The African continent comes to the attention of foreign investors more and more often, as a number of states can offer favorable conditions for doing business, legislation that meets modern standards and the availability of online services for completing the necessary registration procedures. Nigeria is among such countries, therefore the Lawrange law firm boldly recommends this jurisdiction for business incorporation.


Registration of a company in Nigeria can be a launching pad for the development of rapidly developing markets in Africa or a good option for asset diversification. We suggest that you first discuss what goals you are pursuing, in order to then come up with the best option regarding the direction and structure of the business. The services of our team provide for the registration of entrepreneurship on a turnkey basis, that is, resolving the issue of registering a company + opening a corporate bank account. And even more – upon request, we organize further legal and accounting services for the company.



Jurisdiction Characteristics


The Federal Republic of Nigeria is a state in West Africa, and the largest economy on the continent, with an annual growth rate of 6-7%. In addition, Nigeria is the most populous country in Africa, and the seventh most populous on the planet with a significant proportion of young people. The national currency is the Nigerian Naira (NGN). The exchange rate to the US dollar is 1:450. Official languages: Igbo, Yoruba and English (the latter contributes to the comfort of foreign entrepreneurs).


Nigeria is one of the leading oil producers on the planet, and the country also supplies such goods as rubber to the world market. In many ways, the economy is dependent on the export of crude oil. In terms of entrepreneurship development, sectors such as natural resource extraction, light industry, e-commerce and retail, construction, and information technology deserve attention.


For your information! Nigeria is Africa’s largest IT and telecommunications market, accounting for 29% of internet usage on the continent.


A foreign citizen or legal entity may invest in and participate in the operation of any business in Nigeria, with the exception of those engaged in certain types of activities included in the list. In particular, we are talking about the production of weapons and ammunition, drugs, military clothing and so on.



Features of business registration


The Corporate Affairs Commission (CAC) is responsible for registering companies in Nigeria. The body was created under the Companies and Allied Matters Act (CAMA) in 1990. The Commission performs the functions of the state regulator of business activities, maintains a register of commercial names and companies in the country. CAC offices are located in 36 state capitals.


Important! Registering a company in Nigeria is now completely online using the new e-registration portal launched by the Corporate Affairs Commission. CAC registration is the first and main requirement for opening any business in the country, including foreign ones.


In addition to CAC, the Nigerian Investment Promotion Commission (NIPC) deals with interaction with foreign entrepreneurs. This federal government agency operates under the NIPC Act of 1995. The purpose of NIPC is to promote, coordinate and control investments in Nigeria. The Commission initiates and supports the improvement of the investment climate in the country, both for Nigerian and non-Nigerian investors.


Through the provisions of the Companies and Related Matters Act and the NIPC Act, a foreigner or foreign company can take advantage of Nigerian business registration opportunities, foreign investment protection mechanisms, guarantees and incentives.



Requirements for registering a company in Nigeria by a non-resident


Please note that there are special rules for foreign entrepreneurs in Nigeria:

  • If the company does not include a foreigner, then only one person can register it, acting as a director and shareholder. However, when foreigners are involved in the creation of a business, at least two directors will be required (this rule also applies if foreign shareholders are involved). A foreign company may register a subsidiary in Nigeria and become the sole shareholder, but only on the condition that such a company appoints at least two directors.
  • A Private Company with a local director(s) is not required to appoint a secretary at the time of incorporation. However, a foreign-owned or foreign-owned company must appoint a secretary at the time of incorporation.
  • Citizens of Nigeria can register a company with any permitted amount of authorized capital. However, to register a foreign company must have a registered capital of at least 10,000,000 naira (approximately $22,000). Only in this case, the company will be able to conduct business and use quotas for expatriates.


In addition, a non-resident should follow the general rules:

  • Each company at the time of registration must have an address (registered address) in Nigeria.
  • The director of a Nigerian company must be over 18 years of age.



Benefits of doing business in Nigeria


First of all, Nigeria itself is the largest market in sub-Saharan Africa. And this is a weighty background for the development of investment projects. In recent years, the country’s authorities have taken a course towards creating a favorable business climate. In Nigeria, infrastructure is being comprehensively improved and is becoming more and more modern: highways, railway communication, river and sea transport routes, seaports and airports.


Nigeria has strong trade ties with France, Spain, Brazil and India. Double taxation agreements have been concluded with a large number of countries.


Developing business within the country, entrepreneurs can, subject to certain conditions, count on receiving state grants. As an incentive for business, it is worth considering a flexible taxation system and the possibility of obtaining tax benefits. In particular, you can take advantage of favorable tax regimes in 14 free economic zones of the country.



Opening a company in Nigeria: types of business opportunities


As in most other jurisdictions, in Nigeria it is possible to develop both individual entrepreneurship and companies. The term “company” refers to a form of business organization that has a legal personality separate from its owners. A legal entity can own property, pay taxes, and sue. However, its owners are not personally liable for business obligations.


Consider the main forms of entrepreneurship in Nigeria.



Individual ownership

The simplest form of doing business, which has the following characteristics:

  1. the sole owner of the business is its founder;
  2. only the owner controls the enterprise, receives profit, but also bears the risk and all the burden of obligations;
  3. the founder of the business must take care of its initial financing;
  4. the owner covers losses even within the limits of his personal assets (that is, we are talking about unlimited liability);
  5. the owner is also liable before the law in case of detection of any illegal activity;
  6. The CAC does not require self-employed individuals to publish reports;
  7. suitable for small businesses.



Partnerships – limited and general partnerships

A business is owned by two or more individuals who jointly contribute resources to create it. Partners bear the risk and obligations of the company equally. They also share the profits among themselves. Partnerships are of two types: 1) limited partnerships (with limited liability); 2) complete. In a full partnership, all profits and losses are shared equally between the partners. In a limited partnership, only one partner controls the activities of the enterprise, and the other person (s) contributes money to receive only a part of the profit.


For your information! There are two types of limited liability companies available in Nigeria – public and private (private limited or a public limited liability). Both of these forms of business provide that the owners cannot be held personally liable for the company’s debts or obligations.



Private Limited Company – Private Limited Company

This is the most common type of company in Nigeria. We are talking about a legal entity, where the minimum number of founders is 2, the maximum is 50. The authorized capital must be at least 10,000 naira (approximately 22 US dollars). The owners’ liability is only limited to the amount they have invested, so in the event of the company’s insolvency, their personal assets are protected.


The company must have a registered office in Nigeria. The company’s shares cannot be offered to the public, so the company cannot be listed on a public stock exchange. The reporting requirements for private limited companies can be considered lenient compared to public companies.



Public Limited Company – Public Limited Company

Compared to a private company, this is a more transparent form of doing business. Such a business entity is required to publish information on activities and financial statements annually in accordance with the rules of corporate governance. It provides for the possibility of selling shares to the public and quotations on the stock exchange, as opposed to a private company. This form of business is suitable for large corporations with ambitious plans, since the cost of maintenance is higher for a private company.


The minimum number of founders for such a legal entity is 7, the maximum number is not limited. The authorized capital must be at least 500,000 naira (approximately US$1,100). The company must have a registered office. The liability of the owners is limited to the threshold of investments made upon incorporation or in case of joining the company. This form of business is suitable for flexible mergers and acquisitions with other companies.



Companies Limited by Guarantee – Company Limited by Guarantee

Often such structures are charitable, educational, religious or sports organizations, that is, their activities are not aimed at making a profit. Therefore, such organizations do not trade on public stock exchanges, and the income received is intended solely to achieve their goals, and not for profit. Any money earned cannot be distributed among the founders, members or trustees of the organization, but remains to pay for expenses or programs.



Private company with unlimited liability – Unlimited Company

In this type of company, the member’s liability is unlimited, that is, he is fully liable for all obligations and debts of the business. This is not the best way to do business. There are only a few unlimited liability firms in Nigeria.



Branch and representative office

Any foreign company wishing to start a business in Nigeria must either register a subsidiary (in one of the above forms), or open a Nigerian branch, or establish a representative office. It is impossible to do business in the country without this step. At the same time, the representative office cannot engage in entrepreneurial activities, negotiate or conclude contracts. This is just a link with the company or an office to advertise the brand in the country.




Among the various types of companies in Nigeria, a private limited company is deservedly considered the most recognized and preferred form of business organization. And this is the most suitable form for foreigners. If you want to get more benefits and tax preferences, then you should consider opening a company in Nigeria in a free zone (FZC).



Registration of a company in Nigeria: tax system


The base corporate tax rate in the country is 30%. A reduction of up to 20% is allowed for agricultural and manufacturing enterprises. A similar benefit can be obtained in the first five years of operation of companies focused exclusively on export, if the annual turnover does not exceed 1,000,000 NGN (approximately 2200 USD). At the same time, the corporate tax in the free zone is 0%. Value Added Tax (VAT) rates – 7.5%. Capital repatriation tax – 10%



Documents and information for registration


To register a company in Nigeria remotely, through the official web resource of the Corporate Affairs Commission (CAC), you will need the following information and documents:

  1. two options for the name of the company;
  2. personal data of founders and directors: copies of identity cards, postal addresses, telephone numbers, e-mail addresses;
  3. if among the founders is a legal entity – a certificate of incorporation;
  4. data on the secretary – only local small companies can do without the appointment of a secretary;
  5. the size of the authorized capital – for some forms of enterprises it is necessary to comply with the mandatory threshold of the authorized capital;
  6. shareholding formula or each member’s share in the company;
  7. company objectives – a description of the business that the organization intends to do in Nigeria.



Register a company in Nigeria: the process


Below we will describe the steps that should be taken to register a company in Nigeria.


  • Name choice.

The main criteria are uniqueness and lack of connection to another company in Nigeria. The name must not contain prohibited words such as “Government”, “Council”, etc. without the necessary permission.


  • Title reservation.

At this stage, an account is created for one of the founders or directors on the CAC portal – Corporate Affairs Commission. When filling out an application for reserving a name, it is necessary to indicate the legal form of the business. A response from the CAC regarding the status of the name reservation request will be received within 24 hours. If any of the names are available, the CAC will send the applicant an approval notice containing the approved name and code that will be required to register the business.


  • Filling out forms for company registration.

The applicant must specify the nature of the business, details of the company, details of the director(s) and shareholder(s), and the secretary:

– name, date of birth, gender;

– phone number;

– data for identification (for example, passport data);

– the percentage of shares or the size of the share owned by this person.


Important! To register a company, you must pay the CAC registration fee (which depends on the type and size of the company) and the stamp duty.


  • Obtaining a certificate of registration.

After filling out the forms and uploading copies of the required documentation, you can expect a certificate of registration. As soon as the certificate is ready, the Federal Service Internal Revenue Service (FIRS) will generate a Taxpayer Identification Number (TIN) and email it to the applicant. It can be used to file company tax returns.


The term for opening a company is up to 10 working days.


Important! The registration process in Nigeria can now be done completely online without the physical presentation of any documents.



Package of documents after registration


Once approved by the CAC, the certificate of incorporation and other incorporation documents can be downloaded online. If you need JSC Lawrange, you can order a set of apostilled documents.


An applicant who completes the registration of a business in Nigeria receives:

  • certificate of incorporation, which must contain the tax number of the company;
  • document on the status of registration of the company, which should indicate the legal address, the name of the director (directors), the name of the shareholder (shareholders) and the secretary of the company (if applicable) on the date of registration;
  • Memorandum and Articles of Association (MEMART) of the company.


Opening a bank account


After receiving the registration documentation for the company, you can proceed to open an account with a local bank. Among the banks you can work with are Stanbic IBTC, FirstBank, Standard Chartered, Access Bank, Zenith Bank, Citibank Nigeria, Guaranty Trust Bank.


To open a bank account you will need:

  1. statutory documentation of the company;
  2. passports and utility bill (confirmation of residential address) of the founders and directors;
  3. Bank Verification Number (BVN) of the director;
  4. power of attorney to open an account.


***Notice: Bank Verification Number (BVN) is a biometric identification system implemented by the Central Bank of Nigeria to crack down on illegal banking transactions.


The collected documentation is submitted to a local bank, and a person authorized by power of attorney is engaged in opening an account. The term for opening an account is up to 10 business days.



The cost of registering a company in Nigeria


To form a company in Nigeria, you must pay government registration fees. The amount of these fees will depend on the authorized capital of the company, the number of directors and shareholders. The cost of services of representatives of Lawrange law firm for registering a business in Nigeria and opening a corporate account can be found on request.


The cost of registering a company in Nigeria and opening an account in a local bank is 3990 EUR (excluding the amount for the formation of the company’s authorized capital)





Africa is a region with great development prospects. Entrepreneurs from all over the world have not yet flooded here. But a number of countries, including Nigeria, are already creating a favorable climate for foreign investment.


Among the main advantages of Nigeria, which are highlighted by the experts of Lawrange law firm, is a convenient portal of public services through which you can register a legal entity remotely. Moreover, if you want to visit the country, we will issue a business visa without any problems.




Can a non-resident open a company in Nigeria?

Yes it is possible. But subject to conditions. Requirements for local entrepreneurs and for foreigners in the legislation of the country are different.


Do I need to be present to register a company in Nigeria?

No, the necessary steps for registering a business can be completed remotely.


How long will it take to complete the paperwork for registering a company in Nigeria?

It can take up to 10 business days to register a company, and about the same time to open a corporate bank account.