Register TTA the right way, or your equity lives nowhere.

Everything you need before you call. What structure to insist on, the real costs, the one trap that could 100x the price, and the exact questions to ask so he can't quietly default you into nothing.

◆ Bottom line

Register TTA as a Limited Company (Ltd), with you on the share register as a Nigerian citizen at your agreed %, plus a separate shareholders' agreement. A Business Name has no shares, so your 20-25% would exist nowhere. Ltd + your name on it + the agreement = your equity is real and enforceable.

Ltd vs Business Name

This is the whole decision. Get it wrong and there's nothing to fix later, only to re-do.

Business Name (avoid)

NOT a separate legal entity. No shares, no shareholders.
Owned by the proprietor(s) named on it. If that's just Salami, he owns 100%.
Your equity would be a handshake, not a legal fact.
Cheaper (~₦20k) and what the agent will default to. That's the trap.

Limited Company / Ltd (do this)

A separate legal entity that issues SHARES. Your equity = shares in your name.
You appear on the CAC record as a shareholder (and director).
Under CAMA 2020 a small private company can have just 1 director / 1 shareholder, so 2 partners is simple.
Slightly more cost + paperwork, and worth every naira.

The trap that changes everything

This is the single most important thing to get right.

⚠ Foreign participation = ₦100,000,000 minimum

A normal Nigerian-owned private company needs only ₦100,000 minimum share capital. But the moment a company has any foreign participation (a foreign entity or non-resident foreigner as a shareholder), Nigeria requires a ₦100 MILLION minimum issued share capital (CAC public notice, Dec 2023). That would make this impossible for a small shop.

How you sidestep it: you're a Nigerian citizen. Go on the share register using your Nigerian identity (NIN / Nigerian passport), as an individual, NOT as "BlessedOps" or any Canadian entity. Then TTA is a fully Nigerian-owned company, the ₦100k rule applies, and the ₦100M trap never triggers. Do not let anyone put a foreign entity on the shares.

The share structure

Simple and clean.

Pick a share capital (a modest ₦1,000,000 split into 1,000,000 shares of ₦1 each is clean and keeps fees low). Then allot the shares to match the agreed equity:

Salami: the majority (e.g. 750,000 shares = 75%)

You: your stake (e.g. 250,000 shares = 25%)

You are also named a director, so you have a governance seat, not just economics

Registered address = the shop, 23 Idimu Rd, Ikotun

On vesting: your equity is meant to vest over time. Two clean options, your lawyer picks, allot your full % now with a "reverse-vesting / buyback" clause in the agreement (unvested shares can be bought back cheaply if you exit early), or allot in tranches as milestones hit. Either way the vesting lives in the shareholders' agreement, not the CAC filing.

What it actually costs

Current CAC fees (2025-2026), Nigerian-owned Ltd, ~₦1M share capital.

Name reservation (CAC portal)	~₦500
CAC filing fee (share capital up to ₦1M)	₦10,000
Stamp duty on MEMART (FIRS)	~₦8,500
Government total	~₦19,000 - ₦20,000
Professional / agent / lawyer fee (varies)	~₦30,000 - ₦100,000+
Realistic all-in	~₦50,000 - ₦120,000

The government part is cheap (about ₦20k). Most of the cost is the professional who does it right. That's the part worth paying for here, because the structure is what protects you.

The steps + timeline

So you know what "he's handling it" should actually involve.

Reserve the name on the CAC portal (e.g. "The Talking Arts Ltd"). Confirms it's free. ~₦500.

File the incorporation form: company name, registered address, directors, shareholders, share capital + the allotment split.

Upload documents: MEMART (memorandum + articles), IDs for both of you (your Nigerian ID + Salami's NIN), proof of the registered address.

MEMART gets stamped by FIRS (the stamp duty), fees paid to CAC.

CAC issues the Certificate of Incorporation + the status report showing shareholders, directors, and share allotment. That report is your proof of ownership, get a copy.

Timeline: roughly 2 to 14 working days once the documents are right.

The shareholders' agreement

Separate from CAC, and it's the document that actually protects you. The CAC filing says you own shares; this says what that means.

Exact ownership % and your vesting schedule

Each partner's role (you run digital/growth, Salami runs the shop)

Reserved decisions that need both to agree (big spend, debt, selling)

Right of first refusal if either wants to sell shares

Exit / buyout terms + how the business gets valued

IP ownership: who owns the Pejji-built site, the brand, the systems

Profit / dividend policy

What happens on a deadlock or a fallout

Ask him these on the call

If he can't answer these cleanly, he's not the person to do it.

Are you registering this as a Limited Company (Ltd), or a Business Name? (It must be Ltd.)

Will I be listed as a shareholder at my exact %, and as a director, on the CAC filing?

What's the share capital, and how are the shares allotted between Salami and me?

You're registering me with my Nigerian ID so it stays a Nigerian-owned company, right? (Avoids the ₦100M foreign rule.)

Are you also preparing a shareholders' agreement, or only the CAC filing? (If only the filing, we get a lawyer for the agreement.)

Will I receive the Certificate of Incorporation and the status report showing my shares?

One honest note: I'm not a lawyer and this is Nigerian corporate law, so treat this as your prep, not the final word. The smart spend is a short consult with a Nigerian corporate lawyer to set the Ltd, the shareholding, and the agreement correctly. This page just means you walk into that conversation (and the call) knowing exactly what to ask for, so nobody defaults you into a worse deal.

Own it on paper, not on trust. The Talking Arts.