The registration of businesses in Nigeria is overseen by the Corporate Affairs Commission (CAC).[1]  Foreign investors typically use the Private Company Limited by Shares (Ltd) as their preferred entry structure, given that it generally permits complete (100%) foreign ownership, barring specific industries where regulatory constraints necessitate alternative forms of incorporation.

Beyond the CAC, establishing a presence involves separate registration with other key agencies including the Nigerian Investment Promotion Commission (NIPC) for investment promotion,[2] and the National Office for Technology Acquisition and Promotion (NOTAP) for technology transfer.[3] With this regulatory landscape in mind, the following guide outlines the step-by-step procedure for establishing a business enterprise in Nigeria.

Businesses can be registered online via the CAC Company Registration Portal. Through this site, investors – or their agents – can conduct name searches, complete the required forms, submit all relevant incorporation documents, and also pay associated fees. Alternatively, investors can opt for a physical visit to the CAC office or the One-Stop Investment Centre (OSIC) of the Nigerian Investment Promotion Commission (NIPC) to complete or submit paper applications. Upon approval, the CAC issues a Certificate of Incorporation, with the Tax Identification Number (TIN).

Foreign-owned companies must also register the enterprise with the Nigerian Investment Promotion Commission (NIPC), the agency charged with encouraging, promoting and coordinating investments in Nigeria. This separate registration is necessary to unlock access to various incentives and legal protections. Furthermore, companies engaging in technology transfer must register their agreements with the National Office for Technology Acquisition and Promotion (NOTAP), the office responsible for regulating technology transfer agreements between Nigerian companies and foreign entities.

Following incorporation with the CAC, all foreign-owned companies must obtain a Business Permit from the Ministry of Interior to operate legally in Nigeria. As well as an expatriate quota as the case may be.

Furthermore, depending on the nature of operations, one or more approvals may be required from relevant regulators. Failure to secure the right licenses can result in fines, shutdown orders, or denial of repatriation rights. The required licenses are sector-specific and issued by different regulatory bodies. Key sectors and their primary regulators include:

· The Central Bank of Nigeria (CBN), which regulates the fintech and payments sector and issues critical licenses such as the Payment Service Provider (PSP) and Microfinance Bank (MFB) licenses.

· The Securities and Exchange Commission (SEC), the primary regulator for the securities and cryptocurrency space, which mandates a Virtual Asset Service Provider (VASP) license.

· Agencies including NAFDAC, the Standards Organization of Nigeria (SON), and the Nigeria Customs Service, which collectively supervise the manufacturing and import sector, requiring permits for product registration and importation.

· The Nigerian Communications Commission (NCC), which regulates the telecommunications and ICT sector and issues licenses such as the Internet Service Provider (ISP) license.

To simplify this, the process has been streamlined by the One-Stop Investment Centre (OSIC), coordinated by the NIPC, which brings relevant agencies together in one location to fast-track services and remove administrative bottlenecks for investors.

A critical consideration for foreign investors is the mandatory capital threshold. While the legal minimum share capital is ₦100,000 (One Hundred Thousand Naira) for Private Companies and ₦2,000,000 (Two Million Naira) for Public Companies, the de facto requirement for any company with foreign participation is significantly higher. Companies with foreign participation are required to be with ₦100 million (One Hundred Million Naira).[4]

On repatriation of capital and profits, Nigeria permits the repatriation of capital and profits through official channels, contingent upon obtaining a Certificate of Capital Importation (CCI) issued by a commercial bank and endorsed by the Central Bank of Nigeria (CBN) and fully complying with all tax obligations.

Foreign companies bringing personnel to Nigeria must obtain Expatriate Quota Approvals (EQAs) from the Ministry of Interior. In practice, the EQA application may be submitted alongside the Business Permit application. Upon grant of the EQA, the company must apply to the Nigerian Embassy in the expatriate’s country for a Subject to Regularization (STR) visa. This visa is valid for 90 days, during which the company must apply for the Combined Expatriate Residence Permit and Alien Card (CERPAC).

Note that there are also industry-specific requirements for the approval of expatriate quotas in Nigeria.

Sustaining a compliant corporate status in Nigeria requires meeting key annual obligations. All companies must file annual returns with audited financial statements to the Corporate Affairs Commission (CAC) by June 30th each year. Furthermore, companies processing significant personal data must engage a certified Data Protection Compliance Organization (DPCO) to audit their practices and submit a report to the Nigeria Data Protection Commission (NDPC) by March 15th. Timely monthly and annual tax filings, including Company Income Tax and Value-Added Tax, must also be made to the federal and state revenue services to avoid penalties and ensure operational continuity.

At the same time, Nigeria enforces stringent local anti-corruption and anti-money laundering laws. For example, the Money Laundering (Prevention and Prohibition) Act, 2022 criminalizes illicit financial transactions, and the Companies and Allied Matters Act (CAMA) 2020 mandates transparency in corporate structures. For international investors, compliance often extends to home-country regulations. Notably, statutes like The U.S. Foreign Corrupt Practices Act (FCPA) and The UK Bribery Act apply extraterritorially and are of particular importance.

Lastly, it is important to note, however, that although significant efforts have been made to streamline and automate these processes to ease doing business, bureaucratic delays and systemic complexity persist. This often necessitates experienced on-the-ground support to ensure both efficiency and compliance.

Successfully establishing and operating a foreign-owned company in Nigeria requires careful navigation. To enhance viability, investors should proactively leverage available incentives and tax reliefs. Nigeria offers several structured programs designed to encourage foreign investment, such as the Pioneer Status Incentive, which can provide a tax holiday for qualifying sectors, the Export Expansion Grant (EEG) for non-oil exporters, and the benefits of operating within duty-free Special Economic Zones (SEZs).

It is, however, essential to enter the market with a clear-eyed view of its inherent challenges. These can include navigating bureaucratic processes, managing security considerations in certain regions, and contending with foreign exchange regulations that can impact profit repatriation. The most effective strategy is to engage experienced experts and maintain stringent compliance with all local regulations to ensure sustainable and profitable operations.

[1] See the Companies and Allied Matters Act (2020) (CAMA)

[2] See the Nigerian Investment Promotion Commission Act (NIPC Act), S 4.

[3] See the National Office for Technology Acquisition and Promotion Act (NOTAP Act), S 4.

[4] See the Federal Ministry of Interior, Revised Handbook on Expatriate Quota Administration (2022).