Company registration in Nigeria

Nigeria is one of the African countries that has made significant steps in reforming its business legislation in 2020-2021. The country encourages foreign investment by simplifying the registration process and requirements for running a business further. Nigeria has rather developed oil and gas, services and manufacturing sectors. If you think about establishing your presence in this country, you may do this in one of the next forms.

Major Forms of Legal and Business Presence

If you have decided to choose Nigeria as your target jurisdiction, consider these the most widespread forms of establishing a legal and business presence in this country:

• Private Company Limited by Shares – a corporate entity that can have up to 50 shareholders whose liability is restricted to the unpaid amount of the contributions to this company. The entity exists separately from its shareholders. In the case of insolvency, exactly the company is responsible for all debts incurred. Certain restrictions for the transfer of shares are applied. The minimum statutory capital, in this case, shall be at least N 100, 000.
• Public Company Limited by Shares – a vehicle where the liability of shareholders is also restricted to the unpaid value for the shares. The entity can be founded by two or more persons who can freely transfer their shares. Usually, this type of company is used for raising extra funds. The minimum statutory capital, in this case, shall be at least N 2,000, 000.
• Unlimited Company – a legal entity where the liability of shareholders is not restricted in any way. Even their personal property may be called to cover potential losses incurred as the result of carrying out commercial activities. This type of company may be private or public with the application of the same requirements stated above for companies limited by shares.
• Limited Partnership – an option for carrying out joint business where should be (i) at least one general partner who bears the entire liability for the results of the partnership’s operation and (ii) limited partners whose liability is restricted to the amount of the contributions made or the amount they agree to contribute. Generally, there cannot be more than 20 persons in this partnership.
• Limited Liability Partnership – an option for doing business where should be 2 or more partners among which are 2 designated partners (one of them should be a resident of Nigeria). The partnership is treated as a separate corporate entity where the liability of partners is limited to the amount of contributions made.
• Registering a business name – a maximally flexible option that addresses less formalities. The liability for the results of business operations is unlimited in this case. Still, businessmen pay a minimum amount of taxes. This form is maximally suitable for small and private businesses. The option may be easily converted later to a company limited by shares.

Registration Requirements and Steps

Establishing a company in Nigeria may preliminary require completing these registration stages:

1. Identifying your business priorities.
2. Choosing, checking the availability and reservation of a suggested business name.
3. Arranging the registered office for a future entity.
4. Collecting details about founders, beneficial owners and managers of a future entity.
5. Drafting and formalizing the statutory documents for a future entity.
6. Forming and lodging the set of incorporation documents for the registration through the Companies Registration Portal.
7. Registration for tax and social security purposes.
8. Making a company’s seal.
9. Opening a corporate bank account.
10. Obtaining licenses and additional permits (required for certain regulated types of activities only).

Legal and Regulatory Framework

The local legal system is based on English common law. In 2021, doing business is regulated by the renewed Companies and Allied Matters Act and Companies Regulations. Another legal act that foreign investors should consider too is the Investment and Securities Act. The Corporate Affairs Commission, the Federal Inland Revenue Service, the Central Bank of Nigeria and the Securities and Exchange Commission are the main regulatory authorities in terms of establishing a business in Nigeria and its further operation.

Advantages of the Jurisdiction

Enterprise registration in Nigeria may be potentially profitable in view of the next advantages of the jurisdiction:

• Availability of online portals for local businesses (for instance, the Companies Registration Portal, the Integrated Tax Administration System)
• Reduced amount of time and financial resources for starting a business in Nigeria
• Existence of special economic zones
• Tax incentives for doing business in certain areas (exemptions, tax holidays, investment allowances, etc.)

Tax System of Nigeria

While considering an option of company formation in Nigeria, take also into account these basic tax highlights the jurisdiction has:

• Corporate tax rates – (a) 0 % – for small companies, (b) 20 % – for medium companies (c) 30 % – for large companies
• Personal income tax rate – 24 %
• Value-added tax rate – 7.5 %
• Withholding tax rates (for non-residents) – (i) dividends – 10 % (ii) interests – 10 % (iii) royalties – 10 %. These rates for non-residents can be reduced to 7.5 % according to certain double-tax treaties.
• Capital gains tax rates – (i) corporate – 10 % (ii) individual – 10 %

How Prifinance Specialists May Help You

If you evaluate an opportunity of setting up a company in Nigeria, Prifinance specialists may help you in assessing this option in detail from the point of your business objectives. Our lawyers can assist you with drafting documents for the registration and actually completing this registration. Our specialists will also open a corporate bank account for the future entity and support its further operation. Reach us for more precise discussions and suggestions.