Startup & Corporate Structuring
Getting the company itself right — how it is registered, who owns what, and what happens when that changes.
Most founders treat incorporation as the finish line. It is the starting line, and it is frequently done wrong — not because the founder was careless, but because the decisions that matter most are invisible at the point they are made.
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Share splits get agreed over a conversation. Articles get filed from a template. Someone joins early and is given equity without terms. None of it causes a problem for two years, and then all of it does at once.
WHAT WE DO
Incorporation and CAC filings
Company registration, business name registration, incorporated trustees, and post-incorporation changes — share transfers, director and secretary changes, increases in share capital, changes of registered address and objects.
If your business sits in a regulated sector, the share capital requirement is set before you register, not after. We have unwound more than one company registered by an agent who filed ₦1,000,000 for a business that legally required ₦20,000,000 — and neither the founder nor the agent understood why the filing kept being queried.
Share and cap table structuring
Share splits that reflect contribution rather than sentiment. Vesting, so that equity is earned over time instead of granted on day one. Good-leaver and bad-leaver terms, so the departure of a founder is governed by something written down. Room in the structure for the people you intend to bring on later.
Founder and shareholder agreements
The conversation most co-founders avoid, put into a document. Roles and decision-making. What happens if someone stops contributing, wants out, or dies. How new shareholders come in. How disputes get resolved without ending the company.
Employee share option plans
ESOP rules and option grant letters, structured so you can give your team meaningful equity without giving away control or creating a tax problem.
Cross-border structuring
Where your investors will only fund a Delaware entity, we establish the double structure — Delaware parent, Nigerian subsidiary — along with the intellectual property transfer and intercompany agreements that must sit underneath it for the structure to hold.
Annual returns and ongoing filings
Companies fall out of good standing quietly. We bring outstanding filings up to date and keep them current.
Building a Nigerian company from abroad
A significant part of this practice is for Nigerians living outside the country who are incorporating here, holding shares here, or setting up a Nigerian arm of something they have built elsewhere.
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The complications are usually practical rather than legal — identification and verification requirements, a registered address, someone able to act locally, and time zones. We handle the engagement remotely and you deal with the same lawyer throughout.
You probably need this if
- Your co-founder arrangement has never been written down
- Shares were split without any thought to vesting or what happens if someone leaves
- Someone who is no longer involved still holds equity
- You registered through an agent and are not certain it was done correctly
- You want to give your team options and do not know how to structure it
- An investor has asked for your cap table and you had to build one to answer
- Your company has not filed annual returns in over a year
RELATED SERVICES
Founders arriving here usually need [Intellectual Property] and [Contracts & Policies] as well. If that is the whole picture for you, [Launch Legally] does all three in sequence over 60 days.
FAQ
How long does incorporation take?
Straightforward registrations usually complete within days once the name is approved and documents are in. Regulated sectors take longer because of the share capital and pre-approval requirements. We tell you the realistic timeline for your sector before you pay anything.
Can you fix a company that was registered incorrectly?
Usually, yes. Share capital can be increased, objects amended, shares transferred, directors changed. It is more work than doing it correctly at the outset, and considerably less work than doing it after an investor has raised it in diligence.
Do I need a co-founder agreement if we are friends?
That is the situation the agreement exists for. Co-founder disputes rarely start with bad faith — they start with two people who each remember the arrangement differently, eighteen months on, with money involved.