All business enterprises must be registered with the Registrar-General of the Corporate Affairs Commission (Registrar of Companies).
A foreign investor wishing to set up business operation in Nigeria should take all steps necessary to obtain local incorporation of the Nigerian branch or subsidiary.
FOREIGN COMPANY REGISTRATION IN NIGERIA
Operations of Foreign Companies in Nigeria
A Foreigner may invest and participate in the operation of any enterprise in Nigeria with exception to those excluded by law. The foreign company must however take the necessary steps to incorporate/register the company as a Nigerian branch or subsidiary being a separate legal entity in Nigeria. Until so incorporated, the foreign company may not carry on business in Nigeria or exercise any of the powers of a registered company.
The foreign investor may incorporate a Nigerian branch or subsidiary through a solicitor in Nigeria.
The locally incorporated branch/subsidiary company must then apply to the Nigerian Investment Promotion Commission (NIPC) for Business Permit (if the equity is 100% foreign owned) and other requisite permits and licences.
Exemption to the General Rule of Mandatory Registration.
A foreign company can apply for an exemption from incorporating a local subsidiary if such foreign company belongs to one of the following categories:
(a) “foreign companies invited to Nigeria by or with the approval of the Federal Government of Nigeria to execute any specified individual project;
(b) foreign companies which are in Nigeria for the execution of a specific individual loan project on behalf of a donor country or international organisation;
(c) foreign government-owned companies engaged solely in export promotion activities; and
(d) 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.”
|Foreign Investor Benefits|
i. The shareholding of the company can be 100% foreign owned.
ii. A non-Nigerian may invest and participate in the operation of any enterprise in Nigeria (See exemptions);
iii. An enterprise, in which foreign participation is permitted, shall after its incorporation or registration, be registered with the NIPC;
iv. The Nigerian registered company can apply for pioneer status where applicable and enjoy tax exemptions and other benefits.
v. A foreign enterprise may buy the shares of any Nigerian enterprise in any convertible foreign currency.
vi. A foreign investor in an approved enterprise is guaranteed unconditional transferability of funds through an authorised dealer, in freely convertible currency, be it:
(a) dividends or profit (net of taxes) attributable to the investment;
(b) payments in respect of loan servicing where a foreign loan has been obtained.
vii. The remittance of proceeds (net of all taxes) and other obligations in the event of sale or liquidation of the enterprise or any interest attributable to the investment;
Total repatriation of capital should the investor choose to relocate elsewhere.
– Registration (Business Permit Certificate);
– Expatriate Quota
– Tax registration
– Pioneer Status
– National Office for Technological Acquisition & Promotion (NOTAP).