How to Register a Foreign Company in Nigeria(2026 Update)

This is the most complete guide on how to register a foreign company in Nigeria in 2026.

Introduction

Registering a foreign company in Nigeria in 2026 has never been easier, with e-CAC portals, the new Expatriate Administration System (EAS), updated NIPC incentives, and AfCFTA-driven FDI expected to rise, now is the perfect time to establish your Nigerian entity. Nigeria remains one of Africa’s most attractive destinations for foreign investment, this is largely due to the massive consumer base, expanding digital economy, and strategic access to regional markets.

Under the Companies and Allied Matters Act (CAMA 2020), every business operating in the country, either local or foreign, must be incorporated with the Corporate Affairs Commission (CAC). For foreign investors, registration with the Nigerian Investment Promotion Commission (NIPC) is also mandatory to secure business recognition and investment protection.

This article provides a clear, up-to-date roadmap of the process, from pre-incorporation planning and name reservation to NIPC certification and post-registration compliance. Following these procedures will help you enter Nigeria’s market confidently and in full regulatory compliance.

After incorporation, every foreign company (including 100% foreign-owned entities) must obtain a Business Permit. See our full guide: How to Get a Business Permit in Nigeria 2026

Understanding Foreign Company Registration in Nigeria

Under the Companies and Allied Matters Act 2020 (CAMA 2020), a company incorporated outside Nigeria must register a foreign-owned company in Nigeria and establish a locally registered entity before carrying on business in the country. This legal requirement forms the foundation of how to register a foreign company in Nigeria for any international business seeking market entry. One-off transactions are exempt; continuous operations are not.

Key 2026 clarification: “Carrying on business” now includes having Nigerian customers, employees, an office, or a bank account—even if your headquarters remains abroad. The CAC and Ministry of Interior enforce this strictly through the digital EAS portal.

Attempting to operate without first completing business registration in Nigeria and local incorporation risks severe penalties: heavy fines, frozen bank accounts, and deportation of expatriate staff.

In practical terms, this means: If you’re an international investor launching a fintech, e-commerce, or any service-based company, understanding how to register a foreign company in Nigeria through the Corporate Affairs Commission (CAC) is mandatory before onboarding your first Nigerian client.

Exceptions do exist; CAMA allows certain foreign companies to operate under exemption (e.g., government-invited projects or short-term contracts), but these are extremely limited and subject to strict conditions and pre-approval. 

Benefits of Doing Business in Nigeria

For foreign-owned companies, establishing a presence in Nigeria unlocks regional reach, market access, and diversified growth potential—making it essential to understand how to register a foreign company in Nigeria before entering the market. Below are reasons you should invest in Nigeria today.

• Massive domestic market – With more than 200 million people, Nigeria provides a broad consumer base and regional gateway.
• Access to regional trade – Nigeria’s membership of ECOWAS and the AfCFTA means your business gains exposure to neighbouring West African markets.
• Talent and innovation potential – A young workforce, rising digital adoption, and a growing tech ecosystem make Nigeria attractive for value-added services and scalable ventures.
• Natural resources and infrastructure opportunities – From agriculture to minerals to renewable energy, Nigeria’s wealth of resources offers foreign investors value-chain entry points.
• 100% foreign ownership is allowed in almost all sectors in Nigeria. However, there are strict exceptions where full foreign ownership is either prohibited entirely (the “negative list”) or limited by local participation requirements.

Minimum Share Capital for Foreign Company in Nigeria (2026 Requirement)

As of 2026, any company with foreign shareholding (even 1%) must have a minimum paid-up share capital of ₦100,000,000 (One Hundred Million Naira). This financial requirement is one of the most critical steps in how to register a foreign company in Nigeria.

This rule is strictly enforced by the CAC during incorporation and by NIPC during registration. Applications below ₦100 million are rejected outright.

You must show evidence of the ₦100 million at the point of CAC filing (usually a bank reference letter or share allotment statement). If the funds are wired from abroad, your bank will also issue a Certificate of Capital Importation (CCI), another mandatory component of how to register a foreign company in Nigeria as a foreign investor.

Additionally, you will pay ₦750,000 stamp duty (0.75% of the ₦100 million share capital) to FIRS.

100% Nigerian-owned companies remain at the old minimums (₦100,000 for private companies), but the moment any foreign equity enters, the ₦100 million threshold applies immediately.

This is currently the single strictest requirement for foreign investors in Nigeria and shows no sign of being reduced in 2026.

Key Regulatory Agencies for Registering a Foreign Company in Nigeria

Setting up a foreign company in Nigeria involves interaction with several key regulatory bodies. Each agency plays a crucial role in ensuring legal compliance, operational transparency, and adherence to Nigeria’s investment framework. Understanding their responsibilities helps investors navigate the process efficiently and avoid costly delays.

Regulatory Agency	Primary Function	Key Documents/Outputs	Why It Matters
Corporate Affairs Commission (CAC)	Oversees company registration and incorporation under the Companies and Allied Matters Act (CAMA) 2020.	Certificate of Incorporation, Status Report, and Memorandum & Articles of Association.	This is the first step in establishing legal identity and corporate existence in Nigeria.
Nigerian Investment Promotion Commission (NIPC)	Registers foreign-owned companies and issues investment certificates under the NIPC Act.	NIPC Registration Certificate	Provides recognition as a foreign investor and grants access to investment incentives and legal protections
Federal Inland Revenue Service (FIRS)	Manages tax registration and collection, including Company Income Tax (CIT) and Value Added Tax (VAT)	Tax Identification Number (TIN), VAT Registration Confirmation	Ensures compliance with Nigeria’s tax laws and enables lawful financial operations
Ministry of Interior	Issues Business Permits and Expatriate Quotas to foreign-owned entities seeking to employ expatriates	Business Permit, Expatriate Quota Approval	Allows companies to hire and retain foreign professionals legally
Nigerian Immigration Services (NIS)	e-CERPAC issuance	Combined Expatriate Residence Permit & Aliens Card
Sector-Specific Regulators (e.g., CBN, NERC, NCC)	Provide operational licences for regulated industries such as finance, energy, and telecommunications	Sector-Specific Licence or Operational Permit	Ensures compliance with industry-specific laws before commencing operations

Pre-Registration Requirements for Foreign Investors in 2026

Before a foreign business in Nigeria begins the incorporation process, some foundational steps must be completed. These requirements form the groundwork for how to register a foreign company in Nigeria successfully. Ensuring that these elements are in place upfront not only eases registration but also aligns you with regulatory expectations under the Corporate Affairs Commission (CAC), the Nigerian Investment Promotion Commission (NIPC), and other oversight bodies.

1. Business Plan and Feasibility Study

Required for NIPC registration and Expatriate Quota applications.

Regulators now actively review these documents, especially when foreign capital is involved, so include market size, revenue projections, funding structure, and job-creation plans as part of how to register a foreign company in Nigeria.

2. Nigeria’s Physical Address

Must be a physical or serviced office in Nigeria (P.O. boxes no longer accepted).

You must have a verifiable business address in Nigeria. This registered office serves as your legal point of contact for regulators, banks, and tax authorities.

3. Directors (Local and Foreign Mix)

At least two directors are required. While both may be foreign nationals, having at least one Nigerian resident director is advisable for operational ease, especially for bank account setup and regulatory correspondence.

4. Minimum Share Capital

For businesses with foreign participation, the current regulatory expectation is a minimum share capital of ₦100,000,000 (One Hundred Million Naira). Although some legal commentary notes that official regulations remain under review, companies with foreign equity are already being required to meet this amount.

Step-by-Step: How to Register a Foreign Company in Nigeria

Below is the exact step-by-step process of how to register a foreign company in Nigeria right now

1. Reserve your company name (CAC).

Submit two or three name options on the Corporate Affairs Commission portal (pre.cac.gov.ng). Approval usually takes hours to a day. If a name is rejected, you may try alternatives immediately.

2. Prepare Memorandum & Articles of Association (MEMART)

Your lawyer drafts the company’s constitution: objects clause, share structure, director powers, etc.  

Must explicitly state at least ₦100 million authorised and paid-up share capital for foreign participation.

3. File Incorporation Documents (CAC Company Registration Portal – CRP) 

Upload via crp.cac.gov.ng:  

• Signed MEMART  
• Form CAC 1.1 (Application for Registration)  
• Directors’ IDs (international passport and proof of address)  
• Evidence of ₦100M share capital (bank reference or allotment statement)  
• Proof of Nigerian registered office (utility bill or lease)  
• Processing time: Typically 3–7 business days once payment is confirmed.

4. Pay Stamp Duty & Incorporation Fees

Stamp duty = 0.75% of ₦100M share capital → ₦750,000 (paid to FIRS via Remita).  

CAC filing fee: ₦60,000–₦150,000 depending on share capital band.  

5. Receive Certificate of Incorporation

Delivered electronically to your CAC dashboard.  

This is your legal birth certificate, you now exist as a Nigerian company (e.g., “ABC Nigeria Ltd”).

At this point you’ve successfully completed the core incorporation stage of how to register a foreign company in Nigeria, you now legally exist as a Nigerian entity

6. Obtain Tax Identification Number (TIN) & VAT Registration

Now automatic: CAC shares data with FIRS → TIN generated instantly.  

VAT registration is also instant for companies above ₦25M turnover threshold.

7. Register with NIPC (Mandatory for Foreign Participation)

Log into osic.nipc.gov.ng → submit:  

• Certificate of Incorporation  
• MEMART  
• Form I (filled)  
• Business plan  
• Evidence of capital importation (if already brought in)  

Processing: Typically takes 5–14 days → receive NIPC Registration Certificate (critical for repatriation & incentives).

8. Open Corporate Bank Account & Import Capital

Any Tier-1 bank (GTBank, Zenith, Access, Stanbic, Standard Chartered).  

Bring Certificate of Incorporation, MEMART, directors’ IDs, BVN (for resident director).  

Wire minimum ₦100M (or part of it) from abroad → bank issues Certificate of Capital Importation (CCI) within 48 hours. This makes you eligible for capital repatriation. 

9. Apply for Business Permit + Expatriate Quota (EAS Portal) 

 Fully digital at eas.interior.gov.ng (launched 2025).  

• Business Permit: authorizes the company to operate with foreign ownership.  
• Expatriate Quota: specifies how many foreign staff you can bring (e.g., MD, Technical Director).  

Each quota position requires a job description and a Nigerian understudy plan.

Approval: Typically takes 4–8 weeks.

10. Secure e-CERPAC for Each Expatriate

Once the Expatriate Quota is approved:  

The expatriate applies for a Subject to Regularization (STR) visa at the Nigerian embassy/consulate in their home country.  On arrival in Nigeria, they complete the e-CERPAC application online at cerpac.immigration.gov.ng and Pay the official fee of USD $2,000 per person (valid for 1 year and renewable). 

Tax Obligations for Foreign Companies in Nigeria (New 2025 Tax Reforms)

If you’re running a foreign-owned business in Nigeria, navigating the tax regime has become especially important. In June 2025, the government signed the new tax reform laws, namely the Nigeria Tax Act (NTA) 2025 and its related bills. 

 These reforms introduced key changes such as a minimum effective tax rate (ETR) of 15% for large companies and a new 4% Development Levy on assessable profits. 

Company Income Tax and the New ETR

The statutory rate for Company Income Tax (CIT) remains at 30% for most companies. 

However, for companies that are part of a multinational group (or generate turnover above ₦50 billion), the law now requires that the effective tax paid must not fall below 15%. 

 If the tax paid is below this threshold, a top-up tax is triggered to meet the 15% minimum.

Value Added Tax (VAT) and Withholding Tax (WHT)

The VAT rate for goods and services remains at 7.5%. 

Foreign companies must register with the Federal Inland Revenue Service (FIRS) for VAT and Withholding Tax. Notably, interest earned on certain securities is now subject to a 10% withholding tax, a recent directive that impacts foreign investors holding Nigerian securities. 

Development Levy & Small-Company Exemption

Under the new framework, a 4% Development Levy applies to the assessable profits of companies (excluding “small companies” as defined by turnover thresholds). This replaces multiple overlapping levies previously in effect. 

NIPC Registration for Foreign Companies In Nigeria – Registration Requirements & Benefits

When setting up a foreign-owned company in Nigeria, registering with the Nigerian Investment Promotion Commission (NIPC) is not optional; it’s mandatory for any enterprise with foreign participation. Under the Nigerian Investment Promotion Commission Act 1995 (NIPC Act), Section 20 clearly states that an enterprise in which a foreigner participates “shall, before commencing business, apply to the Commission for registration.

Immediately after receiving your CAC Certificate of Incorporation, the next mandatory step in how to register a foreign company in Nigeria is obtaining NIPC registration.

Registration Requirements

Before your business begins operations, you’ll need to complete the NIPC registration process. The key documents include:

• A completed NIPC Form I. 
• Your company’s Certificate of Incorporation from the CAC. 
• Memorandum & Articles of Association (MEMART).
• Resolution or documentation showing foreign equity or shareholding structure.
• Business plan or project proposal, especially where incentives are sought.
• Once submitted and approved, the company receives an NIPC Registration Certificate, which certifies legal foreign participation and unlocks investor protections.

Key Benefits of Registering with NIPC

Registering with the NIPC brings significant advantages:

• Access to 100% foreign ownership in most sectors, under Sections 17 and 18 of the NIPC Act. 
• Guarantee of free transferability of dividends, profits, and capital in freely convertible currency. 
• Protection against expropriation, the company cannot be compulsorily taken over without fair compensation when properly registered. 
• Eligibility for investment incentives (for example, tax breaks or customs duty waivers) in strategic sectors. 

Business Permits, Expatriate Quota & Work Permits in Nigeria

No foreign company can legally operate or employ expatriates without first obtaining a Business Permit from the Federal Ministry of Interior. This stage comes immediately after completing the incorporation process under how to register a foreign company in Nigeria and represents the legal gateway for foreign participation in business operations. Applications are now fully digital through the Expatriate Administration System (EAS), an online portal that streamlines Business Permit, Expatriate Quota, and CERPAC (Combined Expatriate Residence Permit and Alien Card) processes.

After receiving the Business Permit, the company can apply for an Expatriate Quota, an official approval to employ foreign nationals in specific positions. Each role must include a detailed job description and a corresponding understudy plan showing how Nigerian employees will be trained to assume those roles in the future, as required by the Ministry’s updated policy.

Once a quota position is approved, the expatriate applies for a Subject to Regularisation (STR) Visa, which is later converted to a CERPAC by the Nigerian Immigration Service. This grants legal residency and work authorisation in Nigeria.

These coordinated procedures — Business Permit, Expatriate Quota, and CERPAC — form the foundation of lawful foreign participation in Nigeria’s labour and investment space, ensuring compliance with national employment and immigration standards.

Compliance After Registration (Post-Incorporation)

Completing your company registration in Nigeria is only the first step after understanding how to register a foreign company in Nigeria. Every foreign-owned business must comply with post-incorporation regulations to remain legally active and maintain investor credibility. These obligations, outlined by the Corporate Affairs Commission (CAC), Federal Inland Revenue Service (FIRS), and Ministry of Interior, help to ensure that your business operates transparently and stays eligible for government incentives.

1. File Annual Returns with CAC

All registered companies are required to file annual returns with the CAC to confirm ongoing operations. Late filing attracts penalties, and prolonged default may result in deregistration. (CAC Portal, 2026)

2. Obtain Business Permit & Expatriate Quota

Foreign investors employing non-Nigerian staff must secure a Business Permit and Expatriate Quota from the Federal Ministry of Interior. These documents authorise foreign participation and define the number of expatriate roles approved per organisation. (Ministry of Interior, 2026)

3. Register for PAYE and Pension

All employers must register with their State Internal Revenue Service for Pay-As-You-Earn (PAYE) tax deductions. In addition, employees should be enrolled in a pension plan approved by the National Pension Commission (PenCom). Both registrations confirm your company’s compliance with Nigeria’s employment and tax laws.

4. Submit Annual Financial Reports to FIRS

Registered companies must file annual financial statements and corporate tax returns to the Federal Inland Revenue Service (FIRS). Consistent reporting guarantees tax clearance eligibility, often required for contract bidding, expatriate renewals, or accessing incentives.

5. Renew NIPC Certificate if Required

The Nigerian Investment Promotion Commission (NIPC) may require renewal of your registration certificate if new capital is introduced, ownership changes, or business expansion occurs. Renewal ensures continued access to investment protections and fiscal benefits. 

Post-Incorporation Compliance Checklist 2026

Regulatory Body	Key Compliance Requirement	Frequency	Verification Source (2026)
CAC	File Annual Returns	Yearly	CAC Portal
FIRS	Submit Audited Financials & Tax Returns	Yearly	FIRS Official Guidelines
Ministry of Interior	Obtain/Renew Business Permit & Expatriate Quota	As Required	Ministry of Interior Portal
PenCom	Employee Pension Registration	Yearly	National Pension Commission
NIPC	Renewal or Update of NIPC Certificate	As Required	NIPC Registration Portal

Frequently Asked Questions (FAQ) – Foreign Company Registration Nigeria

Conclusion

Learning how to register a foreign company in Nigeria has never been more practical than it is in 2026. With the fully digital CAC portal, the streamlined NIPC registration system, the new Expatriate Administration System (EAS), and clear rules around the ₦100 million minimum capital, the entire process is now faster, more transparent, and more predictable than ever before.

From name reservation to receiving your Certificate of Incorporation, completing NIPC registration, importing capital, and securing the mandatory Business Permit and Expatriate Quota, every step is now handled online and follows a defined timeline. Foreign investors who understand and follow the correct sequence can achieve full legal presence and 100% ownership in most sectors with minimal delays.

Nigeria continues to combine one of Africa’s largest consumer markets with genuine 100% foreign ownership rights, direct access to ECOWAS and AfCFTA markets, and a rapidly improving digital regulatory environment. For anyone seriously looking how to register a foreign company in Nigeria and establish a long-term presence, 2026 offers the clearest and most efficient entry point in years.

Bookmark this guide, follow the steps exactly as outlined, and you’ll navigate the process confidently and in full compliance

For enquiries on how to register a foreign company in Nigeria, contact: PUKKA Solicitors – +2348058344034 – info@pukkalogistics.com.ng