We examine how to approach Nigeria stock exchange to quote your company share including stages to convert into public company
To list your company on the Nigerian Exchange (NGX), you must first transition from a private limited company (Ltd) to a Public Limited Company (Plc) and then meet the specific listing requirements of your chosen board (Premium, Main, or Growth).
Phase 1: Converting to a Public Company (Plc)
This process is governed by the Companies and Allied Matters Act (CAMA 2020) and involves several legal and structural change.
Board and Shareholder Approval: Pass a special resolution authorizing the re-registration from a private to a public company.
Restructure Share Capital: Increase the minimum issued share capital to at least ₦2,000,000 as required for public companies.
Amend Constitutional Documents: Update your Memorandum and Articles of Association (MEMART) to remove restrictions on share transfers and reflect the "Plc" status.
CAC Re-registration: File an application with the Corporate Affairs Commission (CAC) including the amended MEMART, the special resolution, and a statement of compliance.
Appoint Independent Directors: Public companies are required to have at least three independent non-executive directors.
Phase 2: Approaching the NGX for Listing
Once you are a Plc, the listing process follows these primary stage
Consultation & Advisory: Appoint an Issuing House (financial adviser), legal counsel, and auditors to evaluate your company’s readiness and structure the offering.
Selection of Listing Board: Choose a board based on your company's size and track record:
Premium Board: For elite companies with a market cap of ≥ ₦200 billion.
Main Board: For well-established companies requiring a 3-year track record and specific profit/capitalization standards.
Growth Board: Designed for startups and SMEs with at least a 2-year track record and a market cap of ≥ ₦50 million.
SEC Registration: File a registration statement and prospectus with the Securities and Exchange Commission (SEC) for approval to offer shares to the public.
Application to NGX: Submit a formal listing application to the Nigerian Exchange Group (NGX) including financial statements for the last 3–5 years.
Marketing & Allotment: Conduct the Initial Public Offering (IPO) or Listing by Introduction. Once subscriptions are closed, shares are allotted to investors through the Central Securities Clearing System (CSCS).
Trading Commencement: Upon final approval and signing a General Undertaking to abide by post-listing rules, your shares are admitted to the Daily Official List for trading.
Summary of Key Listing Criteria
Criteria Main Board (Standard A) Growth Board (Entry)
Track Record 3 years 2 years
Shareholders' Equity ≥ ₦3 billion Not specified (Market cap ≥ ₦50m)
Public Float 20% of shares 10% of shares
Number of Shareholders Minimum 300 Minimum 25
Would you like to know the specific financial fees and compliance costs associated with listing on a particular board?
The financial commitment for listing on the Nigerian Exchange (NGX) varies significantly by the board you choose, with the Growth Board offering the most affordable entry point for smaller companies.
1. Official Listing & Application Fees (NGX)
The NGX charges fees based on the type of listing and the market capitalization of the company.
Growth Board (Entry Segment):
Application Fee: ₦250,000 (flat fee).
Listing Fee: Often significantly lower than other boards to encourage SMEs.
Growth Board (Standard Segment):
Application Fee: 0.1% of the offer size.
Main and Premium Boards:
Application Fee: Typically 0.25% of the offer size.
Annual Listing Fee: Based on a sliding scale of market capitalization, capped at approximately ₦4.2 million for the Main Board.
2. Regulatory & Registration Fees (SEC & CAC)
Before listing, you must pay statutory fees to the Securities and Exchange Commission (SEC) and the Corporate Affairs Commission (CAC).
SEC Registration:
Filing/Application Fee: ₦100,000.
Processing Fee: ₦300,000.
Registration of Securities: Approximately 0.025% to 0.027% of the offer value for large schemes.
CAC Re-registration (Private to Public):
Incorporation Fee: ₦20,000 for every ₦1,000,000 of share capital for public companies.
Stamp Duty (FIRS): 0.75% of the total share capital.
Annual Returns: ₦10,000 for public companies (standard).
3. Professional Advisory Costs
These are typically the largest expense and are negotiated directly with your appointed professionals.
Issuing House/Financial Adviser: Negotiable fees, often a percentage of the total funds raised.
Stockbrokers: Commission typically ranges from 0.75% to 1.35%.
Legal & Audit Fees: Can range from a few million Naira for smaller listings to significantly higher for major corporations, depending on the complexity of the due diligence.
4. Ongoing Compliance & Penalty Risks
Once listed, companies must budget for "continuous listing obligations" to avoid heavy fines.
Financial Reporting: Costs for quarterly, semi-annual, and audited annual reports.
Late Filing Penalties: The NGX strictly enforces deadlines. In the 2024/2025 cycle, listed companies paid over ₦540 million in cumulative penalties for late submissions.
Example: Individual company fines for late filings have ranged from ₦600,000 to over ₦40 million depending on the duration of the default.
Would you like a breakdown of the minimum share capital requirements for a specific industry, such as Banking or Insurance, which have higher regulatory floors?
In Nigeria, companies in highly regulated sectors must meet much higher minimum share capital thresholds than the standard ₦2 million required for a public company (Plc) under the Companies and Allied Matters Act (CAMA 2020).
1. Banking Sector (Revised 2024–2026)
The Central Bank of Nigeria (CBN) recently announced a major recapitalisation exercise. Existing and new banks must meet these thresholds by March 31, 2026:
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Commercial Banks (International): ₦500 billion.
Commercial Banks (National): ₦200 billion.
Commercial Banks (Regional): ₦50 billion.
Merchant Banks (National): ₦50 billion.
Non-Interest Banks (National): ₦20 billion.
Non-Interest Banks (Regional): ₦10 billion.
2. Insurance Sector (Nigerian Insurance Reform Act 2025)
Under the new National Insurance Commission (NAICOM) reforms, the capital base for insurers has seen a 400% increase:
Life Insurance: ₦10 billion (formerly ₦2 billion).
Non-Life Insurance: ₦15 billion (formerly ₦3 billion).
Reinsurance Companies: ₦35 billion (formerly ₦10 billion).
3. Fintech & Payment Services
Regulated by the CBN to ensure digital transaction security:
Mobile Money Operator (MMO): ₦2 billion.
Switching and Processing: ₦2 billion.
Payment Service Bank (PSB): ₦5 billion.
Payment Solution Services (PSS): ₦250 million.
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