Regulatory Framework for Foreign Company Incorporation in Nigeria (Part 2)

This post is the second post of a 2-part series on Regulatory Framework for Foreign Company Incorporation in Nigeria. Read Part 1

In Part 1, we had discussed the first three steps in registering a foreign company in Nigeria which included incorporation at CAC, obtaining a TIN as well as registering for VAT with FIRS, opening a domiciliary account and obtaining a certificate of capital importation.

This article further discusses the final two steps.

Step 4

Registration at the Nigerian Investment Promotion Council (NIPC). 

The NIPC is a body set up by the Federal Government of Nigeria with the aim of encouraging, promoting and monitoring foreign investment into Nigeria. It is in fulfilling this role of investment monitoring that the NIPC requires that all foreign owned companies in Nigeria should be registered with it. The NIPC requires some documentation, including data about of the company and the founders, and also tax and banking details.

Requirements for Business Registration

  1. Duly completed NIPC Form I (collected at the OSIC Centre)
  2. Objective page of Memorandum & Articles of Association
  3. Evidence of Incorporation
  4. CAC Forms CO2 and CO7
  5. Remita receipt of N15,000 paid to Nigeria Investment Promotion Commission
  6. Power of Attorney/ Letter of Authority (where applicable)


Step 5

Obtain a Business Permit and Expatriate Quota from the Nigerian Ministry of Internal Affairs.

The final step is registration with the Federal Ministry of Internal Affairs and obtaining a business permit. This permit is important not only because the company cannot commence trading without it, but also because it is a precondition for the company to obtain an Expatriate Quota and commence work permits applications if it intends to hire expatriates. It is important to note that local companies who are interested in hiring expatriates will be required to have a minimum share capital of N10,000,000(Ten Million Naira)

Requirements for Business Permit and Expatriate Quota

  1. Payment of Processing fee
  2. Payment of Automation fee/ Online Registration
  3. Application on the company’s letter head paper addressed to the Permanent Secretary Ministry of Interior, through the Ministry of Interior Desk NIPC/OSIC. The application letter must contain the Registered Company (RC) number and email.
  4. Certificate of Incorporation
  5. Incorporation document known as Form 1.1 which states the minimum of share capital of N10million and the particular of directors
  6. Memorandum and Article of Association
  7. Current Tax Clearance Certificate (original to be presented for sighting)
  8. Bank reference letter (to be addressed to Permanent Secretary Ministry of Interior)
  9. Evidence of Capital/Machinery Importation/ Form M.
  10. Lease Agreement/Deeds of Assignment
  11. Joint Venture Agreement (where applicable)
  12. Feasibility Report/Business Plan.
  13. Designation, Job description, Qualification(s) and Proposed Salary Structure of the Expatriate(s) (CV and copies of credentials of expatriate to be attached)
  14. Proposed Training Programme for Nigerian workforce.
  15. Data page of International Passport of the Directors/Share Holders
  16. License/Permit/Certificate from relevant government Agencies/Departments/Ministries/ Regulatory bodies for operations must be obtained if a company is engaged in Oil Services, Health Care Services, or Mining and original to be presented for sighting.

Note that there will be approval fees applicable to obtain a Business Permit Certificate and for each slot of Expatriate Quota

The opinions in the articles are for general information purposes only and do not form a legal relationship or be taken as legal advice. To explore legal advice, please consult your solicitor or feel free to get in touch with us directly.