Nigeria
Corporate Guide

Can a company be wholly owned by foreigners in Nigeria?

A Nigerian company may be wholly owned by foreigners. In this regard, the Nigerian Investment Promotion Commission Act, CAP N117 LFN 2004 (NIPC Act) permits foreigners to own up to 100% of any business enterprise with the exception of enterprises on the “negative list”. The negative list includes enterprises involved in the production of and dealing in arms, ammunition, narcotic drugs and psychotropic substances. 

Some sector-specific laws also impose ownership restrictions in relation to certain regulated businesses. Examples of such legislation include:

• Section 3(2) of the Nigerian Oil & Gas Industry Content Development Act 2010 (LCA) which provides that exclusive consideration shall be given to Nigerian indigenous service companies that demonstrate ownership of equipment, Nigerian personnel and capacity to execute contracts on land and swamp operating areas of the Nigerian oil and gas industry in respect of contracts and services required in that sector. The LCA defines a “Nigerian Company” as “a company formed and registered in Nigeria in accordance with the provisions of Companies and Allied Matters Act with not less than 51% equity shares held by Nigerians.” 
• Section 1 of the Architect (Registration, etc.) Act 1969 provides that a person shall not prepare or take full responsibility for the erection or commissioning of architectural building plans or practice or carry-on business (other than that having relevance to ship construction, or to landscape or golf links) under any name, style or title containing the word "architect" unless they are a Nigerian citizen and registered under the act. Similar restrictions exist with respect to certain professional practice areas.