Step-by-Step Guide to Setting Up a Foreign Company in Nigeria (2025 Update)

Expanding your business into Nigeria offers lucrative opportunities due to its growing economy and investor-friendly climate. However, setting up a foreign company in Nigeria involves several legal and regulatory steps.

This guide outlines the full process from Corporate Affairs Commission (CAC) registration to obtaining a business permit, Expatriate Quota, CERPAC, and industry-specific licenses. Understanding these requirements will ensure your foreign business operates legally and efficiently in Nigeria.

1. Register with the Corporate Affairs Commission (CAC)

The Corporate Affairs Commission (CAC) is responsible for business incorporation in Nigeria under the Companies and Allied Matters Act (CAMA) 2020.

Key Requirements for Foreign Companies:

  • Proposed and alternative company names
  • Company objectives (must not include items on the NIPC’s negative list)
  • Company type (Private or Public)
  • Minimum share capital: ₦100,000,000
  • Registered business address
  • Details of directors and shareholders (including shareholding percentages)

You can register a foreign company with complete foreign ownership however such a company must appoint a Nigerian Secretary.

Only accredited CAC agents (lawyers, chartered secretaries, accountants) can handle company registration.

Once approved, CAC will issue:

  • Certificate of Incorporation
  • Status Report
  • Memorandum & Articles of Association

2. Tax Registration with the Federal Inland Revenue Service (FIRS)

Upon incorporation, the foreign company receives a Tax Identification Number (TIN). However, you must also:

  • Visit the assigned FIRS tax office
  • Register your TIN on TaxPro Max for VAT and Corporate Income Tax compliance

3. Register with the Nigerian Investment Promotion Commission (NIPC)

The NIPC is mandated to register all companies with foreign participation.

Key Benefits:

  • Access to government incentives
  • Protection of foreign investments
  • Elimination of restrictive investment barriers

Per the NIPC Act, registration is compulsory for foreign-owned entities operating in Nigeria.

4. Obtain Business Permit, Expatriate Quota & CERPAC

These permits are required from the Ministry of Interior before a foreigner or foreign company can commence operations:

4.1. Business Permit

Required under Section 36 of the Immigration Regulation 2017. It grants legal permission to:

  • Practice a profession
  • Register or run a company
  • Operate any trade or business in Nigeria

A Business Permit is permanent once granted.

4.2. Expatriate Quota

Authorizes a company to employ foreign nationals. The quota is tied to specific job positions (not individuals).

4.3. CERPAC (Combined Expatriate Residence Permit and Alien Card)

This is the work and residence permit for foreigners. It is mandatory for any non-Nigerian director or employee who will reside and work in Nigeria.

SEE ALSO: How to get SEC license for Digital Asset Companies in Nigeria (2025)

5. Obtain Industry-Specific Licenses

Depending on your sector, foreign companies may require specialized regulatory licenses. Common industries requiring this include:

  • Oil & Gas (DPR/NUPRC)
  • Financial Services (CBN, SEC)
  • Telecommunications (NCC)
  • Real Estate (LASRERA)

Conclusion

Foreigners can legally establish wholly-owned companies or partner with Nigerian entities to do business in Nigeria. However, compliance with regulatory requirements is essential.

FAQs: Setting Up a Foreign Company in Nigeria

What is the minimum share capital for a foreign company in Nigeria?

₦100,000,000 (One Hundred Million Naira)

Can a foreigner be a director in a Nigerian company?

Yes. CAMA permits foreigners to be directors, provided they obtain a CERPAC for legal residency and work eligibility.

Which body regulates foreign business incorporation in Nigeria?

CAC handles incorporation, NIPC registers foreign participation, Ministry of Interior issues permits for foreign staff.

Why Choose Tcorporate?

At Tcorporate Legal Advisory, we specialize in Nigerian market entry by simplifying foreign company setup in Nigeria. With years of experience in corporate law, immigration, and regulatory compliance, we ensure your business is fully compliant from day one.

Contact Us

Let us manage the legal complexities, while you focus on business growth.

Phone: 0908 011 9980, 0908 011 9975, 0810 347 2195
Email: info@tcorporatelegaladvisory.com
Website: www.tcorporatelegaladvisory.com

Written by: Ogheneyoma Esther Ibuje LL.B, BL, ACIS
Legal Associate, Tcorporate Legal Advisory

Tabitha Onyinye  Uwakeme
Tabitha Onyinye  Uwakeme

Tabitha Onyinye Uwakeme is a corporate lawyer, regulatory advisor, and founder of TCorporate Legal Advisory, a firm transforming how African businesses access legal solutions. With offices in Abuja and Lagos. She has supported over 5,000 clients in navigating tax, regulatory, and business law complexities. A member of the Nigerian Bar Association and an Associate of the Chartered Institute of Taxation of Nigeria, Tabitha brings nearly a decade of experience in simplifying compliance for startups, multinationals, and public institutions. She also hosts Law on the Street, a vox pop program that breaks down legal concepts for everyday Nigerians, and leads free legal empowerment sessions to promote business growth through knowledge

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