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Nigeria is ever-ready to welcome foreigners
to its shores, for business. There are many foreign controlled/owned businesses
contributing to her prosperity.

An important step which precedes a
foreigner’s ability to do business in Nigeria is setting up a viable business
structure. This text describes how a foreigner can register a company in
Nigeria.
According to Section 54, The
Company and Allied Matters Act,1990, (CAMA)
, every foreign company
incorporated outside Nigeria and having the intention of carrying on business
in Nigeria shall take all steps necessary to obtain incorporation as a separate
entity in Nigeria and until so incorporated, the foreign company shall not
carry on business in Nigeria.
The procedure of registering a foreign
company is the same as that of indigenous companies in Nigeria subject to
Section 22,24 and 25 CAMA, except that it shall not invite subscription for
shares without the prior approval of the Securities and Exchange Commission.
However, a company may be exempted from the
provision of Section 54,CAMA, after it has applied to the Federal Executive
Council through the office of the Secretary of the government in certain
instances, such as;
Where the foreign company was invited to
Nigeria by the federal government to execute any specified individual project.
Where the foreign company is in Nigeria for
the execution of specific individual loan project on behalf of a donor country
or international organisation.
Where foreign government owned companies
engage solely in export promotion activities.
A foreign company exempted from
registration under Section54, CAMA, shall have the status of an unregistered
company.
Furthermore, foreign companies just like
all other companies in Nigeria that intends to operate in Nigeria must be
registered with the Corporate Affairs Commission(CAC). The minimum share
capital which a Company must have is 10,000 (Ten thousand Naira). While for
foreign owned companies, the minimum share capital is 10,000,000 (Ten million
Naira).
It is compulsory that after registration,
the Tax Identification Number (TIN) of the company is obtained. The newly
registered company must also register for Value Added Tax (VAT) at the nearest
Federal Inland Revenue Service to its proposed office address.
Another crucial aspect is the funding of
the newly registered business. The newly registered business must open and
operate a domiciliary bank account with a commercial bank in Nigeria and obtain
certificate of capital importation.
The Company must concurrently register
at the Nigerian Investment Promotion Council (NIPC), and  obtain a
business permit from the Ministry of Internal Affairs.
Requirement for obtaining NIPC
registration

1. Application to the Nigeria Investment Promotion Commission

2. Completed copies of the NIPC Form 1 (in triplicates)

3. Original copy of receipt of purchase of NIPC Form 1 (and 3 copies)
d   Copy of Certificate of Incorporation

4. Memorandum and Article of Association

5. Evidence that the Company has a minimum share capital of 10million (3
copies)

6. Company’s allotment of shares- Form CO 2 (3 copies)

7. Company’s particulars of directors – Form CO 7 (3 copies)

8. Details of the shareholding structure of the company (3 copies)

9.  Shareholders agreement , where applicable (3 copies)

10. Registration with FIRS (Federal Inland Revenue Service)
Requirements for Business Permit
·       
Purchase
NIPC form I for N10,000.00. Completed form submitted with original receipt.
·       
Certificate
of Incorporation.
·       
A
minimum share capital holding in the joint venture.
·       
Details
of share holding in the joint venture.
·       
Joint
venture/partnership Agreement where applicable.
·       
Memorandum
and Articles of Association.
·       
CAC’s
Form CO2 and CO7 duly certified.
·       
Evidence
of capital importation for wholly foreign companies.
·       
Approval
from the appropriate professional bodies where applicable.
·       
We
recommend that you carefully read the information contained in this blog post
to understand what the procedure entails. In addition, you can engage a
reliable and experienced solicitor to guide you through the process.
·       
Are
you interested in setting up a Company in Nigeria? Need any help with the process?
Get in touch via email at hightowerlawyers@gmail.com or call +2347014979879.
You will be glad you did.
HightowerLawyers

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