Difference between a Holding company and a Group company in Nigeria

As a general rule, a Holding Company (HoldCo) is defined as “any corporation that owns controlling shares (more than 50% shares) in another company (subsidiary) or companies (subsidiaries) to influence decision making process”. The purpose of the holding company is to control, acquire assets and manage the affairs of the subsidiary company. The law prohibits the use of the word “Holding” in registering a company unless the requisite consent of the Registrar General of the Corporate Affairs Commission (CAC) is sought and obtained before the word can be included in the name of any company (either new or existing).

A Group company has the same characteristics as a holding company in terms of composition of companies, restrictive use and consent, however, a distinct characteristic is that it must comprise of three or more associated companies with common shareholders and similar names. These companies become the shareholders of the distinct “Group” company.

Requirements for the registration of a Holding company

1. Formal application to the Regstrar general for Consent to use the word “Holding” in the name of the company.
2. Evidence of nothing less than two (2) subsidiary companies which are restricted to only Limited Liability Companies.
3. There must be a statement by the majority of the Directors of the proposed holding company that the company shall acquire more than half in the nominal value of the share capital of each of the subsidiaries within 90 days of incorporation.
4. Updated annual return of the existing subsidiary companies.
5. Evidence of compliance with Section 553 of the Companies and Allied Matters Act (CAMA) where applicable.
6. Upon obtaining the Consent, the Applicant can go ahead to register a new company with the same procedure for the registration of a limited liability company.

Requirements for the registration of a Group of company

1. An application to the Registrar General for consent for the use of the word “Group”.
2. Evidence of a minimum of three (3) or more associated companies to form the Group Company, which will be the distinct entity.
3. Evidence of similar names of associate companies with common shareholders and ownership.
4. There must be a resolution of the associate companies indicating consent to the “Group” relationship.
5. The updated annual returns of all associate companies must be provided.
6. Evidence of the Company secretary of all associate companies.
7. Statement by the proposed Group Company that the share capital shall not be less than the highest share capital amongst the associate companies.
8. Evidence of compliance with S.553 CAMA where applicable.

Team 618 Bees

618 Bees can quickly and easily help you register a Group or Holding Company in Nigeria. Log on to our website www.618bees.com or email hello@618bees.com, or give us a call on +2349017190079. 618 Bees will complete your application with the Corporate Affairs Commission (CAC).

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