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How to set up a company as a foreigner in Nigeria

For many decades, Nigeria has been the home for foreigners expanding their businesses into Africa. One cannot talk about Africa without mentioning Nigeria. The untapped business opportunities in Nigeria cut across all sectors from Fintech, manufacturing, export, agro-business, and tourism among others.

The recent declaration by the Improved World Bank, declared Nigeria as the best place for investment in Africa, and Statista, in 2021 recognized Lagos, Nigeria as the most attractive place in Africa compared to its direct competitors. (Source: Techcrunch, Statista)

Despite knowing your business will thrive in Nigeria, one of the initial steps to undertake before commencing your business in Nigeria is company registration.

The company registration process can be difficult if you are unfamiliar with the Nigerian terrain and the challenging hoops you must jump through to get your business “perfectly” registered.

I encourage you to read and follow the steps below to have a successful business registration in Nigeria.

Procedures for registering a company in Nigeria

Below are step by step guidelines for registering a company limited by shares in Nigeria;

STEP 1 – Check availability of business name

Check for availability of suggested business names on the CAC portal. It is always best to submit 2 or 3 names to avoid confusion. This takes 1 week for approval.
https://www.cac.gov.ng/

STEP 2 – Prepare Memorandum of Association

The preparation of the Memorandum of Association (MOA) and all related documents i.e., directors’ and shareholders’ names and means of identification must be collated by a lawyer.

STEP 3 – Fill the Pre-registration forms on the CAC Portal
  • All directors must fill the Director form providing the information below;
  1. Names of Directors
  2. Email addresses for directors
  3. Contact information for the directors
  4. Address of the Director’s Office (Physical or Virtual)
  5. Residential Address of the Directors
  6. Signatures of Directors

2 directors must fill a form appointing a company secretary

  • The share capital statement and return of allotment form must be completed by one of the two directors.
  • Any change in registration address or nature of company situation must be filled out by one of the two directors or the company secretary.
  • According to the Company and Allied Matters Act, any firm or individual processing the registration may fill out the declaration of compliance (CAMA)
STEP 4 – Print and append signatures on the application forms

Print out the pre-registration form for manual signature and for stamp.
Pay stamp duty and filing fees through the Federal Inland Revenue Services (FIRS) and you can proceed to Stamp Duty Commission where it will be stamped and other relevant incorporated documents

STEP 5 – Scan and submit signed application forms on the CAC Portal

Scan the signed and stamped pre-registration form along with the other relevant incorporated forms below for submission;

  • Memorandum of Association
  • Means of identification of directors, shareholders, and company secretary
  • Evidence of payment 
STEP 6 – Get your Certificate

After submission, it takes about six (6) weeks for your Certification of Incorporation to be granted.

What are the essential requirements for registering a company in Nigeria?

  1. The company members must be 18 years old and above
  2. The company can have more than 250 members
  3. A member of unsound mind, bankrupt or disqualified from CAMA can’t be registered.
  4. The minimum share capital required is 10 million Naira

What is the cost of registering a company in Nigeria?

DOCUMENT ITEMFEES (NAIRA)
Name Registration500
Registration of private companies with a share capital of 1Million or less10,000
Registration charges for a private company10,000 for every 1 million
Certified copy of company registration10,000
Certified copy of other documents2,000 per a document
Filing of annual returns of a company3,000
Table 1: This table shows the list of applicable fees for company registration in Nigeria

What are the other procedures after company registration in Nigeria as a foreigner?

  1. Obtain a tax identification number to register for value added tax with the Federal Inland Revenue Service.
  2. Open a domiciliary account with a commercial bank to obtain a certificate of Capital Incorporation.
  3. Register with the Nigerian Investment Promotion Council (NIPC)
  4. Obtain a business permit with the Ministry of Foreign Affairs and Interiors
  5. Register with Combined Expatriation Permit and Aliens Card (CERPAC) for resident permit
  6. Ensure all relevant license registration are duly processed.

It is also pertinent to visit the online portal of the respective agencies mentioned above to find out more;

https://www.firs.gov.ng/
https://www.nipc.gov.ng/
https://lirs.gov.ng/
https://interior.gov.ng/

Can a foreigner be exempted from business registration in Nigeria?

Yes, you can be exempted from registering a business as a foreigner on the following conditions as stated under section 56 of the Company & Allied matters Act (CAMA).

  1. The Federal Government has approved your company’s visit to Nigeria to carry out a certain project.
  2. Your company is government-owned and specializes in export promotion as well as technical or engineering consulting.
  3. In order to carry out precise loan projects on behalf of a donor company, your company’s presence in Nigeria is essential.

Conclusion

Probably after going through the article, you might be wondering how to initiate all steps highlighted! It’s very simple and easy, follow the guidelines we have given, and you should be fine. And if you have any challenges along the way, reach out to us and we will answer all questions.