Registering Foreign-Owned Businesses in Nigeria: Legal and Commercial Considerations

Nigeria, with a population of over 200 million people, is the largest economy in Africa. Its natural resources, human capital, and strategic location makes it an attractive destination for foreign investors seeking to establish a business in Africa. However, the process of foreign participation and registration of foreign-owned businesses in Nigeria can be complex, daunting, and time-consuming. However, with the right information and guidance, it is possible for foreign investors to navigate the process successfully.

In this article, we will outline the necessary steps and requirements for foreign investors seeking to establish a business in Nigeria.

Selecting the Right Business Structure

The first step in establishing a business in Nigeria is selecting the most appropriate business structure. This is akin to choosing the foundation for a building. The right foundation ensures the stability and longevity of the building, while the wrong foundation can lead to instability and collapse. Foreign investors can choose from a private limited liability company, public limited liability company, partnerships (which includes a limited partnership or limited liability partnership), or sole proprietorship. The most common structure for foreign-owned businesses in Nigeria is a private limited liability company. This structure provides a separate legal entity, limited liability protection, and flexibility in ownership and management.

Incorporating the Business

Once the business structure is selected, the next step is to incorporate the business by submitting the necessary documents to the Corporate Affairs Commission (CAC). This is like building the walls and roof of a building. The walls and roof provide shelter and protection to the occupants, while the incorporation documents provide legal protection to the business and its owners. The necessary documents include the Memorandum and Articles of Association, particulars of directors and statement of share capital. Foreign investors must also open a corporate bank account with a Nigerian bank and deposit the minimum share capital required by law. This is like installing the electrical and plumbing systems in a building. They are necessary for the proper functioning of the building, just as a corporate bank account is necessary for the proper functioning of a business.

Obtaining the Necessary Permits

Once the business is incorporated, foreign investors must obtain the necessary permits. Some of such permits are the Business Permit and the Expatriate Quota obtained from the Nigerian Ministry of Interior. This is like obtaining the necessary permits and licenses for a building to operate legally. The Business Permit allows foreign investors to legally operate a business in the country. It is a requirement for all foreign companies that intend to carry on business in Nigeria, whether as a subsidiary or a branch office. 

The Expatriate Quota,which can be obtained simultaneously or after the Business Permit is obtained, permits foreign-owned businesses to employ a specific number of foreign nationals. To obtain these permits, foreign investors must provide evidence of a minimum share capital of N10 million and a certificate of incorporation from the CAC. It is important to note that based on the revised Handbook on Expatriate Quota Administration 2022 (the “Handbook”) released by the Ministry of Interior to obtain a Business Permit the foreign-owned company must have a minimum share capital of N100 million. 

Additionally, foreign companies must provide proof of tax registration with the Federal Inland Revenue Service (FIRS). This will enable them to obtain a Tax Identification Number (TIN), which will be needed for several transactions, including opening a bank account. Based on inter-governmental agency cooperation the TIN is now issued at the point of incorporation of the company.

The company must also get a certificate from the Special Control Unit against Money Laundering (SCUML) to show compliance with anti-money laundering and counter-terrorism financing regulations. 

Other Permits, Licenses and Registrations 

Depending on the nature of the business and the sectors in which they will be operating, foreign-owned companies may also require permits and licenses from relevant regulatory bodies in Nigeria from both the Federal, State and Local Governments. For example, the Department of Petroleum Resources (DPR) issues permits and licenses to businesses in the oil and gas sector. This is like obtaining specialized permits and licenses for specific functions in a building. Also, a restaurant may require a permit from the health department and a food license from a local government, while a gym may also require a permit from the fire department.

This also means that they must also take steps to protect the intellectual property rights of the company. For instance, protecting the company’s patent or trademark by registering it with the Patents and Design Registry or Trademarks Registry of the Ministry of Trade, Industry and Investment. 

Conclusion

Establishing a foreign-owned business in Nigeria requires careful planning and adherence to legal and regulatory requirements. However, with the right foundation, incorporation, permits, and licenses, foreign investors can take advantage of the vast business opportunities that the Nigerian market offers. Nigeria’s economy is growing, and foreign investors are taking notice. By establishing a business in Nigeria, foreign investors can tap into the country’s vast potential and contribute to the growth of its economy. Foreign investors must approach the process of establishing a business in Nigeria like building a sturdy and durable structure, with the right materials and careful planning. 

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