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How to register a foreign company in Nigeria

How to register a foreign company in Nigeria


Any company legally established in one country of the world may desire that such company be legally established in some other countries. How to register a subsidiary company in Nigeria can be summarily described with the same procedure for company registration in Nigeria, save for a few distinctions. In Nigeria, this procedure is governed by the Companies and Allied Matters Act (CAMA) 2004.

A foreign company may open for business as a secondary establishment, such as an office, agency, branch or subsidiary in Nigeria. However, such a company must fulfil certain legal requirements necessary to obtain local incorporation of the Nigerian branch or subsidiary as a separate legal entity. Foreign company registration in Nigeria is the only means a foreign entity can acquire a separate legal entity in Nigeria and legitimately carry on business.

In the same vein, every foreign individual seeking to engage in any form of business in Nigeria must also incorporate a company and meet other requirements to set up a business in Nigeria as stipulated by requisite laws.

A foreign company or foreign national may not carry on business in Nigeria or exercise any of the powers of a registered company until so incorporated.


A foreign company may apply in accordance with Section 56 of the Companies and Allied Matters Act (CAMA) for exemption from incorporating a local subsidiary if such a foreign company falls within the following categories stipulated in the Act. Such categories include foreign companies invited to Nigeria to carry out a specialized duty by the government among a few others.

Every other foreign company that does not fall within the categories mentioned above must incorporate a company before commencing business transactions in Nigeria.

However, foreign company registration in Nigeria is one of the many steps required for a very entity to commence a business operation in Nigeria.


  • Company registration with CAC in accordance with the CAMA
  • Obtainment of a business permit in Nigeria from Ministry of Interiors
  • Registration with Nigerian Investment Promotion Commission (NIPC)
  • Obtainment of Tax Identification number (TIN), VAT, and Tax Clearance Certificate.
  • Obtainment of Nigerian Expatriate quotas
  • Immigrations requirements and Residence permit -CERPAC Nigeria
  • Obtainment of an export certificate in case the registered company intends to export goods or raw materials out of Nigeria
  • Obtainment of requisite license where the company intends to engage in a specialized sector that requires a government agency’s approval or permit.
  • Obtainment of Certificate of Capital Importation for equity or loan brought in for the business purpose.

Having mentioned the steps and requirements that must be followed or obtained to establish a company in Nigeria, we would briefly highlight or detail some of the impotent features of the said requirements.


The first requirement for foreign company registration in Nigeria either for a foreign individual or corporate entity, willing to start a business in Nigeria is to incorporate a company in accordance with the provisions of the laws. Foreign participation in business in Nigeria must commence with a registration of a company with a minimum of N10, 000,000 authorized share capital. That simply means the company must have at least 10,000,000 shares divided into 1 Naira per share. That does not imply such foreign individual or company is required to pay this amount immediately to the government or any entity in Nigeria, it simply indicates the extent promoter’s risks and liabilities to the company. Additionally, every Nigerian company must be composed of a minimum of two members (shareholders) and two directors. However, in the absence of a second person to act as a director, a foreign individual or entity may engage the services of a local director or even shareholder in compliance with the provisions of the Act. Although several foreign jurisdictions now allow a single individual to form a company, this is not acceptable under Nigerian law.



Furthermore, registration with the Nigerian Investment Promotion Commission (NIPC) is vital. The Nigerian Investment Promotion Commission (NIPC) is a Federal Government Agency in Nigeria established by the NIPC Act to promote, coordinate and monitor all investments in Nigeria. The basic functions and powers of the NIPC are as prescribed by Act. The Commission among other things, to coordinate, monitor, encourage and provide necessary assistance and guidance for the establishment and operation of enterprises in Nigeria, initiate and support measures which shall enhance the investment climate in Nigeria for both Nigerian and non-Nigerian investors among others as well as perform such other functions as are supplementary or incidental to the attainment of the objectives of NIPC Act.

Registration with the NIPC is a major prerequisite for a business permit.


A business permit is issued by the Ministry of Interiors and allow individuals or companies to conduct business within the government’s geographical jurisdiction. It is the authorization to start a business. A business permit is an operational and permanent permit for the local operation of a business with expatriate investment either as a branch or subsidiary of a foreign company or otherwise.

Pursuant to Section 36(1)(a) and (b) of the Immigration Act (2015), and Paragraph 4 of the Immigration Regulations (2017) no person other than a Nigerian citizen shall, on his own account or in partnership with any other person, practice a profession or establish or take over any trade or business whatsoever or register or take over any company with limited liability for any purpose without the written consent of the Minister of Internal Affairs. The consent of the Minister of Internal Affairs is issued in the form of Business Permit. This business permit is required for wholly foreign-owned companies. 


By virtue of 36(1)(a) and (b) of the Immigration Act, 2015 a foreigner granted a business permit must be able to fit into the Expatriate quota. A business permit allows a foreigner to take up employment in Nigeria. However, all companies that intend to employ foreigners must have an expatriate quota. Expatriate quota refers to the allowable number of foreigners to be employed by business organizations operating or wishing to operate in Nigeria. This approval granted to this business organization is what is known as Expatriate Quota. Expatriate quotas are of two types:

  1. Permanent Until Reviewed (PUR), which is usually granted to the Chairman of the Board of a company or the Managing Director. It is permanent until a need arises for its review.
  2. Temporary Quota (TQ), which is usually granted to the directors or other employees of the company. It is usually granted for a maximum period of 5years subject to renewal for another period of two years

The quota position attaches to a particular post or position. Therefore, the same quota can cover different persons.


The laws guiding immigration processes in Nigeria are the Immigration Act 2015 and the Immigration Regulations 2017, issued by the Honourable Minister of Interior Lt. Gen Abdulrahman Dambazau (retired). The key objective for issuing the Regulations is to create a legal framework for the implementation of the Immigration Act 2015. The Comptroller General of the Nigerian Immigration Service (CGI) issues residence permits to immigrants that intend to reside in Nigeria.

The immigration permits that may be granted to a foreign company or its employees are

  • Resident Permits
  • Temporary Work Permits (TWP)
  • Subject to Regulation (STR) Visa

We would like to enunciate briefly on the above


The Immigration laws provide that residence permits, otherwise known as the Combined Expatriate Resident Permit and Alien Card (CERPAC) may be granted for a maximum period of two years. CERPAC is required for expatriates resident or working in Nigeria. This, therefore, confirms that an expatriate can obtain a residence permit valid for two years. The CERPAC CARD is a document, which allows a foreigner to reside in Nigeria and carry out business as specified in the permit, or to accompany a resident or citizen of Nigeria as a dependent. Every CERPAC must be submitted for renewal after the two years expiration.

However, the validity of a residence permit is subject to the validity of the expatriate quota. Valid residence permits can also be used for reentry into Nigeria. It is worthy of mention that the date endorsed in the passport is the effective date for re-entry purposes and not the date on the Combined Expatriate Resident Permit and Alien Card (CERPAC) temporary receipt.

With regards to an Investment visa, the Regulations provide that a foreign national that imports a minimum ‘threshold of capital’ over a period of time may be issued with a permanent residence permit (PR). However, this investment PR is subject to revocation upon withdrawal of investment from Nigeria.


This is an approved visa endorsement authorizing an immigrant to enter Nigeria in order to perform a specific job within a specified period of time. TWP is usually issued for a period of 3 months. The Comptroller of the Nigerian Immigration Service must approve all TWP cable visa.


This visa is required from a foreigner who wishes to take up business in Nigeria. Subject to Section 33 of the Immigration Act, the prospective employer must write to the Comptroller General that he has a slot on the expatriate quota. The employer applies to the Nigerian Embassy or Consular office at the country where the employee resides. Upon his arrival in Nigeria, he would be granted a residence permit.

STR visas are valid for 90 days without reference to the Comptroller General provided that the applicant provides specified documents.


The two government agencies vested with the power to grant export licenses or certificates are:

  • The Nigeria Export Promotion Council (NEPC) which is saddled with the responsibility of issuing out export licences for agricultural commodities and manufactured goods
  • The Federal Ministry of Solid Minerals Development, which is responsible for granting licences for extraction and exportation in Nigeria.


For companies intending to carry out operations in specialized sectors, there is the need to get operating licenses and other requisite licenses from appropriate bodies. Some of these include:

  • Department of Petroleum Resources (DPR) – Oil & Gas Sector
  • Nigerian Communications Commission (NCC) – Telecommunications Section
  • Central Bank of Nigeria (CBN) – Financial Sector
  • Ministry of Mines and Steel Development (MMSD) – Solid Minerals Sector
  • National Agency for Food and Drug Administration and Control (NAFDAC) – Pharmaceuticals and Foods e.t.c


Subject to the Regulation released by Central Bank of Nigeria on the 12th of June, 2012, certificates of capital importation are to be issued in respect of importations of equipment and raw materials, foreign exchange inflow for loans, investments or capital subjects to existing guidelines as specified in the Foreign Exchange Manuals.

This certificate is required for wholly foreign companies.


By virtue of Section 54 of the CAMA, every foreigner seeking to do business in Nigeria must incorporate his company except his company falls within the purview of Section 56 of the CAMA, which deals with the exemption of some foreign companies from incorporation. Foreign company registration in Nigeria is slightly different from the domestic company incorporating in Nigeria because an authorized share capital of any foreign companies operating in Nigeria must less than N10,000,000(Ten Million Naira).

There are numerous benefits and incentives for foreigners doing business, such incentives include allowing foreigners to register and wholly own a Nigerian company or subsidiary, repatriation of capital and profits among others.


Written by Corporate & Commercial Law Team at Resolution Law Firm, Nigeria. The Firm regularly assists foreign companies and individuals for the formation of companies in Nigeria. The Firm also offers full corporate transactions & international business set up advisory in Nigeria


Tel|WhatsApp|Telegram: +2348099223322


Getting Help:

Do you need assistance for registration of a foreign-owned company in Nigeria or any other corporate matters? If yes, contact us via the below details to consult with the experienced corporate lawyers in Nigeria:


Tel: 08099223322

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