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Company's Registered Office and Registers - Legal Alert

Business Regulations, Law & Practice	3439 VIEWS
Business Regulations, Law & Practice
3439 VIEWS

Thursday, January 24, 2019 03:16PM / By Oserogho & Associates

Introduction

An important requirement for every Incorporated or Registered Company is the mandatory disclosure of the Company’s Registered Office Address.

Other than just being a mandatory incorporation requirement, the purpose and significance of a Registered Limited Liability Company’s registered or head office is often lost to a larger portion of the business community mostly due to the lack of an appreciation of the role that a Limited Liability Company’s Registered Office plays in the ultimate Corporate Governance Structure of the Company.

Some of the minimum information regarding what the purpose or essence of a Company’s Registered or Head Office is for, with the various mandatory Registers to be kept and maintained at such an office, are provided in this newsletter.

Registered Office

Every Incorporated Company must have a Registered Office to which all communication including correspondence and notices addressed to the incorporated company, are delivered. A Post Office Box (“P. O. Box”) and a Private Mail Bag (“P. M. B”) are not however allowed to be used as a Registered Office Address for a Company.

Key documents and processes, including Court processes, are also more commonly required to be served on a Company at the Company’s Registered Address.

Publication of Registered Name by a Company

In addition to a Registered Office serving as the place from which a Limited Liability Company receives various kinds of correspondence, every Registered or Head Office of a Company must have printed and affixed on a conspicuous part of its Registered and other key business offices, in easily, very legible letters, the Company’s Incorporation Name and Registration Number (“RC”).

The latter is usually at the main entrance or main reception area into such a Company’s business premises.

The Company’s incorporation name and registration number are also required to be engraved in very legible letters, on the Company’s Seals, business stationaries like its letter headed papers and complimentary cards, invoices, receipts, bills of exchange, letters of credit, etc.

Fines, albeit nominal, and depending on the size of the Company, with some imposed on a daily basis, will be imposed on both the Company and the principal members of the Company’s management team who knowingly and wilfully allow non-compliance with any of the above statutory provisions, to fester and persist.

Company’s Mandatory Registers

Every Registered or Incorporated Company must keep and maintain various Statutory Registers. Registers are records in writing kept in a Book or other stored form; commonly electronically.

Some of the Statutory Registers that an Incorporated Company must keep and maintain are highlighted in this paper starting with a Company’s Register of its Members or Shareholders. This Register of a Company’s Members or Shareholders must disclose important information like the names and addresses of the Shareholders, the Share Capital of the Company, the number of Shares held by each Shareholder, the date on which each Shareholder became a Member of the Company, the date any Shareholder ceased to be a Shareholder of the Company, etc.

The second major Register that every Incorporated Company must keep is the Register of its Directors, the Directors’ proprietary interest in the Company and who its Company Secretary is. Key information to be found in these Registers include any former and present forename(s) and surname of each Director, their residential addresses, their nationalities, business occupation, particulars of any other Company in which any Director of the Company is also a Director of that other Company, any direct or indirect proprietary business interest in the Company, etc.

The next important Register that must be highlighted is the Register of Charges like Mortgages, Debentures and Debenture Holders. This Register must contain the names and addresses of the parties to the Debenture or any other kind of Charge, the nature of the Charge, the redemption and extinguishing criteria of the Charge, etc. The ordinary meaning of a Charge is that a Charge is a kind of lien, encumbrance or claim on any property of a Company to secure the repayment of a debt owed by the Company.

Any Instrument that creates any kind of charge on any of the assets of a Company must be registered with the Corporate Affairs Commission (“CAC”) within Ninety (90) days of its creation. Where such an Instrument is not registered at CAC, the Charge will be deemed void and of no effect whatsoever. The latter is without prejudice to the Company’s obligations to repay the debt, as this obligation becomes due immediately where the Charge Instrument is not registered with CAC within the timeline provided for by Law.

Company’s Registers’ Storage

All Registers, other Records, Minutes Book, Books of Account, etc. of every Company may be kept in bounded books, or in loose sheets, or electronically.

In whatever form the above information are kept, adequate precaution must be taken by the Company to guard against the falsification of any part of the information in its various Registers. Also, protocols to facilitate the recovery of any loss of the data of the Company must always be in place and maintained by the Company.

Conclusion

Though there are fines for any non-compliance with any of the above statutory provisions, many Companies have continued to disregard compliance with these legal requirements, due in part to poor regulatory oversights.

Futuristically, a well-managed risk adverse Company must ensure that it has and maintains the above minimum Registers.

Disclaimer

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NB: This Legal Alert is a free educational material, for your general information and enlightenment ONLY. This Alert, by itself, does not create a Client/Attorney relationship. Recipients are therefore advised to seek professional legal counselling to their specific situations when they do arise. Questions, comments, criticisms, suggestions, new ideas, contributions, etc are always welcomed. This Legal Alert is protected by Intellectual Property Law and Regulations and is reproduced by Proshare Nigeria Limitedunder permission, for the Proshare online investment community, from Oserogho & Associates [contactus@oseroghoassociates.com ]

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