, maintenance of company registers, dividends and share transfers. We help our clients structure quality memorandum and articles of association in response to their peculiar needs.

Qeeva’s Advisory Comprehensive Company Secretarial Services

Qeeva Advisory Limited boasts a dedicated team comprising company secretarial experts, Chartered Accountants, and legal professionals with extensive experience across diverse industries in Nigeria. With a focus on providing holistic solutions for all corporate secretarial matters, our team excels in varied sectors.

Our Multifaceted Service Portfolio:

For the Board of Directors:

– Crafting and disseminating agendas, notices, and minutes of board meetings and
committee sessions.

– Drafting resolutions in alignment with company law and requirements.

– Ensuring meticulous management of company law procedures.

– Supporting the board with its responsibilities and duties.

– Maintaining statutory registers, minute books, and requisite records.

– Assisting auditors during annual reviews of Company Secretarial records.

– Conducting Board meetings in adherence to regulations.

– Preparation of the company’s annual report as per regulatory guidelines.

– Implementing CSR activities compliant with regulations.

– Filing financial statements and documents in XBRL format.

– Offering both physical and virtual meeting options.

– Providing advisory services for company transactions, mergers, acquisitions, and more.

For Shareholders:

– Designing agendas, notices, and meeting minutes for shareholder meetings.

– Sharing the company’s annual report, accounts, and interim statements with shareholders.

– Providing support for matters pertaining to shareholdings.

– Addressing shareholder queries and requests.

Statutory Filings:

– Assisting in AGM document preparation and annual return filings.

– Ensuring compliance with statutory periodic returns under the Companies Act, 2013.

– Overseeing company law compliance, maintaining statutory registers, and filing necessary documents with the Registrar of Companies.

Administrative Compliances:

– Assisting in the incorporation of new companies and LPPs in Nigeria.

– Guiding new company setup, registration, and assisting with processes like Limited Liability Partnerships (LLP) establishment, change of name, change of objects, and status transitions.

– Facilitating the conversion of partnership firms or LLPs into companies.

– Offering expertise in the registration of Foreign Companies, including branch offices, liaison offices, or project offices.

How We Work at Qeeva Advisory Limited?

Our pragmatic approach in rendering company secretarial services assures that you are freed from mundane and basic matters required. We also act as your dependable compliance secretaries.

Delegating this complex work to our specialist team lets you concentrate on your core business, secure in the knowledge that you are compliant. We would be delighted to discuss how we can support and improve your company’s secretarial and company formation work. Alternatively, you can find out more about us and our service by downloading our brochure.

Our array of services includes but is not limited to the following

● Annual Returns Filing.
● Maintenance of Register of Shareholders.
● Reminding Corporate of due dates for filing.
● Provision of registered office address.
● Provision of service address to directors.
● Filing of Changes to Shareholding Directorship.
● Start-Up Company Registration Company Formation
● Company Formation of International Subsidiaries.
● Filing of Available or Changes to Company Name.
● Preparation of Memorandum and Customized Articles of Association.
● Handling Share Transfers and Allotments.
● Capital reductions, purchase of own shares and redemptions.
● Capital Restructuring, Reorganizations, Mergers Acquisition Filing.
● Board Resolution, Shareholder Resolution Preparation.
● Nominee Directorship.
● Board Advisory.
● Support at Board Meetings, Annual General Meetings.
● Post-Listing Advisory.

In a more detailed format:

Advisory Services for Company Formation

At Qeeva Advisory Limited, we aid you in crafting personalised company formation strategies and advisory services ranging from simple Special Purpose Vehicles (SPV) to intricate structures that involve alphabet shares and varying rights attached to shares.

We carefully guide you on the type of business structure that is more optimal for your business and also provide advisory help on efficient tax options suitable to your business. Examples of these are shares from EIS/EMI.

Precise Reorganization of Companies

The topic of mergers, de-mergers, and reorganizations is often complex for most businesses. However, with our expert insights, you can gain clarity on the most suitable options for you. Focusing on tax efficiency, we collaborate with in-house tax professionals to ensure optimal outcomes for your business. You can trust us for precise advice on your viable options.

Reorganization of Capital and Shares

You can plan innovative incentivization schemes for your employees with share options. You don’t have to worry about the management, our adept team will help you in managing the entire process, facilitating the share capital distribution needed to bring these incentives to life.

Tax-Efficient Distributions

With the help of our skilled tax partners, you will be able to unravel the complexities of distribution strategies. From dividends to share buybacks and capital reduction, we identify tax-efficient pathways, ensuring you organize distributions properly.

Company Striking Off and Restoration

When the need arises, we simplify the striking-off process, offering quick solutions. If accidental striking off has occurred, we swiftly guide you through the restoration process, restoring your company’s position.

Incorporation of Companies

We provide support for establishing various Nigerian legal entities, including Private Limited Liability, Public Limited Companies, Limited Liability Partnerships, and other National Establishments.

Closure/Winding Up Services:

We assist in the lawful winding up of Nigerian incorporated companies. Our services encompass facilitating the appointment of an Insolvency Professional as the liquidator under The Insolvency and Bankruptcy Act of Nigeria. Throughout the liquidation process under the IBC Act, we prepare and file essential documents, including Public Announcements in newspapers, MIS reports, Annual Status Reports, and claims preparation for stakeholders.

Additionally, we handle the preparation of preliminary and final reports, along with the filing of Dissolution
Orders. We maintain ongoing liaison with authorities during the winding-up process and provide support for the convening of Board Meetings and General Meetings of the company.

Formal Company Closure Services:

We provide guidance for obtaining No Objection Certificates (NOC) from relevant statutory authorities and the Registrar of Companies (ROC) as part of the legal closure process. We prepare and file applications to the Authorized Dealer Bank or the Central Bank of Nigeria, seeking permission to remit surplus funds from existing bank accounts.

Our team also engages in effective communication with the Authorized Dealer Bank or Central Bank of Nigeria to secure approval for company closure or winding up.

Operational Closure Assistance for Nigerian Companies and Foreign Entities:

Our services extend to facilitating the completion of operational tasks necessary for closing companies. This includes terminating office leases, recovering security deposits from landlords or lessors, and managing various administrative obligations.

We excel in drafting and finalizing Notices or Letters to communicate the discontinuation of services to employees. Additionally, we meticulously handle the preparation of Full and Final Settlements for employees, ensuring a seamless closure process.

Advantages of Choosing Qeeva Company Secretarial Services:

– Streamlines market entry by alleviating administrative burdens for new market entrants.

– Mitigates the risks associated with corporate non-compliance, leading to increased business efficiency.

– Effectively addresses the challenges presented by a dynamically changing legal landscape.

– Facilitates the establishment of a scalable business model.

Why Work with Qeeva’s Corporate Secretarial Team?

– Our foundation is built on a client-centric approach, catering to the needs of clients across all levels.

– Our unique team structure ensures access to two dedicated experts who deeply understand your business. They provide assistance whenever required, offering flexible and reliable solutions.

– Qeeva Advisory maintains neutrality in its services, devoid of any conflicts of interest. We are open to collaborating with any advisor or bank chosen by you.

– Proficient Experts: Our highly skilled and experienced team ensures seamless business operations and growth.

– Proven Experience: Our consistent track record in accounting and bookkeeping for the legal industry has earned us trust nationwide.

– Cost-Effective Approach: We deliver quality services at competitive costs.

– Tailored Solutions: Our experts cater to your unique needs and expectations.

– Strategic Guidance: We analyze your finances, formulate strategies, and aid in enhancing your firm’s performance.

– Consistent Performance: Our reputation in Nigeria stems from our unwavering
performance and dedication.

Qeeva Advisory Fee Structure for Company Secretarial Services:

– Fees are tailored to the specific service required.

– We offer a standard Nigerian compliance service at a fixed fee. This encompasses a named company secretary, computerized statutory registers, and guidance on annual company secretarial compliance matters.

– The service also covers the preparation and filing of the annual return, creating dormant accounts as needed, providing statutory information to auditors upon request, and preparing minutes/resolutions related to account approval and circulation.

– Additional services are charged based on either a fixed fee or a time-spent basis, whichever is most cost-effective. All additional services are agreed upon prior to the commencement of work.

Contemporary Choices in Company Secretarial Services:

In the present landscape, businesses are presented with the option to select between employing a full-time company secretary or opting for online outsourcing. This decision hinges on the extent of importance and workload entrusted to a third-party entity. Employing a company secretary can significantly enhance a company’s management and operational fluidity. These professionals offer a comprehensive perspective encompassing general management, taxation, communication, meeting coordination, and decision-making.

Addressing Challenges Faced by Enterprises:

➤ Management Complexity: Handling all tasks single-handedly is infeasible for the board of directors or higher authorities. The intricacies of arranging meetings, facilitating internal and external communication, and disseminating information about appointments, registrations, taxes, and regulatory compliance necessitate the
involvement of skilled professionals. We help you handle all the necessary tasks needed for the smooth running of the company.

➤ Representation: Frequently, the board of directors desires to communicate messages or information to shareholders. However, their availability is limited. Thus, the necessity arises for an intermediary who can represent the company and convey its messages.

➤ Enabling Smooth Operations: Just as every department requires adequate personnel for smooth functioning, the board of directors also demands qualified professionals to oversee various departments and facilitate essential decision-making.

Conclusion

We recognize the challenges faced by the Board of Directors in managing the multitude of responsibilities, often necessitating the engagement of proficient and qualified professional consultants. These experts can effectively address these demands and enhance your company’s value.

At Qeeva, a prominent provider of Company secretarial, law, and secretarial law services in Nigeria, we deliver optimal and impactful solutions. Drawing from our experience and understanding of these challenges, we have strategically designed our services to mitigate non-compliance risks, enhance operational efficiency, and
alleviate your burdens.

If you are searching for the finest Company Secretarial firm in Nigeria, your search concludes with Qeeva Advisory Limited.

Feel free to contact us today at Call 08023200801, 08075765799 or via email at info@qeeva.com.