Minimum Share Capital Requirements for Businesses in Nigeria - PUKKA Logistics and Support Services Ltd

Minimum share capital requirements for businesses in Nigeria (2026 Update)

Understanding minimum share capital requirements is crucial when registering a business in Nigeria. Whether you’re starting a fintech company, opening a consultancy, or establishing a financial institution, knowing the exact capital requirement for your industry can save you time, prevent registration delays, and ensure compliance with the Corporate Affairs Commission (CAC) and sector regulators.

This comprehensive guide covers everything you need to know about minimum share capital for businesses in Nigeria, including the core requirements under the Companies and Allied Matters Act (CAMA) 2020, the latest 2026 industry-specific thresholds from regulators such as the CBN, SEC, and NAICOM, and special provisions for foreign-owned companies.

What Is Minimum Share Capital?

Minimum share capital refers to the lowest monetary value of shares that a company must declare when registering with the Corporate Affairs Commission (CAC) in Nigeria. It represents the initial financial commitment of shareholders to the business and serves as a measure of the company’s financial foundation.

Key Points About Share Capital:

1. Declaration vs. Payment: Share capital is what you declare during registration, not necessarily what you must immediately deposit in a bank account. However, some regulated industries require proof of paid-up capital before obtaining operational licenses.

2. Financial Credibility: Your declared share capital affects your company’s credibility with banks, investors, suppliers, and potential clients. Higher share capital often signals stronger financial backing.

3. Industry Compliance: Certain industries have mandatory minimum capital requirements set by regulatory bodies like the Central Bank of Nigeria (CBN), Securities and Exchange Commission (SEC), and National Insurance Commission (NAICOM).

4. Business Growth: The share capital you choose can impact your ability to bid for contracts, secure financing, and scale your operations.

CAMA 2020: What Changed for Share Capital Requirements?

The Companies and Allied Matters Act (CAMA) 2020 introduced several reforms to Nigeria’s company registration framework, replacing CAMA 1990. While the basic minimum share capital requirements remained largely unchanged, CAMA 2020 brought greater clarity and flexibility to company formation.

Major Changes Include:

Simplified Registration Process: CAMA 2020 streamlined the registration process, making it easier for entrepreneurs to incorporate companies
Enhanced Flexibility: Companies now have more flexibility in share structure and capital allocation
Digital Integration: The CAC has embraced digital filing and online registration, speeding up the incorporation process
Clearer Guidelines: The Act provides clearer guidance on share capital requirements for different company types

Despite these changes, the fundamental minimum share capital thresholds for private and public companies have remained consistent with previous regulations.

General Minimum Share Capital Requirements in Nigeria

For most businesses in Nigeria, the minimum share capital requirement depends on whether you’re registering a private or public company.

Private Limited Company (Ltd)

Minimum Share Capital: ₦100,000 (One Hundred Thousand Naira)

A private limited company is suitable for small to medium-sized businesses, startups, and professional service providers. Key characteristics include:

Minimum of 2 members (shareholders)
Maximum of 50 members
Restricted share transferability
Most common business structure in Nigeria

Public Limited Company (Plc)

Minimum Share Capital: ₦2,000,000 (Two Million Naira)

A public limited company is designed for larger enterprises that may seek public investment. Features include:

Minimum of 2 members
No maximum number of members
Shares can be freely transferred
Can offer shares to the public
More stringent reporting requirements

Business Name Registration

Minimum Capital: No minimum capital requirement

If you’re registering a business name (sole proprietorship or partnership) rather than a limited company, there is no minimum capital requirement. However, business names offer no limited liability protection.

Comprehensive Industry-Specific Share Capital Requirements

Different industries in Nigeria have specific minimum share capital requirements set by their regulatory authorities. These requirements ensure that businesses in sensitive sectors have adequate financial capacity to operate safely and meet their obligations.

Banking and Financial Institutions (Regulated by CBN)

The banking sector has the highest capital requirements in Nigeria to ensure financial stability and depositor protection.

Commercial Banks

Regional Authorization: ₦10,000,000,000 (₦10 Billion)
National Authorization: ₦25,000,000,000 (₦25 Billion)
International Authorization: ₦50,000,000,000 (₦50 Billion)

Specialized Banks

Merchant Bank: ₦15,000,000,000 (₦15 Billion)
Non-Interest Bank (Regional): ₦5,000,000,000 (₦5 Billion)
Non-Interest Bank (National): ₦10,000,000,000 (₦10 Billion)

Microfinance Banks

Unit Microfinance Bank (Tier 2): ₦50,000,000 (₦50 Million)
Unit Microfinance Bank (Tier 1): ₦200,000,000 (₦200 Million)
State Microfinance Bank: ₦1,000,000,000 (₦1 Billion)
National Microfinance Bank: ₦5,000,000,000 (₦5 Billion)

Other Financial Institutions

Primary Mortgage Institution: ₦2,000,000,000 (₦2 Billion)
Finance Company: ₦20,000,000 (₦20 Million)
Bureau De Change: ₦35,000,000 (₦35 Million)

Fintech and Payment Service Providers (Regulated by CBN)

Nigeria’s growing fintech sector has specific capital requirements based on service type.

Payment Service Bank (PSB): ₦5,000,000,000 (₦5 Billion)
Mobile Money Operator (MMO): ₦2,000,000,000 (₦2 Billion)
Switching and Processing: ₦2,000,000,000 (₦2 Billion)
Payment Solution Services (PSS): ₦250,000,000 (₦250 Million)
Payment Terminal Service Provider (PTSP): ₦100,000,000 (₦100 Million)
Payment Solutions Service Provider (PSSP): ₦100,000,000 (₦100 Million)
Super Agent: ₦50,000,000 (₦50 Million)

Insurance and Reinsurance (Regulated by NAICOM)

The insurance industry requires substantial capital to ensure companies can meet their obligations to policyholders.

Insurance Companies

Life Insurance: ₦8,000,000,000 (₦8 Billion)
General Insurance: ₦10,000,000,000 (₦10 Billion)
Composite Insurance: ₦18,000,000,000 (₦18 Billion)
Reinsurance: ₦20,000,000,000 (₦20 Billion)
Takaful Insurance (Islamic): ₦200,000,000 (₦200 Million)

Insurance Intermediaries

Insurance Broker: ₦5,000,000 (₦5 Million)

Microinsurance Companies

Unit Microinsurer: ₦40,000,000 (₦40 Million)
State Microinsurer: ₦100,000,000 (₦100 Million)
National Microinsurer: ₦600,000,000 (₦600 Million)
Life Microinsurance: ₦150,000,000 (₦150 Million)
General Microinsurance: ₦200,000,000 (₦200 Million)

Capital Market Operations (Regulated by SEC) — Updated 2026

Companies operating in Nigeria’s capital markets must meet revised minimum capital requirements following the SEC’s recent regulatory update, with compliance required by June 30, 2027.

Core Regulated Functions

Broker (Client Execution Only): ₦600,000,000
Dealer (Proprietary Trading Only): ₦1,000,000,000
Broker-Dealer (All Services): ₦2,000,000,000
Sub-Broker (Digital): ₦100,000,000
Sub-Broker (Corporate): ₦50,000,000
Sub-Broker (Individual): ₦10,000,000
Inter-Dealer Broker: ₦2,000,000,000

Fund and Portfolio Management Services

Tier 1 – Full Scope Portfolio Manager: ₦5,000,000,000
Tier 2 – Limited Scope Portfolio Manager: ₦2,000,000,000
Private Equity Fund Manager: ₦500,000,000
Venture Capital Fund Manager: ₦200,000,000

Non-Core Capital Market Functions

Issuing House (Tier 1 Advisory Only): ₦2,000,000,000
Issuing House (With Underwriting): ₦7,000,000,000
Rating Agency: ₦500,000,000
Registrar: ₦2,500,000,000
Trustee: ₦2,000,000,000
Underwriters: ₦5,000,000,000
Investment Adviser (Corporate): ₦50,000,000
Investment Adviser (Individual): ₦10,000,000

Market Infrastructure Institutions

Central Counterparty (CCP): ₦10,000,000,000
Clearing & Settlement Company: ₦5,000,000,000
Composite Securities Exchange: ₦10,000,000,000
Non-Composite Securities Exchange: ₦5,000,000,000
Trade Repository: ₦150,000,000

Consultants and Market Support Services

Capital Market Consultant (Corporate): ₦25,000,000
Capital Market Consultant (Partnership): ₦10,000,000
Capital Market Consultant (Individual): ₦2,000,000
Robo Adviser: ₦100,000,000
Crowdfunding Intermediary: ₦200,000,000

Virtual Asset Service Providers (VASPs)

Ancillary VASP: ₦300,000,000
Digital Assets Offering Platform (DAOP): ₦1,000,000,000
Digital Asset Intermediary (DAI): ₦500,000,000
Digital Asset Platform Operator (DAPO): ₦500,000,000
Real-World Asset Tokenization Platform (RATOP): ₦1,000,000,000
Digital Asset Exchange (DAX): ₦2,000,000,000
Digital Asset Custodian: ₦2,000,000,000

Commodity Market Operators

Tier 1 Collateral Management Company (Local/Regional): ₦200,000,000
Tier 2 Collateral Management Company (National/International): ₦500,000,000
Commodity Broker/Dealer: ₦50,000,000
Commodity Broker: ₦30,000,000
Commodity Dealer: ₦20,000,000
Warehousing Operator: ₦500,000,000

Other SEC-Regulated Entities

Non-Bank Custodian: ₦50,000,000,000 + 0.1% of AUC
Nominee Company: ₦5,000,000

Pension Fund Administration (Regulated by PENCOM)

Pension Fund Administrator: ₦5,000,000,000 (₦5 Billion)
Pension Fund Custodian: ₦2,000,000,000 (₦2 Billion)
Closed Pension Fund Administrator: ₦500,000,000 (₦500 Million)

Asset Management and Investment

Asset Management Company: ₦300,000,000 (₦300 Million)
Venture Capital Manager: ₦20,000,000 (₦20 Million)

Aviation Industry (Regulated by NCAA)

Aviation businesses require substantial capital due to operational complexity and safety requirements.

Air Transport (International): ₦2,000,000,000 (₦2 Billion)
Air Transport (Regional): ₦1,000,000,000 (₦1 Billion)
Air Transport (Local): ₦500,000,000 (₦500 Million)
Ground Handling Services: ₦500,000,000 (₦500 Million)
Air Ambulance/Fumigation/Private Jet: ₦20,000,000 (₦20 Million)
Aviation Training Institutions: ₦2,000,000 (₦2 Million)

Maritime and Shipping (Regulated by NIMASA)

Shipping Company/Agent: ₦25,000,000 (₦25 Million)
Cabotage Trade: ₦25,000,000 (₦25 Million)
Freight Forwarding: ₦5,000,000 (₦5 Million)

Healthcare Services (Regulated by NHIA)

Health Maintenance Organizations (HMOs) must demonstrate financial capacity to provide healthcare services.

HMO (National Coverage): ₦400,000,000 paid-up (₦400 Million)
HMO (Regional Coverage): ₦200,000,000 paid-up (₦200 Million)
HMO (State Coverage): ₦100,000,000 paid-up (₦100 Million)

Travel and Tourism

Travel and Tours Company: ₦30,000,000 (₦30 Million)
Agents of Foreign Airlines: ₦1,000,000 (₦1 Million)

Gaming and Entertainment

Sports Lottery: ₦30,000,000 (₦30 Million)
Lottery Company: ₦5,000,000 (₦5 Million)

Security Services

Private Security Company/Consultant: ₦10,000,000 (₦10 Million)

Agriculture

Agricultural Seed Production/Processing/Marketing: ₦10,000,000,000 (₦10 Billion)

Minimum Share Capital Requirements for Foreign-Owned Companies

Foreign participation in Nigerian businesses is subject to special minimum share capital requirements.

Foreign Company Minimum Share Capital: ₦100,000,000 (₦100 Million)

This requirement applies to any company with foreign participation, including:

Companies with foreign shareholders (regardless of percentage ownership)
Companies with foreign directors
Companies where foreigners have any equity interest

Important Clarifications:

1. The ₦100 Million Rule: This requirement stems from the Nigerian Investment Promotion Commission (NIPC) Act and the Immigration Act’s regulations on business permits and expatriate quotas. Any foreign participation triggers this threshold.

2. CAC Fees: The ₦100 million minimum means you’ll pay CAC registration fees based on this capital amount, even if you’re only declaring the minimum.

3. 100% Nigerian Exception: If your company is 100% Nigerian-owned (both shareholders and directors), the standard minimum share capital requirements apply (₦100,000 for private companies).

Frequently Asked Questions (FAQ)

1. Do I need to have the minimum share capital in my bank account before registration?

For standard company registration with the CAC, you don’t need proof of payment. However, certain regulated industries (banking, insurance, aviation) require proof of paid-up capital before issuing a license. Additionally, foreign companies may need bank statements for expatriate quota applications.

2. Can I register a company with more than the minimum share capital?

Yes, and it’s often advisable. Higher share capital can enhance your company’s credibility, help you win contracts, and facilitate bank financing. Many companies declare ₦1 million, ₦5 million, or ₦10 million for standard businesses to appear more established.

3. Can I change my share capital after registration?

Yes, you can increase or decrease your company’s share capital by filing the appropriate forms with the CAC. Increasing share capital requires passing a special resolution, while decreasing capital requires CAC approval and sometimes court orders.

4. What happens if I declare share capital below the industry minimum?

The CAC will reject your application or your industry regulator will refuse to issue your operational license. You must meet the minimum requirement for your specific industry.

5. Does a sole proprietorship or business name need minimum share capital?

No, business names (sole proprietorships and partnerships) do not require minimum share capital because they are not separate legal entities. However, they offer no limited liability protection.

6. Are these requirements the same across all Nigerian states?

Yes, CAC requirements are federal and apply nationwide. However, some states may have additional requirements for state-specific licenses or permits.

7. What if I’m registering a non-profit organization or NGO?

NGOs and not-for-profit companies incorporated as companies limited by guarantee have no minimum share capital requirement. Instead, they are based on members’ guarantees.

8. Can foreign companies register with less than ₦100 million if they’re not seeking work permits?

In theory, if a foreign-owned company registers but doesn’t apply for expatriate quotas or business permits for foreign nationals, the standard minimums might apply. However, the CAC increasingly applies the ₦100 million requirement to all foreign-owned entities. Consult with a corporate lawyer to assess your specific situation.

9. What is the minimum capital for a tech startup in Nigeria?

For general tech companies (SaaS, e-commerce, app development), the minimum standard is ₦100,000. However, if you’re building fintech or health tech that requires regulatory licensing, you must meet industry-specific minimums (which can range from ₦50 million to ₦5 billion depending on the service).

10. Is there a maximum share capital limit?

No, there is no maximum limit. You can declare any amount as your share capital. However, remember that CAC registration fees increase with higher share capital.

Conclusion: Choosing the Right Share Capital for Your Nigerian Business

Selecting the appropriate minimum share capital for your business in Nigeria requires balancing regulatory compliance, industry requirements, business credibility, and your financial capacity.

Next Steps:

Identify Your Industry: Determine which regulatory body governs your business sector
Verify Current Requirements: Double-check with the CAC or your industry regulator for the most up-to-date requirements
Plan Your Capital Structure: Decide on the number of shares and their nominal value
Prepare Required Documents: Gather necessary documents including shareholder information, registered office address, and company particulars
Engage Professional Help: Consider working with corporate lawyers or business registration firms to ensure compliance

Understanding minimum share capital requirements is just one aspect of company registration in Nigeria. Ensure you also comply with tax registration, sector-specific licensing, and post-incorporation requirements to operate legally.

Whether you’re launching a startup, establishing a fintech company, or expanding internationally into Nigeria, proper capital planning sets the foundation for your business success. The minimum share capital for businesses in Nigeria varies significantly by industry, so take time to understand your specific requirements before beginning the registration process.

This article is provided for information purposes only and does not constitute legal advice. For more information or to seek further advice on the contents of this article, we invite you to contact us. We will be delighted to provide additional details and guidance. For further enquiries, kindly send us a message.

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