Registration Of Community Pharmacy With CAC

A community pharmacy is a business regulated by the pharmacists council of Nigeria (PCN). But before it can be registered with PCN it must be registered with the corporate affairs commission (CAC).

The CAC is responsible for registration of businesses in Nigeria. There are two types of businesses in Nigeria. They are public (2 and above shareholders) and private (2-50 shareholders) companies. The public company refers to a company that is listed on a recognized stock exchange and its securities are traded publicly. A private company is one that is not listed on a stock exchange and its securities are held privately by its members. Private companies can be divided into three which are companies limited by guarantee, companies limited by shares (limited liability company, LLC),  or unlimited liability company (enterprise).

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Companies limited by guarantee are non for profit business and the member liability will be summed up to the amount undertaken by such member. Community pharmacy did not fall into. Community pharmacy can either be registered as LLC or enterprise.

Enterprise Or Business Name

Enterprise is popularly called business name. This is because it is very simple to register, coupled with the fact that it is very cheap. It exists with or without share capital but liability of its members is unlimited.

Before the new law in 2020, it must be registered by a minimum of two to maximum of fifty directors. With the recent law, one person can register it and still be the director. When it is more than one person, it becomes a partnership.

Enterprise is acceptable in PCN. As long as the director is the pharmacist. The only drawback is that the owner of the business name cannot do another line of business with that name. Any other line of business must be registered.

Process Of Registration Of Enterprise

Visit the CAC website to choose a suitable name and check for available. You can do a free public search on the CAC website. The website has a public search tool here which you may use to do an initial free search - http://publicsearch.cac.gov.ng/comsearch/

If you conduct this search and finally decide on what name you want to use and confirm that it is not in use by anyone else, you can then proceed to officially conduct a search using the CAC online portal. if your name is available you can reserve it for 60 days. you should have at least 2 options. Also you are restricted from using certain names

# Names that contain the words "Chamber of Commerce", "Federal", "National", "Regional", "State", "Government", "Municipal" or "Chartered", "Co-operative" or the words "Building Society", or "Group" or "Holding"

# misleading names, offensive words, undesirable and contrary to public policy

# names that will violate existing trademarks or business except permitted by the other business to use

Then fill the statutory form (form BN1) and proceed to make payment. Go ahead and print form BN and sign with date. Upload the signed copy with 2 recent passport size photographs. You will be notified when the registration is complete and approve to download your approval note.

CAC gives form co2 which is Certificate of Incorporation / Business Registration which is taken to PCN for registration of the premises.

CAC Registration

Limited Liability Company

A limited liability company is where the liability to the creditor is limited to the capital investment in the company. This business registration is more than enterprise. It gives liberty to venture into other businesses with the same business name. The registration procedure is the same as enterprise except that more documents will need to be uploaded.

Process Of Registration Of Limited Liability Company

The procedure is the same as above. The only difference is that you may register it as a one man business from the recent law or as partnership. If as a partnership, it means that you will need more than one director. The main director must be a pharmacist with higher share capital. When a minor is the director (which is not possible in pharmacy as a graduate of pharmacy must be above 18 years as at the time of completing national youth service corps), there must be other adults as director. Data of all directors must be provided. All directors must sign and fill memorandum of association before filling for stamp and verification. A foreigner can also be a director provided one or more Nigerian are part of directors.

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CAC gives Forms CO7 (Memorandum and Article of Association) and CO2 (Certificate of Incorporation / Business Registration) which is submitted at PCN for registration especially when the company is not owned by the pharmacist. The director must be a pharmacist.

Foreign (Own) Companies

Foreign owned companies must be incorporated in Nigeria before it can do business. This includes community pharmacy. Note that some foreign individuals and companies are exempted from registration. There are three ways a foreign company can enter into the country with business. They incorporate a company, enter into partnership or sole proprietorship.

Documents

A foreigner may need to register in order to live and work in Nigeria. These include immigration requirements and residence permit (CERPAC), stamp duty from FIRS, payment receipt, valid means of identification, memorandum of understanding and articles of association, allotment of share capital forms, particular of company secretary and directors, statement of nominal capital (amount of the companies capitalisation shared among subscribers).

Requirements Of Incorporation Of Foreign Company

Before registration with CAC, the company must first obtain a tax identification number and register for value added tax at the federal inland Revenue service (TIN and VAT registration). A domiciliary account is needed to obtain a certificate of capital importation. After registration with CAC, a corporate account is needed to deposit the minimum share capital after which the bank will give a certificate of importation. The minimum share capital is ₦10,000,000. Registration with CAC is straightforward as described above in LLC. After searching for a business name, complete pre-registration form CAC 1.1. Data needed for the form are company name, type of company, trade classification code number (description of business activity), address of the business including headquarters, email, phone number, memorandum of article of association (MEMART). The secretary of the company is expected to fill section B1 if individuals or section C1 if a corporate company. Section D1 is for the director. Part 3 is to be filled with share capital by each director. Information as to details of each director from name, valid means of identification, address, contact, etc are needed.

Upload all relevant documents including evidence of payment of prescribed fee. You will be contacted when the document is ready. Get to the office to get it.

CAC will give forms CO7 (Memorandum and Article of Association) and CO2 (Certificate of Incorporation/Business Registration) which is submitted at PCN for registration. I don't know if they still give certificates of true copy.

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But to open a corporate account with a Nigeria bank, you will need some of these;

# Documentary evidence of address

# 2 references

# 2 Passport photograph

# Valid ID of each signatory

# Residence Permit (Foreigners)

# Forms CO7 (Memorandum and Article of Association) and CO2 (Certificate of Incorporation / Business Registration)

That is not all. There is a need to register with the Nigeria investment promotion Council with all the data collected from the bank and CAC. Obtain a business permit from Nigeria ministry of internal affairs. This permit is needed if the company wants to hire foreign workers.

Cost Of Registration

The cost of registration depends on so many factors. Doing it yourself is cheap but comes with other stresses. Although, the government has taken away most of the dress since 2021 by using their website to do the majority of the process. The prescribed fee is determined by the number of share capital of the proposed company to be registered. The higher the share capital of a company, the higher the filing fee and stamp duty payable to the government.