Selling or gifting shares in a Nigerian company is not just a private agreement between two people. The company's own rules and CAC's record both have to catch up with it.
A transfer moves existing shares, not new ones
A share transfer takes shares that already exist and moves them from one holder to another. The total number of shares in the company stays the same. Only who holds them changes.
This is different from an allotment, where the company creates and issues brand-new shares. Return of allotment: the form and the deadline covers that separate process.
What the articles usually require before it proceeds
Most Nigerian companies' articles put some kind of check on share transfers. A common one gives existing shareholders first refusal before shares go to an outsider.
Read your own company's articles before you agree a sale. A transfer that skips a required step can be challenged later, even after CAC has recorded it. Get a lawyer to check the transfer instrument and the approval trail if the articles are unclear or the transfer is contested.
Family-run companies often add extra approval steps. The goal is often to keep shares from leaving the family. Do not assume the general legal position is the whole picture for your own company.
Ask for a copy of the articles early in any negotiation, not once a price has already been agreed. It is a short document to check, and it can change how the deal has to be structured.
Updating the register of members and CAC's record
Once a transfer is approved internally, the company updates its own register of members first. That register is the company's own record of who holds what.
The change is then reported to CAC as a post-incorporation filing, so the public record matches what your company's internal register already shows.
Where the general filing fee can apply
A share transfer does not have its own separate line in CAC's published fee schedule the way a name change or a share capital increase does. It is generally treated as one of the post-incorporation filings covered by CAC's general rate.
Post-incorporation filing fees, and the catch sets out what that general rate looks like for a small company, another private company, and a public one.
The prerequisite that can stall an unrelated filing later
Up-to-date annual returns and PSC information before CAC processes most filings in this group. A share transfer is no exception, even though it does not touch your annual return or your significant-control information directly.
Confirm your company's own filing history is current before you submit a transfer, rather than finding out mid-filing that an older, unrelated issue is what is actually holding things up.
You can start a CAC company registration if you have not yet incorporated. The CAC registration hub links the rest of this series on shares and post-incorporation changes.