Certificate of Incorporation Request (Nigeria)

A Nigeria Certificate of Incorporation Request is a formal application made by a company's authorised representative to the Corporate Affairs Commission (CAC) to obtain a certified true copy of the company's Certificate of Incorporation, under the powers vested in the CAC by Sections 38 to 40 of the Companies and Allied Matters Act (CAMA) 2020 and the CAC's certification and copy issuance procedures.

The Certificate of Incorporation is the document issued by the CAC upon the successful registration of a company under CAMA 2020, confirming that the company has been duly incorporated and is a legal person separate from its members and directors. Under Section 40 of CAMA 2020, the Certificate of Incorporation is conclusive evidence of the company's registration and existence.

A request for a certified true copy or reprint arises most commonly when the original Certificate of Incorporation has been lost, destroyed, or damaged — for example, in a fire at the company's premises; when the company needs to present the Certificate to a bank for account opening or to a regulatory authority for a licence application; or when the Certificate is required as an exhibit in court proceedings and the original cannot be produced.

The CAC processes certified copy requests through its Company Registration Portal (CRP) at cac.gov.ng. The CAC charges a prescribed fee under the Companies Regulations 2021 for each certified copy issued. The certified true copy bears the CAC's official stamp and the certifying officer's signature, making it acceptable to banks, courts, and regulatory authorities as equivalent to the original.

The legal framework governing the Certificate of Incorporation Request (Nigeria) centres on Sections 38 to 40 of the Companies and Allied Matters Act (CAMA) 2020 and the Companies Regulations 2021, both administered by the Corporate Affairs Commission (CAC) at its headquarters in Abuja. Section 40 of CAMA 2020 provides that a Certificate of Incorporation is conclusive evidence of due incorporation, making certified copies legally equivalent to the original for most purposes. The Evidence Act 2011 (Cap E14 LFN 2011) governs admissibility of certified copies in proceedings before the Federal High Court and state High Courts. The Stamp Duties Act (Cap S8 LFN 2004), administered by the Federal Inland Revenue Service (FIRS), may require stamping of documents in which the certified copy is used as evidence. The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), governs personal data of directors and shareholders held in CAC records and disclosed in certified extracts. Regulatory authorities including the Central Bank of Nigeria (CBN) under the Banks and Other Financial Institutions Act 2020 (BOFIA 2020), the National Insurance Commission (NAICOM), and the Securities and Exchange Commission (SEC Nigeria) under the Investments and Securities Act 2007 require certified copies of Certificates of Incorporation for all corporate licence applicants. The Federal High Court has jurisdiction over CAC registration disputes under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court. Forms-legal.com provides this template as a starting point for Nigeria-compliant CAC certified copy documentation.

A Certificate of Incorporation Request to the CAC is needed in the following situations.

When the company's original Certificate of Incorporation has been lost, stolen, or destroyed, and a replacement (reprint) is needed for the company's statutory records and for use in transactions.

When a bank requires a certified copy of the Certificate of Incorporation as part of the company's Know Your Customer (KYC) documentation for opening or maintaining a corporate bank account. CBN KYC guidelines require banks to obtain and verify the Certificate of Incorporation of all corporate customers.

When a regulatory authority — such as the FIRS (for tax registration), NAICOM (for insurance licence), CBN (for financial institution licence), or NAFDAC (for food and drug registration) — requires a certified copy of the Certificate of Incorporation as part of a licence or registration application.

When the company is a party to litigation and needs to establish its corporate standing before the Federal High Court, a state High Court, or another tribunal. The Evidence Act 2011 requires documentary evidence to be properly certified where it is a copy of an official document.

When the company is undergoing due diligence in connection with an investment, acquisition, or major commercial contract, and the counterparty requires a current certified copy of the Certificate of Incorporation to confirm the company's legal existence and registration date.

When a company is undergoing a merger, acquisition, or restructuring under Part XV of CAMA 2020, and the Federal High Court or the Securities and Exchange Commission (SEC Nigeria) requires proof of incorporation of the entities involved under the Investments and Securities Act 2007, certified copies of Certificates of Incorporation for all merging entities must be submitted to the SEC Nigeria and to the Federal High Court. The Federal Inland Revenue Service (FIRS) also requires a certified copy when processing a Tax Identification Number (TIN) application under the Tax Identification Number Decree Cap T1 LFN 2004 for a company that has mislaid its original Certificate. The Nigeria Data Protection Act 2023 (NDPA), administered by the Nigeria Data Protection Commission (NDPC), applies where directors' personal data contained in the certified copy is processed for KYC or due diligence purposes under Section 25 of the NDPA 2023. The National Industrial Court of Nigeria (NICN) may require a certified copy as evidence of a company's corporate existence in employment-related proceedings under Section 7 of the National Industrial Court Act 2006. The Federal High Court has exclusive jurisdiction over challenges to CAC registration decisions under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court.

A complete CAC Certificate of Incorporation Request must contain the following elements.

Company identification: The company's full registered name as shown on the CAC register, its RC Number, the registered address, and the company type (private limited, public limited, etc.).

Nature of request: Specification of whether the request is for a certified true copy of the existing Certificate, a reprint of the Certificate (where the original has been lost), or a certified extract from the register.

Reason for request: The stated reason — lost original, required for banking KYC, required for regulatory application, required for court proceedings, or required for due diligence purposes. The CAC requires a stated reason.

Proof of authority: Evidence that the person making the request is authorised to do so on behalf of the company — typically a board resolution appointing the applicant as authorised representative, or evidence of the applicant's appointment as director or company secretary.

Covering letter: A formal covering letter on the company's letterhead, signed by the authorised representative, addressed to the Registrar-General, Corporate Affairs Commission.

Affidavit (for lost certificate): Where the original Certificate has been lost or stolen, the CAC may require a sworn affidavit before a Commissioner for Oaths or a notary public, attesting to the circumstances of the loss and confirming that the original has not been misused.

Filing fee: Payment confirmation for the CAC certified copy fee, paid via Remita at the rate prescribed in the Companies Regulations 2021.

CAC Form: The completed CAC application form for certified copy issuance, as prescribed on the CAC CRP.

Post-certification use: The certified copy should be kept in the company's statutory register alongside the original Certificate of Incorporation. Under Section 374 of CAMA 2020, a company must maintain its statutory books at its registered office and make them available for inspection by members and regulatory authorities. The Corporate Affairs Commission (CAC) may inspect statutory books during compliance audits under Section 378 of CAMA 2020.

Data protection: Directors' and shareholders' personal data contained in the certified copy must be handled in compliance with the Nigeria Data Protection Act 2023 (NDPA) under Section 25, administered by the Nigeria Data Protection Commission (NDPC). Where the certified copy is shared with counterparties for KYC purposes, a data sharing agreement may be required under Section 37 of the NDPA 2023.

Evidence Act compliance: Where the certified copy will be tendered as evidence in proceedings before the Federal High Court or a state High Court, it must satisfy the admissibility requirements of Section 84 of the Evidence Act 2011 (Cap E14 LFN 2011) for documentary evidence. A CAC-stamped certified copy bearing the certifying officer's signature satisfies these requirements.

FIRS and tax registration: Where the certified copy is required for a new FIRS Tax Identification Number (TIN) application or for updating FIRS records under the Companies Income Tax Act (CITA) Cap C21 LFN 2004, the FIRS Integrated Tax Administration System (ITAS) portal accepts CAC-certified copies as supporting documentation.

Forms-legal.com provides this template as a starting point for Nigeria-compliant CAC certified copy documentation. The Federal High Court has jurisdiction over CAC disputes under Section 251 of the Constitution of the Federal Republic of Nigeria 1999. The Supreme Court of Nigeria is the apex court for all civil corporate matters.