Registration of a Branch or Subsidiary of a foreign Company in Nigeria

Registration of a Branch or Subsidiary of a foreign Company in Nigeria

Non-Nigerians and Foreign
Companies are at liberty, and indeed encouraged to invest and participate in
the operation of any enterprise or company in Nigeria. To invest in Nigeria,
the promoters or investors must register a company in Nigeria. 

A foreign company may
apply in accordance with Section 56 of the Companies and Allied Matters Act
(CAMA) for exemption from incorporating a local subsidiary if such a
foreign company belongs to one of the following categories:-

Foreign companies invited to Nigeria by or
with the approval of the Federal Government of Nigeria to execute any specified
individual project;
Foreign companies which are in Nigeria for
the execution of a specific individual loan project on behalf of a donor country
or international organization;
Foreign government-owned companies engaged
solely in export promotion activities, and;
Engineering consultants and technical
experts engaged on any individual specialist project under contract with any of
the Governments in the Federation or any of their agencies or with any other
body or person, where such contract has been approved by the Federal

A foreign company or
investor may incorporate a Nigerian branch or subsidiary of the parent company
by giving a Power of Attorney to a qualified solicitor in Nigeria for this
purpose. The incorporation documents in this instance would, disclose that the
Solicitor is merely acting as an “agent” of a “principal”
whose name(s) should also appear in the document. The Power of Attorney shall
indicate that the appointed Solicitor shall cease to function upon the
conclusion of all registration formalities. 

The minimum share capital
of a company with foreign investment is N 10 million and where the
foreigner is resident in Nigeria, he shall submit/file a copy of his residence
permit along with other documents required for incorporation of a company.

Sequel to registration of
the Company at the CAC, all companies with foreign investors must register with
Nigerian Investment Promotion Commission (NIPC) and obtain a Business Permit
from the Ministry of Internal Affairs through the NIPC before commencing formal

Section 8(1) (b) of the
Immigration Act provides that no person other than a Nigerian citizen shall on
his own account or in partnership with any other person practice a profession
or establish or take over any trade or business whatsoever or register or take
over any company with limited liability for any such purpose without the
written consent of the Minister of Internal Affairs. A Business Permit is the
operational licence granted to an expatriate or foreign company to enable him
carry on business activities in Nigeria.

Registration with the NIPC
and application for Business Permit is processed by completing the NIPC
application form accompanied with the following documents: –

Original copy of the treasury receipt for
the purchase of NIPC Form.

A copy of the Certificate of Incorporation.

A copy of the Tax Clearance Certificate of
the applicant company.

A copy of Certificate of Capital

Certified True Copies of CAC Form 02 &
07 i.e. Particulars of Shareholders and Directors.

Certified True Copy of the Memorandum and
Articles of Association;

A copy of treasury receipt as evidence of
payment of stamp duties on the authorised share capital of the company

A copy of the Joint-Venture Agreement
between the Nigerian Partners and Foreigners

A Copy of Feasibility Report and Project
Implementation Programme. (Business Plan)

10.A copy of Deed of Sub-Lease/Agreement
evidencing firm commitment to acquire requisite business premises for the
company’s operation;

11.  Profile of Foreign Investor as testimony of
international expertise and credibility of the foreign partner in the proposed line
of business.

If the foreign company
intends to employ expatriates, an application shall be made to the Ministry of
Internal Affairs to obtain Expatriate Quota. The Expatriate Quota is the
official approval granted to a company to enable it employ individual
expatriates to specifically designated jobs and the quota must state its
duration. Section 8(1) (a) of the Immigration Act provides that “no person
other than a citizen of Nigeria shall accept employment, not being employment
with the Federal or a State Government, without the approval of the Chief
Federal Immigration Officer.  

There are two types of
expatriate quotas which are:

  • Permanent until Reviewed (PUR) – This
    is meant for positions that would be occupied on a permanent basis and is
    usually granted to the Chairman of the Board of a company or the Managing
    Director. As the name implies, it is permanent until there is a
    supervening circumstance, which will necessitate its review. The essence
    of granting the PUR is to ensure that the foreign company is able to
    protect its investment. Once a PUR is granted, a certificate is issued
    stating the position that the PUR covers.

  • Temporary Quota – This is usually
    granted to the directors or other employees of the company. These
    positions are specifically stated on the permit and the expatriate
    employee’s qualification must be in par with the designation.
Please note that the quota
is issued to the company and not the expatriate, as such when the expatriate
leaves the company, the position reverts to the company and the company may
place another expatriate on the same position for as long as the quota position
remains valid.

To apply for Expatriate
Quota Position, in addition to the documents submitted for the application for
Business Permit, the following additional documents and information are needed:

Evidence of non-availability of expertise
in the country;

2.  A copy of training programme or personnel
policy of the company, incorporating management succession schedule for
qualified Nigerians;

3.  Particulars of names, addresses,
nationalities and occupations of the proposed directors of the company;

4.  Job title designations of expatriate quota
positions required, and the academic and working experience required for the
occupants of such positions.

Once the expatriate quota
is obtained, the Company shall apply to the Nigerian embassy or consular office
for a subject to regularisation for residence work permit (STR) Visa in
writing, confirming that there is a vacancy on the expatriate quota and stating
the position in which prospective employee is to be employed and confirming
acceptance of immigration responsibility.   

STR visa is normally given
for 90 days without reference, during which an application must be made to the
Comptroller-General of Immigration, to regularise the stay of the prospective
employee, and the person may assume his employment only when such application
is approved and a RESIDENCE WORK PERMIT granted.