How to increase share capital with CAC
Raising a company’s authorized share capital — often needed to bring in new investors, meet a regulatory minimum for a specific industry, or simply reflect business growth — is one of the more document-intensive post-incorporation filings with the Corporate Affairs Commission, mainly because it also triggers a stamp duty obligation. Here’s how the process works.
Step 1: Pass a Special Resolution
The increase must first be approved by the company’s shareholders through a special resolution at a general meeting, clearly stating the new authorized share capital figure. This resolution is the legal foundation for everything that follows — CAC won’t process an increase without it.
Step 2: Amend the Memorandum and Articles of Association
Since the Memorandum of Association typically states the company’s authorized share capital, increasing that figure generally requires an amendment to reflect the new amount. This amended document is filed alongside the resolution.
Step 3: File on the CAC Portal
Log into the company’s CAC portal account and locate the increase-in-share-capital option under post-incorporation services. Upload:
- The signed special resolution
- The amended Memorandum and Articles of Association (or the relevant clause reflecting the new capital)
- Any other supporting documentation the portal requests for this filing type
Step 4: Pay the CAC Filing Fee
CAC charges the increase in share capital on a sliding scale, similar to the fee structure applied at initial incorporation:
- A base rate applies to the first ₦1 million of the increase
- An additional amount is charged for every subsequent ₦1 million (or part thereof), up to ₦500 million
- A different (typically higher) per-million rate applies above ₦500 million
The exact current rate should be confirmed on the CAC portal or fee schedule at the time of filing, since these figures are periodically revised.
Step 5: Pay Stamp Duty on the Increase
This is the step people most often underestimate. Any increase in share capital is a dutiable transaction under the Stamp Duties Act, charged at 0.75% of the increased capital amount. This is paid separately from the CAC filing fee itself — typically through FIRS or the CAC-integrated stamp duty payment system — and the increase is not considered legally complete until this stamp duty has been paid. Budgeting for the CAC fee alone and forgetting the stamp duty is a common and costly mistake.
Step 6: Submit for CAC Approval
Once the resolution, amended documents, filing fee, and stamp duty are all in place, the filing is submitted for CAC’s review and approval.
Step 7: Receive Updated Records
Once approved, you can download an updated status report or Certified True Copy (CTC) reflecting the company’s new authorized share capital — the document you’ll need for banks, investors, or regulators who require proof of the updated figure.
A Worked Example
For a company increasing its share capital by ₦5 million:
- CAC filing fee: charged per the sliding scale for that ₦5 million increase
- Stamp duty: 0.75% of ₦5,000,000 = ₦37,500
- Plus any professional fees if a lawyer or agent is handling the resolution drafting and filing
Timing Matters Too
Filing late attracts its own penalty, separate from the annual returns penalty — so once the resolution is passed, it’s worth completing the CAC filing and stamp duty payment promptly rather than letting it sit.
Bottom line: increasing share capital isn’t a single fee — it’s a resolution, an amendment, a CAC filing fee on a sliding scale, and a 0.75% stamp duty on the increase, all of which need to be in place before the change is legally recognized.
