REGISTRATION OF SUBSIDIARY COMPANY IN NIGERIA
The process of registering a subsidiary company in Nigeria must be commenced by a holding company. A holding company is a parent company owning more than 50% shares in another company (subsidiary) in order to control its policies and management.
A subsidiary company is one owned and controlled by another company, known as a
A foreign company already incorporated overseas and willing to operate in Nigeria can also incorporate a branch or subsidiary of the parent company in Nigeria.
A subsidiary company is a corporate structure with separate legal personality status. It is statutorily regulated and incorporated for the purpose of profit maximization in accordance with the Companies and Allied Matters Act (CAMA), which is the law that regulates incorporation of companies in Nigeria.
It is worthy to note that a subsidiary company cannot be registered where no holding company is in existence.
Requirements to register a Subsidiary Company in Nigeria
Other Requirements and Obligation for a Foreign Holding Company
The applicant will be required to pay filing fee to the CAC and stamp duty paid to the Federal Inland Revenue Service (FIRS).
Every foreign-owned subsidiary company in Nigeria must have a minimum of N10, 000,000 (Ten Million Naira) share capital. This capital is not mandatory to be paid up or provided at the point of registration of the company. It is only filing fees and professional fee for incorporation that may be paid at this point. In our previous article, we discussed the requirements for the registration of a foreign in Nigeria
Where the filing fee has been paid, the statutory forms will be filled and submitted along with the evidence of payment and other requirements at the CAC.
In conclusion, for a subsidiary company to operate in Nigeria, it must be incorporated for that purpose. The process of registration can be commenced online on the CAC portal. It is noteworthy that a subsidiary company may appoint directors different from the directors of the parent company.
Written by the Corporate & Commercial Law Department at the Resolution Law Firm
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