STEPS IN INCORPORATING A FOREIGN COMPANY IN NIGERIA

As stated earlier in a previous post (click here), for a foreign company to carry out business in Nigeria, such a company must be registered and incorporated in Nigeria just like any other Nigerian company. There are, however, some instances where a foreign company will not need to be registered in Nigeria before carrying out business in Nigeria. Click here to read more.

The steps in incorporating a foreign company in Nigeria are as follows:

Step 1

Incorporating a Limited Liability company with a share capital of N10,000,000 (Ten Million Naira) at the Nigerian Corporate Affairs Commission (CAC). All companies intending to operate in Nigeria must be registered with the CAC. The minimum share capital which a private company must have is N10,000. However, the minimum share capital for foreign-owned companies is N10,000,000 (Ten Million Naira). The registration process is straightforward and normally takes about 2-4 weeks.

Step 2

Obtain a Tax Identification Number and register for Value Added Tax at the Federal Inland Revenue Service – TIN and VAT Registration. The first action for every company after incorporation is to obtain a tax identification number, as it is what the company will use when paying for corporate tax and all other taxes, also important is registering for VAT. Also, companies are expected to file monthly VAT returns to the tax authorities. The process for tax registration takes between 1-2 weeks, depending on the location of the tax office.

Step 3

Open a Domiciliary Bank Account with a Commercial Bank in Nigeria and obtain a Certificate of Capital Importation. Once a foreign company has been set up in Nigeria, the next thing is to open a corporate bank account where the founders will pay the minimum paid-up share capital. Once this is done, the company will need to obtain a certificate of capital importation from its bankers. This document certifies that the funds have been remitted into the bank account. It is also necessary for future purposes when the company wants to repatriate profits outside the country. The documents required and timelines depend on the bank where the account is opened.

Step 4

Registration at the Nigerian Investment Promotion Council (NIPC). The NIPC is a body set up by the Federal Government of Nigeria to encourage, promote and monitor foreign investment into Nigeria. In fulfilling this role of investment monitoring, the NIPC requires that all foreign-owned companies in Nigeria be registered with it. The NIPC requires some documentation, including data about the company and the founders and tax and banking details.

Step 5

Obtain a Business Permit from the Nigerian Ministry of Internal Affairs. The final step for a 100% foreign-owned company is to register with the Federal Ministry of Internal Affairs and obtain a business permit. This permit is important not only because the company cannot commence trading without it but also because it is a precondition for the company to obtain an Expatriate Quota and commence work permit applications if it intends to hire foreign workers. Once the above has been done, the next phase is to ensure that you comply with all business operation regulations. For instance, depending on the nature of the business you have set up, you might be required to register with certain regulatory bodies.

source: https://lawpadi.com/register-foreign-owned-business-nigeria/