The stock company has a separate legal entity with its own right and name. The capital of the PLC is divided into shares, meaning that the shareholders (owners) can exercise their rights at the annual General Shareholder’s Meeting. The Board of Directors, together with the executive officers appointed by the board, is exclusively responsible for the management of the stock company.

Share capital
The minimum share capital of a stock company is $ 100,000 which can be divided into registered or bearer shares. However, the nominal value must be equal to or above $ 0.01. Upon the formation of the company a minimum of $ 50,000 need to be paid in full.

The governing bodies of the corporation
A corporation is usually managed by the Board of Directors as well as the managers appointed. The people authorized to sign on behalf of the company need to be entered in the Commercial Register. The management must prepare an annual report, providing information on the progress of business, the economic as well as the financial situation and any capital increases. The General Shareholder´s Meeting must be held at least once a year.

Accounting
The three governing bodies of a stock company are:

• the General Shareholder’s Meeting
• the Board of Directors
• the auditors

The General Shareholder’s Meeting is the supreme governing body, authorized to alter the Articles of Association, to approve the annual accounts and financial statements, distribute the profits and discharge the directors. It furthermore elects the two remaining bodies, the Board of Directors and the auditors. The Board of Directors is concerned with its untransferable and inalienable duties, the management of the stock company.
The auditor´s responsibility is to insure that the annual financial statements, the consolidated statements and the accounts as well as the distribution of the profit is in conformity with the Articles of Association and the law. If the corporation exceeds two of the following three criteria within two consecutive fiscal years, an ordinary audit is required:

• balance sheet total of $ 10 million
• turnover of $ 20 million
• yearly average of 50 full time positions

Otherwise, only a limited audit, which is less extensive, is required. A company with less than 10 full-time positions can even refrain from an audit.

Company name
The name of a stock company can be chosen freely, but must obviously differ from and other existing company name. In addition, the addition “PLC” needs to be added to all company names. It is advised to check the intended name with the Commercial Register in advance.

Company domicile
Also the domicile can be chosen freely in Nigeria.

Company’s establishment procedures
– Submitting the established division to complete and review the contract with the Authority’s attorney.
– Submitting the file to the individual responsible for the company’s establishment procedures to perform the following:
– Assessment procedures
– Completing procedures with the following bodies :
– Lawyers Syndicate
– Capital Market Authority
– Registered office
– Chamber of Commerce and Industry
– Commercial Registry
– Procedures are completed and the person concerned receives the register at the commercial registry during 2 working days.