HOW TO REGISTER A FOREIGN COMPANY IN NIGERIA
Foreign company registration in Nigeria is the main option a foreign entity/company can acquire a separate legal entity in Nigeria and legitimately carry on business. A foreign company may open for business as a secondary establishment, such as a representative office, agency, branch, or subsidiary in Nigeria. However, such a company must fulfill certain legal requirements necessary to obtain local incorporation of the Nigerian subsidiary as a separate legal entity before starting any business.
The law governing the incorporation of companies in Nigeria Companies and Allied Matters ct (CAMA) 2020 and the government agency in charge of incorporation is the Corporate Affairs Commission (CAC).
In the same vein, every foreign individual seeking to engage in any form of business in Nigeria must also incorporate a company and meet other requirements to set up a business in Nigeria as stipulated by requisite laws.
A foreign company or foreign national may not carry on business in Nigeria or exercise any of the powers of a registered company until so incorporated.
EXEMPTION OF FOREIGN COMPANIES
A foreign company may apply in accordance with the Companies and Allied Matters Act (CAMA) for exemption from incorporating a local subsidiary if such a foreign company falls within the following categories stipulated in the Act. Such categories include foreign companies invited to Nigeria to carry out a specialized duty by the government among a few others.
Every other foreign company that does not fall within the categories mentioned above must incorporate a company before commencing business transactions in Nigeria.
However, foreign company registration in Nigeria is one of the many steps required for an entity to commence a business operation in Nigeria.
STEPS AND REQUIREMENTS FOR A FOREIGNER TO CARRY ON BUSINESS IN NIGERIA
- Company registration with CAC in accordance with the CAMA
- Registration with the Nigerian Investment Promotion Commission (NIPC)
- Tax registration and the nearby tax office to the registered address
- Obtainment of Nigerian Business Permit & Expatriate Quotas where an expatriate will be coming to work in Nigeria or acquire Nigerian residency status.
- Obtaining a residence permit, otherwise known as the Combined Expatriate Residence Permit and Aliens Card (CERPAC), where an expatriate will be coming to Nigeria to work or become a signatory to a Nigerian bank account.
- Obtainment of an export certificate in case the registered company intends to export goods or raw materials out of Nigeria.
- Obtainment of requisite business license where the company intends to engage in a specialized sector that requires a government agency’s approval or permit.
Having mentioned the steps and requirements that must be followed or obtained to establish a company in Nigeria, we would briefly highlight or detail some of the impotent features of the said requirements.
INCORPORATION OF A COMPANY WITH CAC
The first requirement for foreign company registration in Nigeria either for a foreign individual or corporate entity, willing to start a business in Nigeria is to incorporate a company in accordance with the provisions of the laws. Foreign participation in business in Nigeria must commence with a registration of a company with a minimum of N10,000,000 (Ten Million Naira) authorized share capital. That simply means the company must have at least 10,000,000 shares divided into 1 Naira per share. That does not imply such a foreign individual or company is required to pay this amount immediately to the government or any entity in Nigeria, it simply indicates the extent of the promoter’s risks and liabilities to the company.
Under the CAMA 2020, a single person can now set up a company in Nigeria.
Basic Requirements for Company Registration in Nigeria
Below are the usual and basic requirements for registering a company in Nigeria:
- Proposed Name of the Company (2Names)
- Nature of Principal business the company will be engaged in
- The Registered Office Address of the Company
- Type of Company to be incorporated : (Private or Public Company)
- Particulars of the Director(s): (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification- International Passport and signature ).
- Particulars of Shareholder(s): (Name, Date of Birth, Gender, Phone Number, Email Address, Forms of Identification- International Passport and signature on a plain paper),
- Percentage of shares to be held by each shareholder in case the company will have more than one shareholder.
- Particulars of the Company Secretary (Company Secretary is no longer mandatory for a small company).
REGISTRATION WITH THE NIPC
Furthermore, registration with the Nigerian Investment Promotion Commission (NIPC) is vital. The Nigerian Investment Promotion Commission (NIPC) is a Federal Government Agency in Nigeria established by the NIPC Act to promote, coordinate, and monitor all investments in Nigeria. The basic functions and powers of the NIPC are as prescribed by Act. The Commission among other things, coordinates, monitors, encourages and provides necessary assistance and guidance for the establishment and operation of enterprises in Nigeria.
A business permit is issued by the Ministry of Interiors and allows companies to conduct business within the government’s geographical jurisdiction. It is the authorization to start a business for every wholly-owned foreign company, especially a company seeking to obtain expatriate quotas. A business permit is an operational and permanent permit for the local operation of a business with expatriate investment either as a branch or subsidiary of a foreign company or otherwise.
Pursuant to Section 36(1)(a) and (b) of the Immigration Act (2015), and Paragraph 4 of the Immigration Regulations (2017) states that “no person other than a Nigerian citizen shall, on his own account or in partnership with any other person, practice a profession or establish or take over any trade or business whatsoever or register or take over any company with limited liability for any purpose without the written consent of the Minister of Internal Affairs“. The consent of the Minister of Interior Affairs is issued in the form of a Business Permit.
By virtue of 36(1)(a) and (b) of the Immigration Act, 2015 a foreigner granted a business permit must be able to fit into the Expatriate Quota. A business permit allows a foreigner to take up employment in Nigeria. However, all companies that intend to employ foreigners must have an expatriate quota. Expatriate quota refers to the allowable number of foreigners to be employed by business organizations operating or wishing to operate in Nigeria. This approval granted to this business organization is what is known as Expatriate Quota.
The quota position attaches to a particular post or position. Therefore, the same expatriate quota may be used by different persons, as long as it remains valid.
The permit, otherwise known as the Combined Expatriate Resident Permit and Alien Card (CERPAC) is required for expatriate residents or working in Nigeria. This, therefore, confirms that an expatriate can obtain a residence permit valid for two years. The CERPAC allows a foreigner to reside in Nigeria and carry out business. However, the validity of a residence permit is subject to the validity of the expatriate quota. A valid residence permit can also be used for re-entry into Nigeria.
SPECIALISED OPERATING LICENSE AND OTHER REQUISITE LICENSES
For companies intending to carry out operations in specialized sectors, there is a requirement to obtain operating licenses and other requisite licenses from appropriate government bodies. Some of these government agencies include:
- Nigerian Upstream Petroleum Regulatory Commission (NUPRC) – Oil & Gas Sector
- Nigerian Communications Commission (NCC) – Telecommunications Section
- Central Bank of Nigeria (CBN) – Financial Sector
- Ministry of Mines and Steel Development (MMSD) – Solid Minerals Sector
- National Agency for Food and Drug Administration and Control (NAFDAC) – Pharmaceuticals and Foods e.t.c
CERTIFICATE OF CAPITAL IMPORTATION
Subject to the Regulation released by the Central Bank of Nigeria on the 12th of June, 2012, certificates of capital importation are to be issued in respect of importations of equipment and raw materials, foreign exchange inflow for loans, investments or capital subjects to existing guidelines as specified in the Foreign Exchange Manuals.
In summary, every foreigner seeking to do business in Nigeria must first incorporate his/her company with the Corporate Affairs Commission in accordance with the provisions of CAMA. After the incorporation process, the company must obtain a business permit from the Ministry of Interiors and NIPC registration. The expatriate quota and work permit will be obtained if the foreigner intends to migrate to work in Nigeria.
Written by the Corporate & Commercial Law Team at Resolution Law Firm, Nigeria. The Firm regularly assists foreign companies and individuals in the formation of companies in Nigeria.