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Nigeria in Focus

1. Business formation and regulation

Business may be carried on in Nigeria through a company, a Partnership or a Business Name. The Companies and Allied Matters Act, 2020 [as amended] CAMA provides the legal framework for business formation and regulation in Nigeria.  In Nigeria, the main business entities recognised under CAMA are:

  1. Companies

A company is any entity incorporated and registered under CAMA with limited or unlimited liability.  In practice, a foreign investment is usually made through a limited liability company.

The following companies may be registered in Nigeria:

i.  Private limited liability company (Ltd):

  • requires a minimum issued share capital of N100,000.
  • requires minimum of one (1) and a maximum of fifty (50) shareholders.
  • restricts the transfer of its shares
  • is prohibited from inviting the public to subscribe to its shares, debentures and/or deposit money for fixed periods or payable at call, whether or not bearing interest.

 

ii.  Public Limited Liability Company (Plc):

  • requires a minimum issued share capital of N2,000,000 with 25% of the share capital allotted to its members at incorporation.
  • no restriction on the maximum number of shareholders or their right to transfer their shares freely.
  • is permitted to offer its shares and debentures to the public
  • must appoint a Company Secretary who is a professional with requisite experience.

 

iii.  Unlimited liability company (Unltd):

  • no limit on the liability of its members.
  • its members are like partners and share the company’s liabilities.

 

iv.  Company limited by guarantee (Gte):

  • consent of the Attorney General of the Federation must be obtained to register a Gte.
  • generally incorporated as a not-for-profit.
  • allowed to do business not for profit but to apply such towards realising its objects.
  • no share capital. Members merely undertake to contribute the subscribed amount in the event of its winding up, to a sum not less than N100,000 at all times.
  • limits its members’ liability to the amount of their respective guarantees.

 

  1. Partnership

i.  Limited Liability Partnership (LLP)

  • An LLP is a corporate body formed as a partnership with at least two (2) persons. It has a separate legal personality from its owners. A foreign LLP that wishes to do business in Nigeria must first register as an LLP in Nigeria.

ii.  Limited Partnership (LP)

  • LP is a partnership with no separate legal personality. There is one general partner who is liable for the obligations of the partnership and between one to twenty (20) limited partners, who are liable to an amount agreed at the time of joining the partnership.

 

Note on Foreign Companies

Every foreign company or investor desirous of doing business in Nigeria is required under CAMA to register an entity in Nigeria. However, a foreign company or investor may be exempted from this requirement upon application by the Secretary to the Government of the Federation (SGF) if it is:

  • invited by or with the approval of the Federal Government for a specific individual project;
  • executing specific individual loan projects on behalf of a donor country or international organisation;
  • foreign government-owned companies engaged solely in export promotion activities; or
  • engineering consultants or technical experts engaged in specialist projects under contract with any tier of Government, where such contract has been approved by the Federal Government.

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Incorporation

 

Business registration is administered by the Corporate Affairs Commission (CAC). Businesses can be registered using the Commission’s online registration portal (https://services.cac.gov.ng/login) or by visiting the One-Stop Investment Centre (OSIC) of the Nigerian Investment Promotion Commission (NIPC) to complete or submit paper applications.

 

The online registration process is summarised below:

 

  • conduct a name availability search and reserve the proposed company name
  • prepare registration documents and complete relevant forms
  • pay the prescribed registration fees and stamp duty. The stamp will be electronically affixed once payment is made online
  • download completed registration documents and append signatures accordingly
  • upload scanned registration documents and other necessary documents for processing
  • once the documents are approved and notification of approval is received, visit CAC’s office and present original copies of uploaded documents and collect a Certificate of Incorporation
  • obtain a Tax Identification Number (TIN) from the Federal Inland Revenue Service

 

The documents required for filing at CAC are as follows:

  • Form CAC 1.1 (Application for Registration)
  • Form CAC 2.2 (Appointment/Change of Company Secretary)
  • Memorandum and Articles of Association.
  • Statement of Compliance
  • Notice of Approval of proposed name
  • Evidence of payment of registration fees to CAC (the registration fee payable depends on the quantum of authorised share capital)
  • Evidence of payment of stamp duty
  • Recognized form of identification (passport bio-data page, drivers’ licence or National Identity Card) for Director(s)/Shareholder(s) and Secretary
  • Foreign Certificate of Incorporation and Board resolution for subscription to Nigerian company (where applicable)
  • Residence permit of resident foreigners (where applicable)
  • Proficiency certificate (where applicable)

 

 

Registration with the Nigerian Investment Promotion Commission

 

After registration with CAC, and prior to commencement of its business operations, the foreign investor must register at the Nigerian Investment Promotion Commission (NIPC). The NIPC is the main institution that acts as a liaison between foreign investors and Regulators.

 

 

The NIPC set up a One-Stop Investment Centre (OSIC), which is an investment facilitation mechanism that coordinates the activities of relevant Regulatory Agencies[1] in granting various permits, approvals, licences. Thus, applications for regulatory permits may be applied for through NIPC via OSIC or directly to the relevant regulatory Agencies.

 

The key function of the OSIC is granting business entry approvals, licenses and authorizations within the shortest possible time; the provision of general information on the Nigerian economy, investment climate, legal and regulatory framework, sector and industry-specific information to aid existing and prospective investors in making informed business decisions; and the facilitation and follow-up services on behalf of investors in all government ministries, departments and agencies.

 

Procedure and documentations for business registration at NIPC

To register with NIPC, a formal application must be made to the Executive Secretary of NIPC. The application should include the following documents:

  • Duly completed NIPC Form I;
  • Certified True Copy of Memorandum & Articles of Association;
  • A copy of Evidence of Incorporation with minimum of N10million authorised share capital;
  • CAC Form 1.1 (application for registration);
  • Power of Attorney/ Letter of Authority (where applicable); and
  • Evidence of Payment of Processing fee of N15,000.

[1] Corporate Affairs Commission (CAC); Nigeria Customs Service (NCS); Department of Petroleum Resources (DPR); Nigerian Export Promotion Council (NEPC); Federal Capital Territory Administration (FCTA); Nigerian Electricity Regulatory Commission (NERC); Federal Inland Revenue Service (FIRS); Nigerian Export Processing Zones Authority Federal Ministry of Budget and National Planning (FMB&NP); Nigerian Investment Promotion Commission (NIPC); Federal Ministry of Finance (FMF); Nigeria Immigration Service (NIS); Federal Ministry of Interior (FMI); Nigerian Maritime Administration and Safety Agency (NIMASA); Federal Ministry of Mines and Steel Development (MMSD);New Nigeria Development Company (NNDC); Infrastructure Concession Regulatory Commission (ICRC); National Office for Technology Acquisition & Promotion (NOTAP); Manufacturers Association of Nigeria (MAN); Odu’a Investment Company Limited; Ministry of Foreign Affairs (MFA); Oil & Gas Free Trade Zones Authority (OGTZ); National Agency for Food and Drug Administration and Control (NAFDAC); Pharmacists Council of Nigeria (PCN); National Bureau of Statistics (NBS); Standards Organisation of Nigeria (SON); Nigerian Copyright Commission (NCC); Central Bank of Nigeria (CBN).

There are several government agencies that regulate and control Nigeria’s business environment and operations. These agencies, typically established by a legislative act, are responsible for setting the standards for doing business in Nigeria and operating in a specific sector or industry and for enforcing those standards. We have summarised below some of the key regulatory agencies that are relevant to a Nigerian company with foreign participation.

 

Agency

Function

Corporate Affairs Commission (CAC)

 

Overall administration of CAMA which includes company incorporation, supervision, management, liquidation, shareholder protection, etc.

 

Central Bank of Nigeria (CBN)

 

Formulation and implementation of monetary, trade, currency, credit and banking policy, ensure monetary and price stability, promote a sound financial system in Nigeria, exchange control regulation, regulate financial institutions in Nigeria, etc.

 

Nigerian Investment Promotion Commission (NIPC)

 

Co-ordinate and monitor investment promotion activities, initiate and support measures aimed at improving the investment climate in Nigeria, provide support services to incoming and existing foreign investors, etc.

 

Securities and Exchange Commission (SEC)

 

Regulate and develop the Nigerian capital market activities in Nigeria, investor protection, management and control of capital market operation, etc.

 

Federal Inland Revenue Service (FIRS)

 

Administration of Nigerian tax laws which includes assessing, collecting and accounting for tax revenue, issuing tax refunds, ensuring tax compliance, etc.

 

Nigeria Immigration Service (NIS)

 

Regulate immigration into Nigeria, issue residence permits, border surveillance and patrol, etc.

 

Nigeria Customs Service (NCS)

 

Collection of import and excise duties, prevention and suppression of smuggling, control and management of all the areas designated as customs ports, airports, border and customs stations, etc.

 

Nigerian Export Promotion Council (NEPC)

 

Promotion, development and diversification of exports from Nigeria, coordinating and harmonising export development and promotion activities in the country, interfacing with international trade agencies on cooperation and capacity building, administer export incentive grants and schemes, etc.

 

Department of Petroleum resources (DPR)

 

 

Responsible for ensuring compliance with petroleum laws, regulations and guidelines in the Oil and Gas Industry, issuing licenses to companies engaged in petroleum operations, ensuring Nigerian oil companies operate in line with international standards and practices, etc.

 

Nigerian Content Development and Monitoring Board (NCDMB)

 

 

Guide, monitor, coordinate and implement the Nigerian Oil and Gas Industry Content Development Act, approve Nigerian Content plans developed by operators, engage in targeted capacity building interventions to deepen indigenous human capital development, infrastructure, facilities, material manufacturing and local supplier development, monitor Nigerian Content compliance by operators and service providers, etc.

 

National Petroleum Investment Management Services (NAPIMS)

 

 

Oversee the Federal Government’s (FG) investment interests in the oil and gas industry, manage the FGs oil assets, negotiate and manage third-party operating agreements, encourage gas utilisation and commercialisation, spearhead new technology application in the oil and gas industry, promote transfer of managerial skills and technology, etc.

 

 

 

 

 

Nigerian Maritime and Safety Administration (NIMASA)

 

 

Administration and regulation of shipping licenses, administration, regulation and certification of seafarers, establishment of maritime training and safety standards, provision of maritime search and rescue services, control and prevention of maritime pollution, provide maritime security, develop and implement policies and programs, which will facilitate the growth of local capacity in ownership, manning and construction of ships and other maritime infrastructure, etc.

 

National Agency for Food and Drug Administration (NAFDAC)

 

 

Food and drug administration and control, formulating policies and issuing guidelines on product specification quality control for all foods, drugs, raw materials used in production process, medical devices, cosmetics produced in, imported into and exported out of Nigeria, product inspection and testing, etc.

 

Standards Organisation of Nigeria (SON)

 

 

Preparation of Standards relating products, measurements, materials, processes and services and their promotion at National, Regional and International levels, certification of products, assistance in the production of quality goods and services, improvement of measurement accuracies and circulation of information relating to standards, etc.

 

National Office for Technology Acquisition and Promotion (NOTAP)

 

Regulating and monitoring the transfer of foreign technology to Nigeria, approving technology transfer agreements, fostering foreign technology domestication, commercialisation of research and development activities in Nigeria, etc.

 

National Pension Commission (PENCOM)

Effective administration, regulation and supervision of pension related matters, licensing and supervising pension fund administrators, custodians, and other related institutions, establishing standards, rules and guidelines for the management of pension funds, issuing guidelines for the investment of pension funds, investigating complaints of impropriety levelled against pension fund administrators, custodians, employers or agents, etc.

 

Trademarks Registry

 

Registration of trademarks, patents and designs, protection of trademarks, patents, ideas, invention, designs, trade secrets, etc.

 

 

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