Nigeria
Corporate Guide

Are there any post-incorporation requirements that need to be satisfied in Nigeria? For example, registrations for tax purposes or business licences.

Following the incorporation of a company, certain post-incorporation registrations shall apply including:

Registration with the Nigerian Investment Promotion Commission (NIPC)

Nigerian companies with foreign equity participation, pursuant to section 20 of the NIPC Act, shall register with the NIPC and obtain a certificate of business registration prior to commencing business. Until such a company is registered with the NIPC, it is not entitled to commence business in Nigeria. 

Where there are no queries, a certificate of business registration is typically issued within one to two weeks from the date of application. An application should be submitted to the NIPC along with the following documents:

• the incorporation documents of the company (i.e. the certificate of incorporation, status report and memorandum and articles of association);
• details of the contact person of the company (i.e. their name, address, phone number, email address and designation);
• proposed number of employees;
• the company’s phone number; and
• letter authorising a third party to assist in procuring the Certificate of Registration on behalf of the company, if applicable.

The official fee payable is NGN 15,000 (approximately USD 10). 

Registration with the Federal Ministry of Interior

In relation to an application for a business permit for a Nigerian company with foreign equity participation, section 36(1)(b) of the Immigration Act, 2015 prohibits a non-citizen of Nigeria from establishing a business or registering a company for that purpose without the consent of the minister responsible for immigration matters. In practice, the consent in the form of a business permit issued by the Department of Citizenship of the Federal Ministry of Interior (FMI) is obtained after the incorporation of the company has been concluded. The application usually takes about three to four months to be processed, and the permit is granted, if there are no delays either caused by incomplete documentation or queries on the submitted application. 

An application needs to be made to the FMI and the following documents submitted:

• application letter addressed to the Permanent Secretary of the Federal Ministry of Interior on the company’s letterhead;
• name, address and email address of the company;
• phone number of the company;
• name and email address of the company’s representative;
• nature of the company’s business;
• address of factory / operational premises;
• work status of directors (whether full-time/part-time);
• where the company has a foreign director(s), whether or not the director(s) is resident in Nigeria;
• confirmation as to whether or not any of the company’s directors are engaged in any employment with another company;
• international passport of the company’s directors;
• confirmation as to whether the company will incur any expenditure in foreign currency e.g. in respect of payment of royalties, services, charges, salaries of foreign personnel, etc;
• number of staff involved in managerial / supervisory functions;
• number of staff that carry out clerical / office duties;
• number of skilled labour staff;
• number of unskilled labour staff;
• certificate of capital importation;
• percentage of capital from foreign sources;
• copy of the company’s certificate of incorporation;
• copy of the company’s memorandum and articles of association;
• status report issued by the CAC;
• copy of the company’s certificate of business registration;
• title document (such as lease agreement or deed of assignment) in respect of the company’s office / business premises;
• joint venture agreement between foreigner(s) and Nigerian(s);
• reference letter from the company’s bank;
• tax clearance certificate; and
• feasibility report.

The official fee payable is NGN 350,000 (approximately USD 230).

Registration with the Federal Inland Revenue Service (FIRS)

As the primary tax authority in Nigeria, every Nigerian company is required to register with the FIRS for purposes of the company's income tax and value-added tax. In practice, a tax identification number is automatically generated and assigned to a company that has been successfully incorporated at the CAC. This registration has been synchronised with the incorporation process and no additional fee is payable.

In addition, some sector-specific laws impose registration obligations on companies intending to operate in such regulated industries.