How to Register a Group of Companies in Nigeria

Introduction

In Nigeria’s fast-growing business landscape, many entrepreneurs operate multiple limited liability companies across various sectors, including logistics, manufacturing, real estate, and technology. As these companies expand, it often becomes beneficial to consolidate them under a single, unified corporate structure for efficiency, credibility, and strategic management. This is where the concept of a Group of Companies applies.

Under the Companies and Allied Matters Act (CAMA) 2020, a Group of Companies is a recognised structure where a holding company controls one or more subsidiaries. This blog post explains the legal basis, requirements, and registration process for forming a Group of Companies in Nigeria in compliance with CAMA 2020 and Corporate Affairs Commission (CAC) regulations.

What Is a Group of Companies?

Under Section 733 of CAMA 2020, “A group of companies consists of a holding company and its subsidiaries.” A holding company is the parent company that owns or controls other companies, its subsidiaries.

According to Section 734(1) of CAMA 2020, a company is a subsidiary if the holding company: Holds more than half of its share capital; or Controls the composition of its board of directors; or Is a subsidiary of another company that is itself a subsidiary of the holding company. This legal structure establishes a relationship of ownership and control between the holding company and its subsidiaries.

Important Notice

Only limited liability companies, whether private or public, can form or be part of a Group of Companies under CAMA 2020. Business names, enterprises, and partnerships cannot qualify because they do not have separate legal personality (see Sections 18, 19, and 21 of CAMA 2020).

Requirements for Registering a Group of Companies

While CAMA provides the legal foundation, the Corporate Affairs Commission (CAC) establishes administrative guidelines for registering a Group. The following requirements typically apply:

• The Group must consist of at least three existing limited liability companies that will become its subsidiaries.
• Each subsidiary must have up-to-date annual returns and be active on the CAC register, as required by Section 417 of CAMA 2020.
• There must be evidence of ownership or control across the subsidiaries showing that the same individual(s) or entity holds controlling shares in each company (in accordance with Section 734(1)).
• The names of the subsidiaries do not need to be similar.
• Each subsidiary must pass a Board Resolution consenting to form part of the Group, in line with Section 283(1).
• An Application for Consent to Use the Word “Group” must be submitted to CAC. Under Section 30(2)(b) of CAMA 2020 and Regulation 23(2) of the Companies Regulations 2021, certain words, including “Group,” “Holding,” and “Consortium”, are restricted and require prior CAC approval.
• Corporate documents for each subsidiary must be provided, including: Certificate of Incorporation,  Current Status Report (or old Forms CO2 and CO7).

Share Capital Requirements

Although CAMA 2020 does not specify a minimum capital requirement for Groups, CAC practice expects the share capital of the holding company to be equal to or greater than that of the largest subsidiary. This ensures compliance with Sections 733 and 734 of CAMA 2020, which establish that the holding company must maintain control over its subsidiaries, typically achieved through shareholding or voting rights.

Step-by-Step Registration Process 

• Name Reservation and Consent Apply to CAC for approval to use the word “Group,” as required under Section 30(2)(b) of CAMA 2020 and Regulation 23 of the Companies Regulations 2021.
• Board Resolutions Each subsidiary passes a resolution approving its inclusion in the Group, in accordance with Section 283(1) of CAMA 2020.
• Document Preparation:  Prepare incorporation certificates, CAC status reports, and proof of ownership across subsidiaries, in line with Sections 35–38 of CAMA 2020.
• Submission and Payment of Fees:  Submit the complete application and pay the applicable CAC registration fees.
• Issuance of Certificate of Incorporation Upon approval, CAC issues a Certificate of Incorporation formally recognising the holding company and its subsidiaries as a Group of Companies, under Section 733 of CAMA 2020.



Benefits of Registering a Group of Companies

• Enhanced corporate reputation and visibility
• Streamlined ownership and management structure
• Simplified business diversification under one legal umbrella
• Improved access to finance and investor confidence
• Strengthened corporate governance and compliance efficiency

Conclusion

Under Section 733 of CAMA 2020, a Group of Companies consists of a holding company and its subsidiaries. Only limited liability companies can form this structure, as they have legal personality and can own shares in others. Once registered with the Corporate Affairs Commission (CAC), the Group gains full legal recognition and a stronger corporate identity, just like well-known Nigerian groups such as Dangote, UAC, and Transcorp.

Looking to bring your companies under one umbrella? Our consultancy team can handle the CAC registration, documentation, and setup, helping you create a compliant, credible, and growth-focused Group of Companies.

Contact us on 09029926107

Email: info@fathensoservices.com