Nigeria
Corporate Guide

If there is no requirement to have a local director or shareholder in Nigeria, what is a foreigner required to do to register a company for tax purposes and other similar post-incorporation registrations?

There are no special requirements for tax registration applicable to Nigerian companies with foreign equity participation. All tax registrations with the FIRS may be made by completing the prescribed forms. 

For the FMI registration, foreign promoters are required, amongst other things, to provide a copy of the certificate of capital importation (CCI), which is evidence of capital importation into Nigeria through an authorised dealer (i.e. a licensed commercial bank). The authorised dealer is required to issue the CCI within 24 hours of receipt of capital imported into Nigeria and converted into Naira for the purpose of investment. A CCI assures the unhindered remittance of investment capital and any returns thereon, in any convertible currency by the named holder thereof.

Furthermore, a foreign promoter registering with the FMI shall, in addition to submitting the corporate documents of its company and the CCI, provide the following:

• contact details of the company’s representative;
• a reference letter from its bankers indicating that the company maintains and operates a bank account with a reputable commercial bank in Nigeria;
• tax clearance certificate;
• title document in respect of the company’s registered business address;
• international passport of each director;
• a copy of the NIPC certificate of business registration;
• a feasibility report for the proposed business operation; and 
• an application letter.

As an administrative point, where the company intends to open a corporate bank account with a commercial bank in Nigeria, all the directors (including foreign directors) will be required to register and obtain bank verification numbers.