How a foreigner can set up a company in Nigeria

How a foreigner can set up a company in Nigeria

June 27, 2024

Section 78 of the Companies and Allied Matters Act 2020, states that “…every foreign company which before or after the commencement of this Act was incorporated outside Nigeria, and having the intention of carrying on business in Nigeria, shall take all steps necessary to obtain incorporation as a separate entity in Nigeria for that purpose, but until so incorporated, the foreign company shall not carry on business in Nigeria or exercise any of the powers of a registered company and shall not have a place of business….”.This signifies the mandatory requirement of incorporation for a foreigner to commence business in Nigeria, the following steps are to be taken to legally set up a company in Nigeria as a foreigner:

 

Registration with CAC: The Corporate Affairs Commission is the apex regulatory body in charge of registering companies in Nigeria. To register a foreign owned company, the minimum share capital is 100 million (One Hundred Million). The following is needed for the registration with CAC:

  1. Reservation of name (Two names in order of preference should be given).
  2. Email address, Phone number, Address of the company.
  3. Objects of the company.
  4. Share capital of the company (minimum share capital – 100,000,000).
  5. Particulars of the proposed shareholders.
  6. Particulars of the proposed directors.
  7. Particulars of the company secretary (individual or corporate).

However, there are some companies that are exempted from the obligation of registration:

1.Foreign company invited to Nigeria by or with the approval of the federal government to execute any specified individual project.

2. Foreign company which are in Nigeria for the execution of specific individual loan projects on behalf of a donor country or international organization.

3. Foreign Government owned company engaged solely in export promotion activities and engineering consultants and technical experts engaged on any individual specialist project under contract with any of the governments in the federation or any of their agencies or with any other body or person, where such contract has been approved by the federal government.

Registration with NIPC: The NIPC is empowered by the Federal Government to promote foreign investments in Nigeria. Every business with foreign participation is mandated to register with the commission and obtain a certificate of registration. To obtain a NIPC certificate the evidence of registration at the CAC is required.

 

Bank Account Opening: a domiciliary account with a bank in Nigeria is needed to receive and manage foreign capital. Before this can be done, the company Tax identification number has to be generated and registered with the Federal Inland Revenue Service (FIRS), which will be linked to the account.

 

Expatriate quota: This is an approval granted to registered firms or organizations to employ the services of expatriates for the purpose of training or enhancing the skills of Nigerians during the period of employment. This is the precursor to the application for and issuance of work permit to the foreigner being employed by the company in Nigeria. Once approved, the expatriate is issued a combined expatriate and Aliens card (CERPAC) which allows the employee to reside and work in Nigeria.

 

Business Permit: This is the consent given by the government to a foreigner or foreign entity to carry on business in Nigeria. A fully owned foreign company wishing to operate in Nigeria must obtain a business permit from the Nigerian ministry of interior.

 

Work permit: This is the permit given to experts or foreign workers seeking to work in Nigeria. CERPAC is given as a work permit to experts, this is valid for 2 years, and can be renewed.

 

Regulatory licences: This depends on the industry which the company falls under the company might need to obtain licenses from Central bank of Nigeria, NAFDAC, NCC etc.

 

Obtaining Certificate of capital importation: This is required to certify the inflow of foreign capital into Nigeria.

 

The Nigerian Office for Technology Acquisition and Promotion: This is the agency that registers the introduction of innovations or technologies into the Nigerian market. Where a foreigner is desirous of introducing an innovation that ordinarily was not in the Nigerian market, such invention must be registered with NOTAP.

 

Team 618 Bees

 

618 Bees can quickly and easily help you set up business in Nigeria as a foreigner. Log on to our website www.618bees.com or email hello@618bees.com, or give us a call on +2349017190079/08080819653 so we can complete your registration with the various regulatory authorities.

 

 

The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer. This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached

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Frequently Asked

  • What additional documents do I require to file my Annual Returns?
  • What is the first thing I must do to register a business in Nigeria?

    To register a business in Nigeria; you would need to conduct a name search of the business. You can achieve this using your CAC-CRP account.
  • What is an execution clause in a contract?

    This is the section in which the parties sign the contract or agreement.
  • What are the penalties for not registering my products with the SON?
      1. Seizure of goods by the Inspectorate and Compliance Directorate
      2. Payment of a fine.
      3. Prosecution

     
  • Is it legal to transfer the personal data you obtained legally to another person?

    No, its not legal. This is because the law prohibits anyone from transferring the data of a third party to another person without consent from the third party to do same even if the data was rightfully obtained in the first instance.
  • Why should I protect an industrial design?
    1. It gives commercial value to the owner.
    2. It protects the owner of the design from imitation of the design..
    3. It constitutes an asset of the company and it helps in fair return on investment.
  • What are the product categories available when registering with NAFDAC?

    The product categories include: Food, Cosmetics, Drug, Medical Device, Agro-Chemicals & Pesticide, Veterinary Products, Vaccines & Biologicals, Herbal and Nutraceuticals and Water
  • What’s the difference between a business name and an LLC?

    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 
  • Can I trademark my logo and name separately? Why is this a good idea?

    Yes you can. The advantage is that it gives you the opportunity to have more than one logo or the opportunity to change your logo easily as opposed to registering the name and the logo as one trademark.
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