In this post, we shared the step to Register a Business/ Company in Nigeria as a foreigner, the requirements and how you can get help in regulatory compliance and statutory requirements as permits and licenses. You need a registered agent to complete a business/ company registration as a foreigner. Contact us today.
As a foreigner, business/ company formation in a foreign land can be a daunting process. You are basically moving into a terrain which you know very little about. This is not exceptional in Nigeria but with a good and experience regulatory compliance/ business support service firm, you will scale through in good time at an affordable cost.
When it comes to Nigeria, the process is fairly straightforward, and entrepreneurs or investors can set up their businesses or their brands in Nigeria pretty easily. Most of the services that require technology and heavy equipment are rear as Nigeria is technologically behind.
Read: Company/ Business Registration Service
They challenge could be legal hoops which you would need to jump through in order to be properly set up as a new business. This is mostly where you need a good and experience regulatory compliance/ business support service firm,
The Corporate Affairs Commission (CAC) is saddled with the responsibility of registering companies in Nigeria. It is a must for company formation in Nigeria if you want to run a legal business here.
The Corporate Affairs Commission (CAC) was established by the Companies and Allied Matters Act, which was promulgated in the year 1990 to regulate the formation/ registration and management of post businesses/ companies registration in Nigeria.
Foreigner’s Required Documents
- A notice of the registered address of your business
- means of identification (passport)
- Memorandum and Articles of Association
- Receipt of payment of your stamp duties
- Particulars, list, and consent of the first directors of your company
- Statement of compliance by a legal practitioner
Other Requirements to Register a Company
- Your company can have 2 to 50 members
- The directors of your company must be at least 18 years old
- An adult and/or minor can be a shareholder of a company.
- Members must be of sound mind, not have been convicted of any crime, or bankrupt
- The minimum limit of share capital required for a company registration is 10,000 authorized share capital.
Nigerian Local Content
As a foreigner who want to start business/ company in Nigeria, it is important to know the content Nigerian Local Content Act as it relates to restricted business areas
Nigerian Local Content Act unshrink Nigerians Participation and creating value in the Nigeria business environment.
Read: Consultancy/ Busines Support Services
This will help you to know the nature of business and business sectors that you can form and operate your business as 100% foreigner and businesses/ business sectors you are to partner with Nigerian citizen. This is key point to note when you want to start business/ company in Nigeria as a foreigner/ foreign citizen.
Aziza Nigeria is a trusted local partner and regulatory compliance/ business support service firm that will help you in all these for your business/ company formation/ promotion as foreigner in Nigeria.
Step to Register A Business/ Company as a foreigner
1. Get a company name
The first step for any individual to start a company is to get its name registered with the authorities. You do this by choosing a suitable names (two options) for your company submit it to the CAC website to check for its availability. A name can be rejected if it already exists, is confusing, or includes prohibited words such as “State”, ‘National’, ‘Federal’, ‘Government’ or ‘Holdings’ without special permission. It normally takes up to a week to complete the process of business name registration in Nigeria.
2. Prepare the MOA
Memorandum of Association (MOA) are best prepared by a lawyer/ law firm. He/she is qualified for preparing the Memorandum of Association (MOA) and all the related documents based on the objectives of the company you wish to register.
Memorandum of Association contains the list of shareholders and directors of the company. A shareholders can be an adult or a minor. A director of a company must be above the age of 18, of sound mind, and must not have been convicted of any crime.
The directors and shareholders are required to provide a means of identification for inspection by the CAC. Birth certificate can be used for a child.
3. Fill the Registration Forms & Submit Proficiency Certificate.
At this stage, you are required to fill a form by the CAC, mentioning all the necessary details, and submit it to the CAC again, together with all the required documents.
Supporting Document like COREN Proficiency Certificate is required to meet the requirement for Engineering Consultancy/ Service(s) objectives. This is optional as some of the objectives of the company does not require proficiency certificate. While some objectives of the company will requires Proficiency Certificate as a compulsory requirement. For example, legal service will require NBA certificate.
Read: Opening Bank Account in Nigeria as foreigner
4. Pay the Stamp Duty and Filling Fee
After filling the registration form together with the preparation of the MOA, the next stage is the payment of stamp duty done at an arm of the Federal Inland Revenue Services. The stamp duty is usually paid online or at a designated bank into the account of the Federal Inland Revenue Services. After the payment, the applicant proceeds to the Stamp Duty Commission, where the Memorandum and Articles of Association (MAA) with some of the incorporation forms are stamped.
After this, the filled forms, Proficiency Certificate and accompanying stamped documents are submitted to the CAC. The Certificate of Incorporation will likely be returned on or before two weeks from the date of submission.
5. Download Your Company Certificate and Other Doc.
As soon as CAC approves your application, you will get a download link to download the original certificate of the company.
Other documents to download are Application for Registration of Company, Mermat (Memorandum of Association).
In conclusion, most businesses in Nigeria are good and profitable when you meet the statutory requirements and regulatory compliances. As a foreigner, you may need to bring in a Nigerian as a member of your company to be able to benefit from Nigerian Local Content policy.
You will need a good and experienced Business Support/ regulatory compliances consultant to help you get the job done.
Helpful tips After Business Registration
- Nigerian Investment Promotion Commission (NIPC) Registration:
- All companies with foreign participation are required to register with the NIPC. This helps the government track foreign investment.
- Submit an application to the NIPC, providing company details and paying the required fees. You will receive a Certificate of Business Registration from NIPC upon approval.
- Tax Registration (FIRS and State Tax Authority):
- Federal Inland Revenue Service (FIRS): Obtain a Tax Identification Number (TIN) for your company and register for Corporate Income Tax and Value Added Tax (VAT).
- State Tax Authority: If you have employees, you’ll need to register with the relevant state tax authority for Pay As You Earn (PAYE) for your employees’ income tax.
- Bank Account Opening and Certificate of Capital Importation (CCI):
- Open a corporate bank account with a commercial bank in Nigeria.
- You will need to obtain a Bank Verification Number (BVN) to operate a personal or corporate bank account in Nigeria. Foreigners can register for BVN at overseas service centers.
- Obtain a Certificate of Capital Importation (CCI) from your bank. This is evidence of the capital (equity, debt, cash, or goods) imported into Nigeria and is crucial for repatriating profits.
- Business Permit:
- Companies with foreign participation must obtain a business permit from the Ministry of Interior. This authorizes your company to conduct business within Nigeria.
- Expatriate Quota and Work Permit (if employing foreigners):
- If your company plans to employ foreigners, you must obtain an expatriate quota from the Ministry of Interior. This specifies the number of foreign employees your company can have.
- After obtaining an expatriate quota, the foreign employees will need to apply for a work permit and a Combined Expatriate Residence Permit and Aliens Card (CERPAC). The CERPAC allows foreigners to reside and work in Nigeria and is usually valid for two years.
- Sector-Specific Licenses and Permits:
- Depending on your industry, you may need additional licenses or permits from specific regulatory bodies. Examples include:
- Nigerian Communications Commission (NCC) for telecommunications.
- Central Bank of Nigeria (CBN) for financial institutions.
- National Agency for Food and Drugs Administration and Control (NAFDAC) for food, drugs, cosmetics, etc.
- Nigerian Electricity Regulatory Commission (NERC) for electricity.
- Nigerian Upstream Petroleum Regulatory Commission (NUPRC) for oil and gas.
- Depending on your industry, you may need additional licenses or permits from specific regulatory bodies. Examples include:
Key Considerations for Foreigners:
- Accredited Agents: It is highly recommended to engage the services of a local legal practitioner, chartered accountant, or chartered secretary. They are accredited by the CAC and can guide you through the complexities, prepare necessary documents, and submit applications on your behalf.
- Physical Presence: Foreigners do not need to be physically present in Nigeria to complete the company registration process. The entire process is largely online.
- Exemptions: In certain rare cases, a foreign company may be exempted from registering a local entity in Nigeria, such as foreign companies invited by the Federal Government for specific projects or engineering consultants working on government contracts. However, this is not the general rule.
By following these steps and ensuring all regulatory requirements are met, foreigners can successfully register and operate a business in Nigeria.
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