COUNTRY OVERVIEW

At approximately 1m sq km, Nigeria borders the Gulf of Guinea in West Africa and is Africa’s most populated country with 177m inhabitants. English is the official language, but there are more than 250 ethnic groups in Nigeria speaking over 500 indigenous languages. In 2014, Nigeria emerged as Africa’s largest economy and has grown at rates of 6-8% in recent years. Oil has been the dominant source of government revenues since the 1970s, but production recently began to decline as the economy has diversified, with significant growth seen in the agricultural, telecommunications and services sectors. Nevertheless, Nigeria continues to be held back by poor infrastructure, an inconsistent regulatory environment and corruption. The corporate tax rate for non-oil companies is 30%, but various tax incentives exist for foreign investors.

Country: Nigeria

Region: Africa

Currency: Nigerian naira (NGN)

Languages: English

Time Zone: UTC +1

Phone Code: +234

Communications: Good

Formation Cost: 5500 – 6500 USD$

Formation Time: 34 – 42 days

Maintenance cost: 0 USD$

Company Types: Private limited companies, public limited companies, sole proprietorships, general partnerships and limited partnerships

Capital primary business districts: Abuja, Lagos

Good Relationships: Brazil, South Africa

Bad Relationships: Burma, Cuba, Iran, Korea (Democratic People’s Republic of), Libya, Somalia, Sudan, Syria

Tax Burden – Business: Heavy

Tax Burden – Individual: Moderate

Headline tax rates: CIT 30%, PIT 7%-24%, VAT 5%

Treaty Jurisdictions: Belgium, Canada, China, Czech Republic, France, Netherlands, Pakistan, Philippines, Romania, Slovak Republic, South Africa, United Kingdom

TIEA Jurisdictions: None

BUSINESS ADVANTAGES

  • Nigeria has a politically stable environment, on top of a free market economy.
  • The population of Nigeria is enormous and skilled, making it easy to procure inexpensive and efficacious workforce here.
  • The country is rich in natural resources like oil and minerals.
  • Exchange control regulations in Nigeria have been liberalized to enable free flow of international capital. Now there is unrestricted movement of investment capital here.
  • Nigeria is abundant in natural resources, like minerals and vegetation, which are yet to be fully tapped.
  • The population base of over 170 million people makes for a huge consumer market.
  • There is an abundance of skilled and affordable labour, leading to low production costs.
  • Exchange control regulations in Nigeria have been liberalized to facilitate the free flow of international finance. Now there is unrestricted movement of investment capital here.

INCORPORATION PROCESS

  • Essential Requirements to Register a Company in Nigeria
    • Your company can have 2 to 50 members
    • The members of your company must be at least 18 years old
    • You can’t register a company if any of the members are of unsound mind, disqualified by the CAMA, or bankrupt
    • The minimum limit of share capital required for company registration in Nigeria is NGN 10,000
  • Decide upon a name for the company, and check for its availability with the Corporate Affairs Commission (CAC).
    • The name should be 100% unique.
    • The name must not contain terms like Chamber of Commerce, Federal, National, State, Regional, Government, Municipal, Chartered, Co-operative, Building Society, Group, or Holding.
    • Names must not contain terms which in the opinion of the Commission has the capability to mislead the nature or extent of its business activities or is undesirable.
    • The name must not be offensive to the public policy.
    • The name must not be in contrary to the public policy.
    • The name must not, in the opinion of the Commission, violate any existing trademark or existing business name in Nigeria (unless consent from the owner is obtained).
  • Prepare the MOA: This step is best done by a lawyer. He/she is qualified for preparing the Memorandum of Association (MOA) and all the related documents based on the objectives of the company you wish to register. It is the lawyer’s responsibility to request the names of the initial subscribers, directors as well as the shareholders. Each director or subscriber must be above the age of 18, of sound mind, and must not have been convicted of any crime. The directors are required to provide a means of identification for inspection by the CAC.
  • Fill out the form CAC 1.1. It requires the provision of key information fundamental for your new company, like authorized share capital and particulars of the directors and the shareholders.
    • All directors must fill the Particulars of Director form (Form CAC 7)
    • One director must fill the Statement of Share Capital and Return of Allotment form (Form CAC 2)
    • One director and the Company Secretary have to fill the Notice of Situation/Change of Registered Address form (Form CAC 3)
    • An individual or firm accredited by the CAC can fill the Declaration of Compliance with the Requirements of the Company and Allied Matters Act (CAMA) form (Form CAC 4)
    • At least 2 directors have to fill the form appointing a Company Secretary for the company
  • Prepare the Memorandum and Articles of Association (MAA), specifying the company’s objectives, in addition to the shares already issued to each of the directors – following from the information filled in form CAC 1.1. This document is required to be signed by a witness.
  • Based on the company type and the volume of your share capital, pay the requisite CAC registration fee and stamp duty.
  • Get the form CAC 1.1 and the MMA (both duly stamped) signed by the directors, shareholders, witnesses and accredited CAC agents.
  • Submit the following documents to the CAC online:
    • Form CAC 1.1
    • MMA of the company
    • Name availability notification from CAC
    • The means of identification of all the stakeholders
    • The CAC receipt for payment of registration fees

The CAC should take 2-3 days to examine these documents and, if everything is in order, a notification will be sent informing you of the company’s registration with the company’s RC number.

DOCUMENTS REQUIRED

  • Memorandum and Articles of Association
  • Form CAC 1.1
  • Proof of registered business address
  • List, particulars and consent of the first directors of the company
  • Statement of compliance by a legal practitioner
  • Receipt of payment of stamp duties