Any investor that intends to do business in Nigeria is mandated by law to register a company with the Corporate Affairs Commission and pay stamp duties with the Federal Inland Revenue Services (FIRS).
In order to make this process clearer, the Nigerian Investment and Promotion Commission (NIPC) has divided the procedure into stages.
Stage 1:
First step is to register the company or subsidiary with Corporate Affairs Commission (CAC). This Commission has statutory responsibility for registration of companies, business names and Incorporated Trustees.
REQUIREMENTS FOR COMPANY INCORPORATION
- Conduct an availability/name Search, at the CAC Desk, for the proposed Company to be registered.
- Once the desired name has been cleared, a set of incorporation forms will be purchased, and the investor may proceed to prepare the Memorandum and Articles of Association for the Company.
- Initial documents are then submitted to the Federal Inland Revenue Service Desk for payment of stamp duties and stamping.
- Completed and stamped documents with attached permit(s) are to be submitted to the CAC Desk for verification.
- The Certificate of Incorporation is then handed over, with accompanying Certified True Copies of relevant documents, to the investor.
Note:
- The investor has an 18-month grace period before paying for Annual Returns on the
Company.
- All Post Incorporation processes are done at the Head Office of CAC where all Company files
are kept in safe custody pending the completion of the on-going data entry on CAC records.
Stage 2:
After incorporation with Corporate Affairs Commission (CAC), every company with foreign participation must register their company with the NIGERIAN INVESTMENT PROMOTION COMMISSION (NIPC).
REQUIREMENTS FOR NIPC REGISTRATION
- Duly completed NIPC Form I (collected at the OSIC Centre)
- Memorandum & Articles of Association
- Evidence of Incorporation
- CAC Forms CO2 and CO7
- Power of Attorney/ Letter of Authority (where applicable)
Stage 3:
Finally, an enterprise with foreign participation , shall obtain Business Permit and Expatriate Quota from the Ministry of Interior before commencing business operations in Nigeria.
REQUIREMENTS FOR BUSINESS PERMIT AND EXPATRIATE QUOTA
- Formal application letter to the Honourable Minister, Ministry of Interior
- Minimum share capital requirement of N10million
- Duly completed Immigration Form T1
- Certificate of incorporation
- CAC forms C02 and CO7
- Memorandum and Articles of Association
- Tax Clearance Certificate
- Certificate of Capital Importation
- Evidence of acquisition of business premises
- Tenancy or Lease Agreement (to be registered with Federal Inland Revenue)
- Feasibility Report or Business Plan
- Training Programme for Nigerians
- Schedule of names, addresses, qualifications and positions to be occupied by expatriates
- Evidence of machinery acquisition (where necessary)
- Bank reference
