07/06/2024
BEFORE YOU CHOOSE A LEGAL STRUCTURE FOR BUSINESS READ THIS
In Nigeria, there are significant differences between a Limited Liability Company (LLC) and a Business Name, primarily in terms of legal structure, liability, registration, and operations. Here are the key distinctions:
Limited Liability Company (LLC)
๐ Legal Entity: An LLC is a separate legal entity distinct from its owners (known as shareholders). This means it can own property, sue, and be sued in its own name.
๐ Liability: Shareholders have limited liability, meaning their personal assets are protected. They are only liable up to the amount they invested in the company.
๐ Registration: Registering an LLC involves a more complex and formal process with the Corporate Affairs Commission (CAC). It requires a minimum of two directors before now,but it has been reduced to one
๐ Capital Requirements: There is a minimum share capital requirement that must be fulfilled during registration. The amount varies based on the type and scale of business.
๐ Governance: An LLC must adhere to corporate governance practices, including holding annual general meetings, filing annual returns, and maintaining statutory records.
๐ Taxation: LLCs are subject to corporate tax on their profits. They must file tax returns and comply with other tax obligations.
๐ Perpetuity: An LLC has perpetual succession, meaning its existence is not affected by changes in ownership or the death of shareholders.
BUSINESS NAME
๐ Legal Entity: A Business Name is not a separate legal entity. It refers to the registration of the name under which a person or entity conducts business. The business and the owner are legally the same.
๐ Liability: The owner(s) have unlimited liability. This means personal assets can be used to settle business debts and obligations.
๐ Registration: The process of registering a Business Name is simpler and less formal compared to an LLC. It involves providing details about the business and its owner(s) to the CAC.
๐ Capital Requirements: There are no specific capital requirements for registering a Business Name.
๐ Governance: There are fewer regulatory requirements for a Business Name. There is no need for formal meetings, annual returns, or maintaining statutory records.
๐ Taxation: The income of the business is taxed as personal income of the owner. The owner must file personal income tax returns reflecting the business income.
๐ Perpetuity: The business does not have perpetual succession. Its existence is tied to the owner, and it may cease to exist upon the ownerโs death or decision to close the business.
Summary
LLC: Separate legal entity, limited liability, more formal registration and governance, corporate tax, perpetual succession.
Business Name: Not a separate legal entity, unlimited liability, simpler registration, personal income tax, tied to the ownerโs lifespan.
Choosing between an LLC and a Business Name depends on factors like the desired level of liability protection, the complexity of operations, tax considerations, and the long-term vision for the business
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