CAC Share Capital Increase Fees: Understanding the Costs and Process for Your Business in 2026

• Key Takeaways:
• Increasing your company’s share capital involves both CAC filing fees and stamp duty paid to the Federal Inland Revenue Service (FIRS).
• The fees are calculated on a sliding scale, meaning the percentage rate changes as your capital increases.
• It’s not just about the CAC; you must also budget for professional fees (lawyers, company secretaries) and potential bank charges.
• Proper documentation and accurate calculation are crucial to avoid delays and extra costs.
• The process involves board resolutions, an Extraordinary General Meeting (EGM), filing with CAC, and paying the necessary government charges.

When you run a business here in Nigeria, you know how important it is to plan for growth. Sometimes, for your business to grow properly, you need to increase its financial backbone. This is where increasing your share capital comes in. Many companies find themselves needing to do this, maybe to bring in more investors, show more financial strength, or even comply with regulatory requirements. But, a big question always pops up: “How much will this cost me?”

This article on BusinessPortal is here to break down everything you need to know about CAC Share Capital Increase Fees. We’ll talk about the fees you pay to the Corporate Affairs Commission (CAC) and other associated costs. My aim is to give you a very clear picture so you can plan well and avoid any surprises.

What is Share Capital Increase and Why Do Companies Do It?

First, let’s understand what we’re even talking about. Your company’s share capital is like the total value of shares that the company is authorized to issue to its shareholders. It’s a fundamental part of your company’s structure. When you decide to increase your share capital, you’re basically increasing the maximum amount of money your company can raise by issuing new shares.

So, why would a company want to do this? There are many good reasons, and from what I’ve seen, they usually boil down to these:

• Raising More Funds: This is probably the most common reason. If your company wants to expand, buy new equipment, or enter new markets, it will need more money. By increasing share capital, you can issue more shares to new or existing investors to get that cash.
• Boosting Credibility: A higher share capital can make your company look more financially stable and serious. This can be very attractive to potential business partners, lenders, and even big clients who want to deal with a solid company.
• Meeting Regulatory Requirements: Sometimes, specific industries or contracts might require companies to have a minimum amount of share capital. For instance, if you want to bid for certain government contracts or get certain licenses, they might tell you to increase your capital.
• Restructuring and Acquisitions: In cases of mergers, acquisitions, or internal restructuring, increasing share capital might be a necessary step to accommodate new ownership structures or consolidate assets.
• Attracting Foreign Investment: Foreign investors often look at a company’s share capital as an indicator of its financial capacity. A healthy capital base can make your company more appealing.

In my experience, whether you’re a small startup looking to grow or a big established business, understanding this aspect of company law is very important. It’s a sign that your business is serious about its future.

The Role of the Corporate Affairs Commission (CAC)

The Corporate Affairs Commission (CAC) is the body in Nigeria responsible for regulating the formation and management of companies. They are the ones who register your company, approve your name, and keep records of all companies operating in the country. When you want to increase your share capital, you must go through the CAC. They ensure that the process follows the Companies and Allied Matters Act (CAMA) and that all legal requirements are met.

Why do they charge fees? Well, the fees are for the services they provide. These services include processing your application, updating your company records, issuing new certificates, and generally ensuring that corporate governance is maintained. It’s how they fund their operations and keep the system running smoothly. You know, just like how you pay for any government service.

Breakdown of CAC Share Capital Increase Fees

Now, let’s get into the main gist: the actual costs. When you want to increase your share capital, you’re generally looking at two main components for the government:

1. CAC Filing Fees: These are the fees paid directly to the Corporate Affairs Commission for processing your application.
2. Stamp Duty Fees: These are taxes paid to the Federal Inland Revenue Service (FIRS) on the increased amount of share capital. The CAC collects this on behalf of FIRS.

Both of these are calculated on a sliding scale. This means the percentage you pay reduces as the amount of capital you’re increasing gets higher. It’s like a tiered system. Many people find this part a bit confusing, but I will break it down simply.

Let’s look at how the fees are typically structured for private companies. Public companies have slightly different rates, but for most businesses reading this on BusinessPortal, you’ll be a private company.

The current structure, as of 2026, works like this:

CAC Filing Fees (Payable to CAC)

• For the first N1,000,000 (one million Naira) of increase: You pay 0.5% of that amount.
• For the next N4,000,000 (four million Naira) of increase (i.e., from N1,000,001 to N5,000,000): You pay 0.25% of that amount.
• For any amount above N5,000,000 (five million Naira): You pay 0.125% of the excess amount.

Stamp Duty Fees (Payable to FIRS, collected by CAC)

• For the first N1,000,000 (one million Naira) of increase: You pay 0.75% of that amount.
• For the next N4,000,000 (four million Naira) of increase (i.e., from N1,000,001 to N5,000,000): You pay 0.5% of that amount.
• For any amount above N5,000,000 (five million Naira): You pay 0.25% of the excess amount.

Let me give you a quick example so you understand how this works in practice.

Example: Increasing Share Capital by N10,000,000 (Ten Million Naira)

Let’s say your company’s current share capital is N1,000,000 and you want to increase it to N11,000,000. So, the increase amount is N10,000,000.

Grand Total Government Fees = N21,250 (CAC) + N40,000 (Stamp Duty) = N61,250

You see how the calculation works? It’s not just a flat percentage. In my experience, this is where many people make mistakes in their calculations. They often just take a flat percentage of the total increase, which will give you the wrong amount. Always remember the tiered structure.

Step-by-Step Process for Increasing Share Capital

Okay, so you know the costs. What about the actual steps you need to take? The process, while straightforward, requires attention to detail.

1. Board Meeting and Resolution:
You first need to call a meeting of your company’s board of directors. At this meeting, the directors will discuss and approve the proposal to increase the company’s share capital. They will also recommend the specific amount of increase to the shareholders.

2. Extraordinary General Meeting (EGM) or Annual General Meeting (AGM):
After the board approves, you must then call an EGM or wait for your AGM. At this meeting, the shareholders will pass a Special Resolution to approve the increase in share capital. A special resolution needs at least 75% of the votes cast by shareholders to pass. This is a very important step. You need proper minutes and attendance records for this meeting.

3. Amendment of Memorandum and Articles of Association (MEMART):
Once the Special Resolution is passed, the company’s Memorandum and Articles of Association (MEMART) need to be updated to reflect the new authorized share capital.

4. Filing with CAC:
Now, you prepare all the necessary documents for filing with the CAC. These typically include:

• A formal application for share capital increase.
• The Special Resolution passed by shareholders.
• Amended MEMART pages (or a deed of amendment).
• A copy of the company’s last annual returns (sometimes requested).
• Payment evidence for the CAC filing fees.
• Evidence of stamp duty payment.

You submit these documents through the CAC online portal. In my early days, I used to see people go physically, but now, everything is online, which is much faster.

5. Payment of Stamp Duty:
Before final submission, you need to generate the assessment for stamp duty through the FIRS portal (or via the CAC portal link) and make the payment. As I said earlier, CAC collects this on behalf of FIRS. It’s crucial to pay the exact amount.

6. CAC Review and Approval:
The CAC will review your application and all supporting documents. If everything is in order, they will approve the increase and update your company records. They will then issue a new Certificate of Increase in Share Capital or endorse your existing one, sometimes providing an updated MEMART.

I always advise my clients on BusinessPortal to ensure all documents are accurate and complete before submission. In my experience, incomplete documents are the biggest cause of delays.

Other Potential Costs You Should Budget For

The CAC filing fees and stamp duty are the government charges, but they are not the only costs involved in increasing your share capital. You should always budget for these additional expenses:

• Professional Fees: This is a big one. Unless you are a company law expert yourself, you will almost certainly need the services of professionals.
  • Company Secretary: If your company has one, they will handle much of the documentation, resolutions, and filing.
  • Lawyer: A lawyer will help draft the necessary resolutions, amend the MEMART, and ensure legal compliance. I’ve seen situations where getting legal advice upfront saves a lot of trouble later.
  • Accountant: While not always directly involved in the filing, an accountant might help with financial planning related to the capital increase.

  These professional fees can vary widely based on the complexity of your company’s structure and the professional’s experience.

• Bank Charges: When making the payments for CAC fees and stamp duty, your bank might charge transaction fees. These are usually small but add up.
• Logistics and Sundries: Think about costs for printing documents, transportation if you need to physically visit offices (though less common now), internet data for online filings, etc.

When I help companies with this, I always tell them to factor in these extra costs. Focusing only on the government fees is a common mistake that leads to budgeting issues.

Common Challenges and How to Avoid Them

Even with a clear process, people still face challenges. From my observations over the years, these are some common issues:

• Incorrect Calculation of Fees: As I mentioned, the sliding scale can be tricky. Many businesses end up paying too little or too much, leading to queries from CAC and delays. Always double-check your calculations or use a reliable professional.
• Incomplete or Incorrect Documentation: Missing signatures, outdated annual returns, improperly worded resolutions, or wrong dates can all cause your application to be rejected or put on hold. Ensure every document is perfect.
• Delays in Payments: Sometimes, issues with online payment platforms or bank transfers can delay the processing of your fees, which in turn delays your CAC approval. Initiate payments early and confirm they have gone through.
• Lack of Proper Understanding of CAMA: The Companies and Allied Matters Act is the law governing these processes. Not understanding its requirements can lead to procedural errors. This is where professional advice becomes invaluable.
• Mismanaging Shareholder Meetings: Failing to properly convene an EGM, not getting the required percentage for a Special Resolution, or poor record-keeping of meeting minutes can invalidate the entire process.

I’ve seen many businesses run into issues because they overlooked small details. My advice on BusinessPortal is always to be thorough and patient.

Importance of Accurate Information and Planning

You see, increasing your share capital is not just a formality; it has significant implications for your company. It affects your balance sheet, your ownership structure, and your legal standing. Because of this, accuracy and proper planning are not just good ideas – they are absolutely essential.

Imagine submitting an application with wrong figures or incomplete documents. The CAC will flag it, you’ll get queries, and your application will be delayed. This means more time, more stress, and potentially more money if you have to pay professionals for extra work. It can even affect critical business opportunities that depend on your company having a higher share capital by a certain deadline.

So, take your time. Understand every step. Calculate your fees properly. Gather all your documents. If you are not sure, please consult a company secretary or a lawyer who has experience with CAC matters.

Frequently Asked Questions (FAQs)

1. What is the main reason companies increase their share capital?

The primary reasons companies increase their share capital are usually to raise more funds for expansion, enhance their financial credibility to attract investors or partners, and meet specific regulatory or contractual requirements.

2. Who calculates the CAC fees for share capital increase?

While you can try to calculate it yourself using the tiered percentage system, it’s often best to have your company secretary, lawyer, or a professional with experience in CAC filings calculate the fees to ensure accuracy and avoid errors. The CAC portal also provides an assessment when you initiate the process.

3. Can I increase my share capital by any amount?

Yes, you can increase it by any amount you deem necessary for your business, as long as it’s approved by a special resolution of your shareholders. There’s no upper limit set by CAC, but it must be practical and align with your company’s needs.

4. What is the difference between CAC filing fees and stamp duty?

CAC filing fees are paid to the Corporate Affairs Commission for processing your application and updating your company records. Stamp duty is a tax collected by CAC on behalf of the Federal Inland Revenue Service (FIRS) on the increased amount of share capital. Both are mandatory government charges.

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5. How long does the process of increasing share capital take at CAC?

The time taken can vary. If all your documents are correct and the fees are paid accurately, CAC processing can take anywhere from a few days to a couple of weeks after submission. However, delays can occur due to queries, incomplete documentation, or system issues.

6. Do I need a lawyer or company secretary to increase my share capital?

While not strictly mandatory for you to hire one for every step, it is highly recommended. A lawyer or company secretary ensures all legal requirements are met, resolutions are properly drafted, and documents are filed correctly, which minimizes delays and costly errors. In my experience, it saves you a lot of stress.

7. What documents are required for filing an increase in share capital?

You typically need the Special Resolution passed by shareholders, amended pages of your company’s Memorandum and Articles of Association (MEMART), evidence of payment for CAC filing fees and stamp duty, and a formal application.

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8. What happens if I pay the wrong amount for CAC fees or stamp duty?

If you pay the wrong amount (either too little or too much), CAC will issue a query, and your application will be put on hold until the correct amount is paid or reconciled. This leads to significant delays in the process.

9. Can a company reduce its share capital?

Yes, a company can also reduce its share capital, but this process is usually more complex and requires court sanction in addition to shareholder approval and CAC filing, especially if it involves returning capital to shareholders or writing off losses.

10. Is the current share capital amount reflected on the CAC portal immediately after approval?

Once CAC approves your application, your company’s records on their portal will be updated to reflect the new authorized share capital. You will typically receive an official notification or an updated certificate showing the change.

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Written by Aisha Bello

Aisha Bello is a certified industry expert with years of hands-on experience helping businesses scale, optimize, and succeed. Our content is rigorously researched and fact-checked to ensure the highest standards of accuracy and trustworthiness.