Country
Closing a company in Nigeria: routes, rules and your records
Corporate Affairs Commission is where you file to close a company in Nigeria. The two routes are Striking off and Members' voluntary winding-up. The Nigeria Data Protection Commission is the data-protection authority for the records. the company passes a special resolution to be struck off, has not commenced business, and has no undischarged obligations.
A company on the register of the Corporate Affairs Commission uses these filings. Striking off is for a company that has not commenced business and has no undischarged obligations. A members' voluntary winding-up is a separate filing with that Commission.
| Fact | Detail |
|---|---|
| Registry | Corporate Affairs Commission. Corporate Affairs Commission |
| Regulator | The Nigeria Data Protection Commission. Nigeria Data Protection Commission |
| Employee notice | Section 20 of the Labour Act. Nigerian Investment Promotion Commission |
| Records to keep | Section 375 of the Companies and Allied Matters Act 2020 says a company keeps its accounting records at its registered office or at another place in Nigeria that the directors choose, and the officers may inspect them at all times. Corporate Affairs Commission |
| Data-protection law | The Nigeria Data Protection Act 2023. Nigeria Data Protection Commission |
How to close a company in Nigeria
Striking off is used when the company passes a special resolution to be struck off, has not commenced business, and has no undischarged obligations. It advertises the resolution in three national daily newspapers. No reasonable objection arrives within 28 days of the last publication, and the reasons justify the striking off. Members' voluntary winding-up is used when a majority of the directors sign a statutory declaration of solvency, with a statement of assets and liabilities, within five weeks before a special resolution to wind up. That declaration and the resolution are filed with the Corporate Affairs Commission within 15 days of the resolution. The company appoints a liquidator and files the return of the final meeting within seven days of that meeting.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| Striking off | the company passes a special resolution to be struck off, has not commenced business, and has no undischarged obligations. It advertises the resolution in three national daily newspapers. No reasonable objection arrives within 28 days of the last publication, and the reasons justify the striking off. | Corporate Affairs Commission |
| Members' voluntary winding-up | a majority of the directors sign a statutory declaration of solvency, with a statement of assets and liabilities, within five weeks before a special resolution to wind up. That declaration and the resolution are filed with the Corporate Affairs Commission within 15 days of the resolution. The company appoints a liquidator and files the return of the final meeting within seven days of that meeting. | Corporate Affairs Commission |
The registry
Corporate Affairs Commission. A company that has not commenced business and has no undischarged obligations may apply to be struck off with a special resolution advertised in three national daily newspapers. No reasonable objection may arrive within 28 days of the last publication, and the reasons must justify the striking off. A members' voluntary winding-up needs a statutory declaration of solvency signed by a majority of the directors within five weeks before the special resolution. The declaration and the resolution are filed with the Commission within 15 days. Notice of the liquidator's appointment is filed within 14 days, and the return of the final meeting is filed within seven days of that meeting.
Employees: consultation and notice
Section 20 of the Labour Act. In a redundancy, the employer informs the trade union or workers' representative of the reasons for, and the extent of, the anticipated redundancy. Discharge of the affected category uses "last in, first out," subject to relative merit, including skill, ability, and reliability. The employer uses his "best endeavours" to negotiate redundancy payments for discharged workers who are not covered by regulations the Minister may make. Section 20 defines redundancy as an involuntary and permanent loss of employment caused by an "excess of manpower." Section 91 defines a worker as a person under a contract for manual labor, clerical work, or work the person executes personally. That definition leaves out a person exercising administrative, executive, technical, or professional functions.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The Nigeria Data Protection Act 2023. Personal data means any information relating to an individual who can be identified or is identifiable, directly or indirectly, by a name, an identification number, location data, an online identifier, or factors specific to the physical, physiological, genetic, psychological, cultural, social, or economic identity of that individual. The Act applies to processing by automated means or otherwise, where the controller or processor is domiciled, resident, or operating in Nigeria, where the processing occurs in Nigeria, or where it is processing of a data subject in Nigeria.
The Nigeria Data Protection Commission. Section 4 of the Nigeria Data Protection Act 2023 establishes the Nigeria Data Protection Commission as a body corporate with perpetual succession and a common seal. It may sue and be sued in its corporate name. Its head office is in the Federal Capital Territory, and it may keep other offices in Nigeria.
The Nigeria Data Protection Commission says that once the lawful purpose is finished, any leftover personal data that is not needed should be destroyed or irreversibly de-identified. Personal data kept only for a record should be the minimum that is still relevant to that record. The Commission's General Application and Implementation Directive also says personal data should not be stored past its usefulness for the lawful purpose, and that it should then be deleted or irreversibly de-identified so the person it relates to stays private.
Records to keep
Section 375 of the Companies and Allied Matters Act 2020 says a company keeps its accounting records at its registered office or at another place in Nigeria that the directors choose, and the officers may inspect them at all times. Section 374 requires the records to show the sums received and spent each day and to include a record of the assets and liabilities. Subject to a direction on disposal given under winding-up rules made under section 732, the company preserves the accounting records required by section 374 for six years from the date on which they were made.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in the United Kingdom.
If liquidation is the comparison, read India company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- Poland
The National Court Register is the registry. One route is Shareholder resolution.
- Singapore
ACRA is the registry. One route is Striking off.
- South Africa
The CIPC is the registry. One route is Deregistration.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
Questions about closing a company in Nigeria
How do you close a company in Nigeria?
You close a company in Nigeria through Striking off or Members' voluntary winding-up. Striking off is used when the company passes a special resolution to be struck off, has not commenced business, and has no undischarged obligations. Members' voluntary winding-up is used when a majority of the directors sign a statutory declaration of solvency, with a statement of assets and liabilities, within five weeks before a special resolution to wind up. Corporate Affairs Commission is the office that takes the filing.
What is the difference between striking off a company at the Corporate Affairs Commission and a members' voluntary winding-up?
Striking off is for a company that passes a special resolution, has not commenced business, and has no undischarged obligations. It advertises that resolution in three national daily newspapers, and no reasonable objection may arrive within 28 days of the last publication. A members' voluntary winding-up instead starts with a statutory declaration of solvency signed by a majority of the directors, filed with the Commission with the resolution.
What does section 20 of the Labour Act require before a redundancy?
The employer informs the trade union or workers' representative of the reasons for the redundancy and how far it will go. Discharge of the affected category uses last in, first out, subject to relative merit, including skill, ability, and reliability. The employer uses his best efforts to negotiate redundancy payments where regulations do not already cover them. The Act defines redundancy as an involuntary and permanent loss of employment caused by too many workers. People in administrative, executive, technical, or professional roles are outside the Act's worker definition.
Does a Nigeria closing guide state a US dollar ceiling for a data license?
No. The filings are the Corporate Affairs Commission routes, and the privacy rules are the Nigeria Data Protection Act 2023 and the Commission's directive on deleting or irreversibly de-identifying leftover personal data. A license still depends on the staff and records rules that apply to the company. Ask your lawyer which closing route matches the debts before you cancel the systems that hold the records.
Sources
- Corporate Affairs Commission. Operations Checklists 2022.
- Nigeria Data Protection Commission. Nigeria Data Protection Act 2023.
- Nigeria Data Protection Commission. Nigeria Data Protection Act General Application and Implementation Directive 2025.
- Nigerian Investment Promotion Commission. Labour Act, sections 20 and 91.
- Corporate Affairs Commission. Companies and Allied Matters Act 2020, sections 374 and 375.