Company Registrars are corporate entities that are in the business of maintaining the record of security holders for the outstanding securities of a listed company.
This article will be focused on outlining the requirements for the registration of registrars which is regulated by the Securities and Exchange Commission (SEC) and which is grouped into :-
– Payment Requirements.
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– Documentary Requirements.
– Sponsored Individual Requirements.
– Company Requirements.
Payment Requirements
– A filing/application fee of 50 Thousand Naira.
– A processing fee of 200 Thousand Naira.
– A registration fee of 500 Thousand Naira.
– A sponsored individual fee of 50 Thousand Naira per individual.
– A minimum paid-up capital of 150 Million Naira.
– A current fidelity insurance bond covering at least 20% of the minimum paid-up capital as stipulated by SEC rules and regulations.
Documentary Requirements
– Form SEC 4 – For the company.
– Forms SEC 2 & 2D – Sponsored Individuals & Compliance officer.
– Form SEC 2 & 2D – Directors of the company (to be completed in duplicates).
Sponsored Individual/Director Requirements
– A minimum of 3 sponsored individuals, one of whom shall be a compliance officer.
– The sponsored individuals must have among others a legal practitioner with a minimum of 5 years post-call experience, a first degree or its equivalent with a minimum of 7 years relevant working experience in a registrar’s establishment registered by SEC, a school certificate holder with a minimum of 15 years working experience in a registrar’s establishment duly recognized by SEC.
– The managing director of the company to be among the sponsored individuals.
– Full postal addresses of immediate and previous employers, bankers (with current account number) & nominated referees of sponsored individuals.
– Detailed CVs of sponsored individuals and directors which should include details of activities and awards from secondary school to date with details (all gaps in employment and educational history should be explained).
– Copies of credentials of sponsored individuals and including secondary school & NYSC discharge certificates, with originals required for sighting purposes by SEC.
– Evidence of having the minimum post-graduation experience to perform the function as stipulated by SEC rules and regulations.
– Police clearance reports for sponsored individuals. Each sponsored individual is to report at the SEC Head office in Abuja or the Lagos zonal office with 2 recent passport photographs to commence the process.
– Copies of valid identification means.
Company Requirements
- A profile of the company should include among other details the brief history of the company, organizational & shareholding structure, principal officers as well as details of past and current activities.
- The names and addresses of the company’s subsidiaries/associated companies, type of business, and percentage holding.
- Evidence of payment of shares allotted to the shareholders.
- Information on facilities including fire proof cabinets, filing cabinets, registers, information systems and other back-up facilities.
- Copies of information relating to control measures.
- Operational manual & organizational chart of company.
- Business plan.
- Bank statement of accounts operated by the company for the last 6 months.
- Relevant Corporate Affairs Commission (CAC) documents.
- Latest audited accounts or audited statement of affairs of the company.
- A sworn notarized undertaking to keep proper records and render returns as may be specified by SEC from time to time signed by a director or the company secretary.
- A sworn notarized undertaking by a director of the company or its company secretary to abide by SEC rules and regulations as well as the Investment and Securities Act (ISA).