HOW TO REGISTER A BRANCH OR SUBSIDIARY OF A FOREIGN COMPANY IN NIGERIA

Step by step guide on how to register a branch or subsidiary of a foreign company in Nigeria.

CHAMAN LAW FIRM

7/25/20232 min read

To register a branch or subsidiary of a foreign company in Nigeria, you will need to follow the guidelines and procedures outlined by the Corporate Affairs Commission (CAC) of Nigeria. Here are the general steps involved in registering a branch or subsidiary:

1. Reserve a Company Name: Choose a unique name for your branch or subsidiary that complies with the naming regulations of the CAC. Submit an application to the CAC for name reservation, along with the required fee. The name reservation process ensures that the chosen name is available and not already registered by another entity.

2. Prepare Registration Documents: Prepare the necessary registration documents, which typically include:

a. Certified Copy of the Foreign Company's Certificate of Incorporation: Obtain a certified copy of the foreign company's Certificate of Incorporation or its equivalent. This document should be notarized and authenticated by the appropriate authorities in the home country.

b. Memorandum and Articles of Association: Prepare a copy of the foreign company's Memorandum and Articles of Association. This document should also be notarized and authenticated.

c. Certified Translation: If the Certificate of Incorporation or other relevant documents are in a language other than English, provide a certified translation of these documents.

d. Power of Attorney: Prepare a Power of Attorney appointing an individual or legal representative in Nigeria to act on behalf of the foreign company during the registration process. This document should be notarized and authenticated.

e. Local Address: Provide a registered office address in Nigeria where official correspondence and documents related to the branch or subsidiary will be sent.

f. Other Supporting Documents: The CAC may require additional documents or information specific to the foreign company or the nature of its operations. Contact the CAC or seek legal advice to confirm the exact requirements.

3. Engage the Services of a Lawyer or Accredited Agent: It is advisable to engage the services of a lawyer or an accredited agent who is knowledgeable in corporate matters and familiar with the registration process. They can assist with the preparation and submission of the required documents.

4. Submit the Application: Submit the completed registration documents to the CAC along with the prescribed registration fee. Ensure that all documents are properly notarized, authenticated, and translated (if necessary).

5. Obtain Certificate of Registration: After the CAC reviews and approves the registration application, they will issue a Certificate of Registration for the branch or subsidiary. This certificate serves as proof of the entity's legal existence in Nigeria.

6. Fulfill Post-Registration Requirements: After registration, there are certain post-registration obligations to fulfill, such as obtaining tax identification, complying with tax regulations, and fulfilling any other regulatory requirements applicable to the specific industry or sector.

It is important to note that the specific requirements and processes for registering a branch or subsidiary of a foreign company in Nigeria may vary depending on the nature of the business and any sector-specific regulations. It is recommended to consult with a lawyer or accredited agent familiar with Nigerian corporate law and the registration process to ensure compliance with the latest regulations and guidelines set forth by the Corporate Affairs Commission.