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The short answer
A company increases its issued share capital by ordinary resolution in general meeting, then notifies CAC within 15 days (CAMA 2020, section 127) using Form CAC 5 with the resolution and proof that stamp duty is paid, and amends its memorandum and articles. Under the fee schedule gazetted on 29 May 2025, CAC charges ₦10,000 for every ₦1 million or part of it for small and other private companies (₦20,000 for public companies) on increases up to ₦500 million, and the increase only takes effect once at least 25% of the capital is paid up (section 128).
What "share capital" means after CAMA 2020
Under the Companies and Allied Matters Act 2020 (CAMA), a company registers with its issued share capital, the shares actually allotted to members. Section 27(2) sets the minimum at ₦100,000 for a private company and ₦2,000,000 for a public company. Increasing it means allotting new shares, either to existing shareholders or to a new investor. It is different from a transfer, where existing shares simply change hands and the total stays the same, and from a reduction, which has its own procedure. The steps below apply only to new shares.
Why companies increase it
- A new investor: issuing shares to someone who is putting money in.
- Sector requirements: some regulators and licences expect a minimum capital. CAC's 2022 Operations Checklists note that a company altering its objects must meet the minimum share capital set for that industry.
- Bank and partner credibility: banks keep your memorandum and articles on the account file (Access Bank's corporate account page lists them), and a capital figure that matches the size of the business can make credit and contract conversations easier.
- Foreign participation: foreign investors, and the agencies that register foreign investment, may set their own capital expectations. Check the current requirement with the relevant agency before you allot shares to a foreign shareholder; note also that an "alien" member ends small company status under section 394(3).
The legal steps
- Resolution: section 127(1) says the increase is made by the company in general meeting, and section 127(8) says it is by ordinary resolution.
- Notify CAC within 15 days of the resolution (section 127(2)), with the particulars of the shares and a printed copy of the resolution (section 127(6)). If another law requires approval first, section 127(3) to (5) lets you file a notice and director's affidavit to extend time; without that approval within nine months the resolution becomes void.
- Pay stamp duty on the increase. CAC's checklist lists the online application "with stamp duty paid". The duty is assessed separately from CAC's fee; the portal shows the amount.
- Amend the memorandum and articles to show the new issued capital (section 127(8)).
- Meet the paid-up rule: section 128(1) says the increase does not take effect unless at least 25% of the share capital, including the increase, is paid up and the directors deliver a statutory declaration to CAC confirming it.
- File the return of allotment when the shares are issued (section 154; also Form CAC 5 in the checklist), with photo ID for each allottee and evidence of registration for a foreign company allottee.
CAC's fee and timeline
| Company type | CAC fee for registering the increase (up to ₦500m) |
|---|---|
| Small company | ₦10,000 for every ₦1,000,000 or part of it |
| Private company other than small | ₦10,000 for every ₦1,000,000 or part of it |
| Public company | ₦20,000 for every ₦1,000,000 or part of it |
Source: CAC's New Schedule of Fees, Official Gazette of 29 May 2025, as at October 2026. The schedule's line covers increases up to ₦500 million; for larger increases, check the portal. CAC's service charter (May 2023) sets 24 hours to process an increase or reduction in shares.
Worked example (illustrative)
Ada Foods Ltd, a small company, has issued capital of ₦1,000,000 and wants to reach ₦5,000,000 by allotting ₦4,000,000 of new shares to an investor.
- Increase: ₦5,000,000 − ₦1,000,000 = ₦4,000,000.
- CAC fee, reading the schedule as charged on the increase: 4 × ₦10,000 = ₦40,000.
- Paid-up rule: 25% × ₦5,000,000 = ₦1,250,000 must be paid up before the increase takes effect.
- Plus stamp duty, assessed separately and shown before you pay.
If the portal calculates the fee differently for your case, its figure applies. Agent or lawyer fees for the resolution and filings are extra.
What to check first
- Do the articles limit how shares are issued or require pre-emption offers to existing members?
- Have you got the 15-day deadline in the diary from the date of the resolution?
- Will the new shareholding change who has significant control? If so, update the PSC record too: PSC disclosure rules.
- Will the company still be small after the allotment? Directors must hold at least 51% to qualify (section 394).
- Has the investor's money actually arrived? Keep the bank evidence with the allotment records, since the paid-up declaration under section 128 depends on it.
For share transfers between existing members, see transferring shares at CAC; for all fees, CAC fees in 2026.
Where Pryme fits
Investor money for new shares can be received in a Pryme Business Account in NGN, USD, GBP or EUR, and converted with Swap only when you choose, with the rate shown first.
Questions people ask
How much does CAC charge to increase share capital?
₦10,000 for every ₦1 million or part of it for small and other private companies, and ₦20,000 for public companies, on increases up to ₦500 million, under the 29 May 2025 gazetted schedule.
What resolution is needed to increase share capital in Nigeria?
An ordinary resolution in general meeting (CAMA 2020, section 127(8)), notified to CAC within 15 days.
Which CAC form is used for increase in share capital?
CAC's 2022 checklist lists Form CAC 5 for the increase and for the return of allotment.
Do I pay stamp duty on increase of share capital?
Yes. CAC's checklist requires the application to be filed with stamp duty paid; the amount is assessed separately and shown before payment.
Sources
- Companies and Allied Matters Act 2020 (full text) · accessed Oct 2026
- CAC New Schedule of Fees, Official Gazette No. 92 Vol. 112 (29 May 2025) · accessed Oct 2026
- CAC Operations Checklists 2022 · accessed Oct 2026
- CAC Service Charter (approved May 2023) · accessed Oct 2026
- Access Bank Nigeria: Corporate Account requirements · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.