Foreigners can now fully subscribe and own a Company in Nigeria by complying with the following laws and securing approval from the following bodies through a Solicitor or a law firm.
- Companies and Allied Matters Act Chapter (20) LFN 2004 (CAMA): This is the law and principal statutes that govern pre-incorporation, registration, management and winding up of all companies operating in Nigeria. Section 54(1) of the Act provides that every foreign company intending to carry on business in Nigeria must register with the Corporate Affairs Commission.
- Nigeria Investment Promotion Commission Act Chapter (N117) LFN 2004 NIPC Act: The act established the regulatory body and provide for various investment incentives and include applicable laws to both foreign direct investment and foreign portfolio investment
- Immigration Act 2015: This law provides that foreigners planning to take up work or employment in Nigeria are required to have a Resident Permit or Work Permit issued by Comptroller General of Immigrations.
- There is also foreign Exchange Monitoring and Miscellaneous Provision) Act chapterF34 LFN2004 (FEMM ACT) This act set out the rules and regulations which govern the operation of foreign exchange market and provides a framework for remittance of interest, dividends and principal payment in foreign currencies by foreign investors.
- Investment And Securities Act No 29 of 2007 (ISA): The law covers all issues in respect of Securities and Exchange Commission also investments in Capital Market generally including acquisitions, mergers, take-overs, and collective investment schemes.
- The Industrial Development Act LFN 2004: It is a Tax relief Act for investors on the basis of Pioneer Status for the first period of 3-5 years Tax relief or exemption for Tax to encourage the investors.
- Central Bank of Nigeria Act No 7 of 2007 (CBN ACT): Is the apex regulatory body for banks and financial institutions, also the management of monetary, foreign exchange and foreign currency reserve of Nigeria.
Other Necessary Approvals
- National Content Policy (Oil and Gas Sector): This policy was designed by the Government requiring Foreign Investor to demonstrate Local participation of Nigerians by way of possessing share equities in the company and local content policy.
- Restriction of Some Certain Goods by Foreign Investors: These are listed in Nigeria Customs Prohibited list regularly reviewed by Nigerian Customs.
List of the following permits is also required.
- A business permit registration (Companies with foreign participation). The NIPC Act provides that all Nigeria Companies with Foreign participation in their shareholding structures should register with the NIPC after incorporation.
- Business Permit: This must be done through registration with NIPC, the business permit authorizing the company to carry out business in Nigeria.
- Expatriate Quota Approvals: All companies in Nigeria with foreign workers must apply to Nigeria Immigration for Expatriates Quota. It limits the maximum foreign national a company can employ.
- Visa & Resident Permit: it is also compulsory that a company is required to obtain the visa from Nigeria Embassy abroad or within Nigeria STR which is referred to as Subject To Regularisation for purpose of taking employment in Nigeria.
- Certificate of Capital Importation fee: To be obtained from an authorized dealer, a Nigeria Bank engaged in foreign exchange as an evidence that investor has brought in the fund and ready for business.
- The National office for Technology Acquisition and Promotion Certification (NOTAP): The act makes it compulsory for a foreign company in the high skilled technical business entity to provide assistance to a Nigeria entity must also agree to train and transfer the technology to Nigeria over time, subject to the terms in their service of the agreement.
PROCEDURE FOR OBTAINING BUSINESS PERMIT
Nigeria Investment Promotion Commission (NIPC), is the body conferred with the power in law to grant the Business Permit and also to register companies with foreign investors and foreign participation.
All applications to NIPC, for a BP(BUSINESS PERMIT), must be supported by the following document:
- Duly completed NIPC from 1;
- Memorandum and articles of association;
- Current Tax Clearance Certificate (TCC);
- Certificate of Incorporation;
- Partnership/joint venture agreement (if applicable);
- Receipt issued on purchase of NIPC Form 1;
- Project implementation programme;
- Certificate of capital importation; if available;
- Evidence of acquisition of business/factory premises;
- Evidence of acquisition of operating equipment and machinery, such as motor vehicles, business machines, etc. (if any);
- Feasibility study report (for joint venture companies);
- Permit to operate in the oil industry (for oil service companies); and
- Letter of an award of contract (for construction companies).
The prescribed fees shall be paid at every processing NIPC stipulated point.
The Solicitor will do the necessary professional duties to collect the original copy of the approved Permit