FOREIGN COMPANY REGISTRATION IN NIGERIA
A foreign company may open for business as a secondary establishment, such as an office, agency, branch, or subsidiary in Nigeria. However, such a company must fulfill certain legal requirements necessary to obtain local incorporation of the Nigerian branch or subsidiary as a separate legal entity. Registration of a company in Nigeria is the only means a foreign entity can acquire a separate legal entity in Nigeria and legitimately carry on 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 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.
- Obtainment of Certificate of Capital Importation for equity or loan brought in for the business purpose.
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 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 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 on a plain paper).
- 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, to coordinate, monitor, encourage and provide necessary assistance and guidance for the establishment and operation of enterprises in Nigeria, initiate and support measures, which shall enhance the investment climate in Nigeria for both Nigerian and non-Nigerian investors among others as well as perform such other functions as are supplementary or incidental to the attainment of the objectives of NIPC Act.
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.
IMMIGRATION REQUIREMENTS AND RESIDENCE PERMIT
The Comptroller General of the Nigerian Immigration Service (CGI) issues residence permits to immigrants that intend to reside in Nigeria.
The immigration permits that may be granted to a foreign company or its employees are
- Resident Permits
- Temporary Work Permits (TWP)
- Subject to Regulation (STR) Visa
We would like to enunciate briefly on the above
RESIDENT OR WORK PERMITS
The Immigration laws provide that residence permits, otherwise known as the Combined Expatriate Resident Permit and Alien Card (CERPAC) may be granted for a maximum period of two years. CERPAC is required for expatriates resident or working in Nigeria. This, therefore, confirms that an expatriate can obtain a residence permit valid for two years. The CERPAC CARD is a document, which allows a foreigner to reside in Nigeria and carry out business as specified in the permit, or to accompany a resident or citizen of Nigeria as a dependent. Every CERPAC must be submitted for renewal after the two years expiration.
However, the validity of a residence permit is subject to the validity of the expatriate quota. Valid residence permits can also be used for re-entry into Nigeria.
With regards to an Investment visa, the Regulations provide that a foreign national that imports a minimum ‘threshold of capital’ over a period of time may be issued with a permanent residence permit (PR). However, this investment PR is subject to revocation upon withdrawal of investment from Nigeria.
TEMPORARY WORK PERMIT (TWP)
This is an approved visa endorsement authorizing an immigrant to enter Nigeria in order to perform a specific job within a specified period of time. TWP is usually issued for a period of 3 to 6 months. The Comptroller of the Nigerian Immigration Service must approve all TWP cable visa.
SUBJECT TO REGULATION (STR) VISA
This visa is required from a foreigner who wishes to take up business in Nigeria. Subject to Section 33 of the Immigration Act, the prospective employer must write to the Comptroller General that he has a slot on the expatriate quota. The employer applies to the Nigerian Embassy or Consular office in the country where the employee resides. Upon his arrival in Nigeria, he would be granted a residence permit (CERPAC).
STR visas are valid for 90 days without reference to the Comptroller General provided that the applicant provides specified documents.
SPECIALISED OPERATING LICENSE AND OTHER REQUISITE LICENSES
For companies intending to carry out operations in specialized sectors, there is the need to get operating licenses and other requisite licenses from appropriate government bodies. Some of these government agencies include:
- Department of Petroleum Resources (DPR) – 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 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.
By virtue of the CAMA, every foreigner seeking to do business in Nigeria must incorporate his company except his company falls within the category exempted by the Federal Government from incorporation.
There are numerous benefits and incentives for foreigners doing business, such incentives include allowing foreigners to register and wholly own a Nigerian company or subsidiary, repatriation of capital and profits among others.
Written by Corporate & Commercial Law Team at Resolution Law Firm, Nigeria. The Firm regularly assists foreign companies and individuals in the formation of companies in Nigeria. The Firm also offers full corporate transactions & international business set up advisory in Nigeria