A Foreigner's Guide to Registering a Company in Nigeria

Over the past few years Nigeria has gained a lot of momentum as one of the most attractive places for investment in Africa, infact research shows that investment interest in Nigeria by international organisations and multinationals has continued to grow despite rising insurgency in the country. Daily we see a lot of foreign investors setting up start-ups and even investing in established Nigerian start-ups. New markets are being established, and you will soon find that San Francisco is to techies in the United States, what Yaba is to techies in Nigeria.

Having said all of this, it is very important that people interested in starting up companies in Nigeria have a basic understanding of company registration or incorporation.

So what does registering a company in Nigeria entail? It is simple:

NAME - First you need to provide a name for your proposed company (your lawyer will usually ask you for an alternative name as there is a possibility that a similarly named company exists). The name is forwarded for reservation at the Corporate Affairs Commission (CAC), the regulatory body that deals with company registrations.

OBJECTS - Once your proposed name is approved by the CAC, your lawyer will ask for your company’s objectives (mainly to help him prepare the company’s Memorandum and Articles of Association).

SHARE CAPITAL - You will also advise the lawyer on the company’s proposed share capital (which cannot be less than N10, 000.00 for a private company and N500, 000.00 for a public company. However, we always advise clients that the share capital be at least N1, 000,000.00 for both).

SHAREHOLDERS - Now that your authorized share capital has been established, you will need to provide the names of shareholders aka members of your company and advise on how many shares each shareholder will hold bearing in mind the fact that you must have at least two (2) shareholders. A shareholder can hold as little as one (1) share, so long as a total of at least 25% of the company’s share capital is allotted to the shareholders and the shares allotted do not exceed the company’s share capital.

DIRECTORS & COMPANY SECRETARY- You will also be required to provide the names of the company’s directors and their means of identification. It is important to note that where a director's address is outside Nigeria, the Corporate Affairs Commission will typically request for a copy of such director's residency/work permit. There is also a requirement to provide the company’s proposed address and the name of the Company Secretary it wishes to appoint.

With all of the above information, your lawyer will prepare all the forms & documents required at the CAC, which will require signatures of the shareholders and at least two (2) directors. Stamp Duties will also be paid at the Federal Inland Revenue Services (FIRS) and Filing Fees at the CAC. Therafter, executed documents are submitted to the CAC and within two (2) to three (3) weeks the Certificate of Incorporation should be ready.

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