CAC Share Capital: What ₦100,000 to ₦100 Million Really Means

A ₦10 million share capital entry can make a new company sound rich, but its bank account may tell a different story. That is where many founders get confused, especially when a registration form offers several amounts and nobody explains what changes between them.

CAC share capital affects how a company records its shares, and the amount can also affect registration costs. However, choosing a bigger number does not automatically make the business more successful or give it permission to operate in a regulated industry. Before picking an amount, it helps to understand what the number actually represents.

 

What does CAC share capital mean?

For a company limited by shares, share capital comes from the shares it issues and the nominal value attached to each share. This is like the face value recorded against those shares, rather than a price tag for the whole business.

For example, a company that issues one million shares with a nominal value of ₦1 each has ₦1 million in issued share capital. If it issues 100,000 shares at ₦10 each, the total is still ₦1 million, even though the number of shares is different.

This is why the share count and the value per share need to be read together. Neither figure tells the whole story on its own, and neither proves how much cash the company has available.

₦100,000, ₦1 million or ₦10 million: what changes?

The starting point is the type of company and what it plans to do. Under section 27 of the Companies and Allied Matters Act 2020, the minimum issued share capital is ₦100,000 for a private company and ₦2 million for a public company. These are general minimums, so additional requirements can apply to particular businesses.

Share capital amount What it means in practice
₦100,000 The general statutory minimum for a private company. First check whether the proposed activity requires more.
₦1 million A possible choice for a private company where no higher requirement applies. CAC does not treat this as a separate company category.
₦2 million The general statutory minimum for a public company. A private company can also choose this amount.
₦5 million or ₦10 million Higher amounts that a private company may choose or need for its activities. They do not automatically grant a licence.
₦100 million An important figure in the business permit requirements for companies with foreign participation, discussed below.

So a founder choosing ₦1 million instead of ₦100,000 is not buying a better class of company. The business remains a private company if that is how it is incorporated, while its share structure and applicable filing costs need to reflect the amount selected.

A business name is also different from a company limited by shares. That means this table should not be used as a price menu for every kind of CAC registration.

Issued capital and paid-up capital are different

Issued share capital describes the nominal value of shares that the company has issued to its shareholders. Paid-up share capital describes the amount paid on those shares, so the two figures may differ where shareholders have not paid for their shares in full.

That difference matters because an unpaid amount is not something to ignore. Shareholders can still have an obligation to pay what remains due on their shares, and shareholders must meet any paid-up capital rule through actual payment, rather than a bigger number on a form.

Also, even fully paid capital does not mean the same cash must stay untouched forever. A company may use its funds for legitimate business expenses, so its bank balance can change after payment. Its records must still show the payments, issued shares and any outstanding amounts.

How CAC share capital connects to ownership

Suppose two founders hold all the ordinary shares in a company with one million ₦1 shares. Ada holds 700,000 and Tunde holds 300,000, which gives them 70% and 30% of those shares respectively.

Now imagine both founders keep the same split, but the company starts with 100,000 ₦1 shares instead. Ada holds 70,000 and Tunde holds 30,000, so the percentages stay the same although the total share capital is smaller.

The example assumes the shares belong to the same class and carry the same rights. Where a company has different share classes, the rights attached to those shares also matter, so a simple percentage may not explain who controls a particular decision.

This is also why money coming into the business needs a clear label. A founder’s loan does not automatically become share capital, and an investor’s payment does not automatically settle the ownership split. The agreement and company records should explain what the money buys.

Does a bigger amount mean bigger CAC fees?

It can, although share capital itself is not a bill paid to CAC. Registration charges are separate, and the share capital amount helps determine part of the cost.

The CAC fee schedule gazetted in May 2025 lists private company incorporation at ₦10,000 for every ₦1 million of share capital or part of it.

The incorporation charge is not the total registration bill. The total may also include name reservation, stamp duties, other portal charges and professional fees. Confirm the current amount payable on the CAC portal before making a payment.

Choosing a larger figure simply to look impressive can therefore bring extra cost without solving a real business need. A sensible amount should fit the company’s activities and share arrangements, rather than just look good on its documents.

Why foreign participation needs a closer look

When a foreign investor is involved, the ordinary private company minimum is only the beginning of the conversation. The Ministry of Interior’s business permit handbook sets a ₦100 million capital requirement for wholly foreign-owned companies and joint ventures seeking a business permit.

The handbook refers to paid-up capital in its general rules and issued or paid-up capital in the permit checklist. It also asks for supporting documents, including evidence relating to funding. So typing ₦100 million into a form does not prove that the company meets every permit condition.

Before registering a company with foreign participation, check the CAC filing requirements alongside the Ministry’s permit rules and any sector requirements. It is easier to plan the right structure at the start than to discover a missing requirement when the company is ready to operate.

Higher share capital does not replace a licence

A lending business, investment business or another regulated company may face capital rules beyond the general company minimum. Depending on the activity, the relevant regulator may assess issued capital, paid-up capital or another financial measure, and each term has its own meaning.

That is why a generic list of share capital amounts can be misleading when it leaves out the actual business activity. First identify what the company will do, then check the current requirements of the regulator responsible for that activity.

Our article on Nigeria’s loan app rules explores the same practical problem: registering a company and securing permission to run the business are separate steps. A CAC certificate alone does not settle every compliance question.

Can the amount change after registration?

Yes, a company can increase its issued share capital later, but the change needs proper approvals, share records and CAC filings. The CAC operations checklist explains the filing process, while check the current portal requirements and charges before submitting.

New shares can also change the ownership split if existing shareholders do not receive shares in the same proportions. For example, bringing in a new investor can reduce each founder’s percentage even though the founders still hold their original shares.

Before choosing CAC share capital, settle the business activity and who will hold the shares. Then check whether foreign participation or a regulator brings extra requirements. Once those are clear, the number becomes much easier to choose.

If a registration form is already causing confusion, start a business registration enquiry with Startpal and explain the planned activity before selecting an amount. A useful conversation at that stage can save an avoidable correction later.

Leave a Reply

Your email address will not be published. Required fields are marked *