HOW TO REGISTER A FOREIGN COMPANY IN NIGERIA

In Nigeria, a foreign company can operate a secondary establishment, such branch, or subsidiary. The only way for a foreign entity to establish a separate legal entity in Nigeria and conduct legitimate business is to register a company there.

6/24/2022 5 min read

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HOW TO REGISTER A FOREIGN COMPANY IN NIGERIA

In Nigeria, a foreign company can operate a secondary establishment, such branch, or subsidiary. Thus, in order to gain local incorporation of the Nigerian branch or subsidiary as a separate legal entity, such a firm must meet specific legal conditions. The only way for a foreign entity to establish a separate legal entity in Nigeria and conduct legitimate business is to register a company there.

It is essential to note that before a company is duly registered in Nigeria, the requirements stipulated by the following regulatory frameworks must be strictly complied with.

A. COMPANIES AND ALLIED MATTERS ACT (CAC)

B. NIGERIAN IMMIGRATION SERVICE

C. NIGERIAN MINISTRY OF INTERIOR

D. NIGERIAN INVESTMENT PROMOTION COMMISSION (NIPC)

E. FEDERAL INLAND REVENUE SERVICE (FIRS)

COMPANIES AND ALLIED MATTERS (CAC) REQUIREMENTS

The Companies and Allied Matters Act (CAMA) 2020 governs the formation of companies in Nigeria, and the Corporate Affairs Commission is the government entity in charge of incorporation (CAC). The following are the requirements for foreign Company registration with CAC:

  • 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.

ESSENTIAL REQUIREMENTS FOR COMPANY REGISTRATION 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).

It should be noted that, before CAC will register a foreign company as mentioned above, the below agencies approval must have been granted.

NIGERIAN IMMIGRATION SERVICE REQUIREMENTS (RESIDENT PERMIT)

Formal letter of Application for re-designation from the company accepting Immigration Responsibility (IR) Copy of passport Bio- Data Page of the expatriate. Current Residence Permit. Evidence of purchase of CERPAC Form (New) Copy of valid Expatriate Quota Approval. Qualifications for the new position.

NIGERIAN MINISTRY OF INTERIOR AFFAIRS REQUIREMENTS (BUSINESS PERMIT)

Thus, every application for a business permit in Nigeria must be accompanied with the followings:

  • Completed NIPC Form I (3 copies) submitted with the original copy of the treasury receipt (3 copies)

  • Copy of the Certificate of Incorporation.

  • Tax clearance certificate of the registered company

  • Details of the shareholding structure of the joint venture (3 copies).

  • Joint venture Agreement where applicable (3 copies).

  • Certified True Copies of Memorandum and Articles of Association (3 copies).

  • Certified True Copies of CAC Form 02 & 07 (i.e. Particulars of Shareholders and Directors) duly certified.

  • Evidence of capital importation for wholly foreign companies.

  • Approval from the appropriate professional bodies where applicable.

  • A Copy of Feasibility Report and Project Implementation Programme (Business Plan)

  • A copy of Deed of Sub-Lease/Agreement evidencing firm commitment to acquire requisite business premises for the company’s operation;

  • Profile of Foreign Investor as a testimony of international expertise and credibility of the foreign partner in the proposed line of business.

NIGERIAN INVESTMENT PROMOTION COMMISSION (NIPC) REQUIREMENTS

The requirement for registering a business with NIPC in Nigeria as a local or foreigner includes the following steps;

  • The first step is to register the company business with the Corporate Affairs Commission in Nigeria.

  • A company seeking to do business in Nigeria must register with the commission and pay stamp duties with the FIRS.

  • A formal application is addressed to the Executive Secretary of the Commission, by the applicant first obtaining the duly completed NIPC Form 1 and making a non-refundable deposit of N10, 000 (Ten Thousand Naira)

  • The form shall be completed by the company and submitted to the headquarters at Abuja along with the following documents:

  1. Receipt of payment of the NIPC Form

  2. Memorandum and Article of Association

  3. A copy of Certificate of Incorporation, with the minimum share capital of N10,000,000.00 (Ten Million Naira)

  4. Evidence of capital importation for wholly foreign companies

  5. The CAC Form 1.1, which comprises the details of the company’s shareholding and particulars of the directors.

  6. Evidence of a Joint Venture agreement where applicable

  7. Feasibility report and project implementation program of the company to carry on its business operations.

  8. Power of Attorney or Letter of Authorization where applicable

  9. Training programme for Nigerian Staff of the company

  10. Payment of prescribed fee.

FEDERAL INLAND REVENUE SERVICE (FIRS) REQUIREMENTS

Steps for registering as a new taxpayer with the FIRS:

  1. Check the status of taxpayer identification number (TIN): CAC now issues TIN to all registered companies, enterprises, and not-for-profit organizations at the point of incorporation or business registration. The TIN is displayed on incorporation documents.

  2. Registered businesses can check or verify their TIN via the FIRS website. Visit the address and type in the RC Number / BN Number.

  3. The search result will show the corresponding business name, TIN, and Tax office.

  4. The Tax office displayed on the portal will be the relevant tax office where the business will register for taxes payable to FIRS, such as corporate tax, tertiary education tax, value added tax, and withholding tax. To learn more about how FIRS assigns tax office, check filing of returns based on segment.

DOCUMENTS REQUIRED FOR TAX REGISTRATION WITH FIRS - COMPANY

A copy of the following;

  • Memorandum and Articles of Association

  • Certificate of Incorporation · Form CAC 1.1 (Status report)

  • Formerly, Form CAC 7 containing the particulars of the company’s Directors and CAC 2 detailing the Company’s statement of share capital and return of allotment of shares. Note: For companies registered before the introduction of online certificate, FIRS will have a look at the original copy.

Duly completed and stamped VAT registration form 001

Duly completed and stamped CIT registration form – Copies of the VAT Form 001 and CIT form are available at FIRS office Utility bill

Official application for VAT registration

Official application for CIT registration including the response to FIRS questionnaire

Other forms that may be completed at FIRS office are application for e-filing, e-TP access and new taxpayer update form.

NB: This article is not a legal advice, and under no circumstance should you take it as such. All information provided are for general purpose only. For information, please contact chamanlawfirm@gmail.com

WRITTEN BY CHAMAN LAW FIRM TEAM

EMAIL: chamanlawfirm@gmail.com

TEL: 08065553671, 08024230080