Difference between a Holding company and a Group company in Nigeria

Difference between a Holding company and a Group company in Nigeria

July 18, 2022

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).

 

The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer. This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached

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Frequently Asked

  • Why must I file Annual Returns?

    It is a mandatory statutory requirement under the Companies and Allied Matters Act to file Annual Returns yearly. 

  • Do I need a Company Secretary?

    A limited liability company (LLC) must not have a company secretary.

  • What is a testimonium clause in an agreement?

    This is the part of the agreement where the witness attests to have witnessed the execution of the agreement.

  • If I have NAFDAC Registration number, do I still need SON registration number?

    SON Product Registration scheme is mandatory for all SON’s regulated products as mandated by SON Act 56 of 1971, 20 of 1984, 18 of 1990 as amended.

    This is irrespective of the registration done by NAFDAC

  • Can I use the data collected legally for one purpose for another purpose?

    No, you can’t use the data collected for one purpose for a different purpose.

  • What do I need for a trademark search in Nigeria?

    To do a trademark search you will need the name or/and logo (device) of the trademark to be searched and the Class of the trademark that accurately describes it.

  • Is there a penalty for late renewal of registration of products with NAFDAC?

    Yes, there is a late renewal fee, which is dependent on the category of the product.

  • Can my kids be shareholders in my company?

    Yes your kids can hold shares in your company but there must be a minimum of two adult shareholders before kids can be included.

  • Will my trademark registration in Nigeria protect me worldwide?

    No, all intellectual property (IP) rights which includes trademarks are territorial, which means you are protected in the countries in which you register them.

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