How to Register a Company in Nigeria

Choose the Nigerian company route before filing

For an overseas founder planning an ordinary trading or services subsidiary, begin by assessing a Nigerian private company limited by shares. This guide follows that route. A business-name registration, a public company, a nonprofit structure and a free-zone project require different analysis. Describe the actual revenue-generating activities before selecting the form.

A company incorporated abroad does not automatically acquire the right to operate a Nigerian branch. CAMA sections 78–80 generally require a separate Nigerian incorporation, subject to defined exemptions. An exemption is a distinct approval route, not a shortcut created by having an overseas registration certificate.

A private company can have one member, but a foreign shareholder changes the officer analysis. The Companies Regulations exclude an alien member from small-company qualification; CAMA requires at least two directors and a secretary for companies outside the small-company exception. One shareholder does not mean one director. Appoint eligible individuals and identify who will maintain the company’s records.

Check the ownership and sector conditions before reserving a name. Full foreign ownership is generally possible in many activities, but the activity can introduce restrictions, minimum capital or consent requirements. CAC’s published checklist identifies businesses for which approval in principle is needed before incorporation. A financial-services project should therefore establish its regulator route before submitting a generic services company.

Set the capital and payment plan without confusing the two

For foreign investment, the Federal Ministry of Finance investor guide identifies a ₦100 million minimum share-capital requirement. The Ministry of Interior handbook separately states an issued or paid-up capital threshold of at least ₦100 million for a business permit. Confirm the incorporation and permit treatment for your proposed activity; a sector can impose a higher requirement.

Issued capital , money paid into the company and government charges are different amounts. Set out the shares allocated to each subscriber, their nominal value, and amounts paid or unpaid. CAMA’s capital statement distinguishes those items. Do not describe ₦100 million as a government fee or assume that recording an issue alone supplies all funding evidence required by Interior.

The CAC fee gazette dated 29 May 2025 lists ₦10,000 per ₦1 million or part for private-company incorporation and ₦1,000 for ordinary name reservation. Applied to a ₦100 million issue, that formula gives 100 × ₦10,000 + ₦1,000 = ₦1,001,000 in CAC charges. This is a dated statutory subtotal, excluding stamp duty, permit charges, professional work, bank costs and operating capital.

Reconcile the payable assessment before authorising payment. At the 5 November 2026 review, CAC’s linked fee download still displayed older figures. Retain the current application assessment and ask CAC to explain a discrepancy with the newer gazette. This example is neither an all-in setup quote nor an HSJGlobal service price; any professional engagement needs its own scope and tax treatment.

Prepare the CAC inputs by person and document category

Build one set of company particulars, then add documents only when the applicant’s circumstances trigger them. Names, holdings, addresses and objects should match throughout. The CAC operations checklist supports the distinctions below, but its older ₦10 million foreign-capital entry should not be used for current planning in place of the later official guidance.

Do not treat an ordinary company filing as a universal demand for notarisation of every passport. CAC’s stated translation rule addresses non-English documents; an additional certification request needs its own basis. Likewise, a Nigerian service address for a foreign person should not silently become a representation that the person resides in Nigeria.

Prepare the ownership chain early. Under the Persons with Significant Control Regulations 2022 , the disclosure concerns natural people who ultimately own or control the company. At least 5% of shares or voting rights is a reportable route; appointment rights or significant influence can also matter. A corporate shareholder is not the end of that assessment.

How to register a company in Nigeria through CAC

Complete the registry work through the official CAC route after resolving the structure, capital and conditional consents. The CAC company-registration page currently directs applicants to its digital Company Registration Portal and describes the following filing sequence. Start from that authority page so an outdated saved portal address does not determine your application route.

1. Check the proposed name’s availability, then submit the formal reservation. Keep the approval and reservation reference with the company instructions. A preliminary availability result is not incorporation.
2. Complete the digital pre-registration particulars. Enter the approved name, form, registered office, business objects, officers, subscribers and capital information. Review each role separately when one founder holds several roles.
3. Provide the supporting documents and ownership disclosures. Compare the final uploaded memorandum and articles with the share allocations and control rights entered in the application.
4. Pay the assessed filing and statutory stamp-duty charges through the official payment route. Save the payment references against the application rather than treating a bank debit as proof of CAC acceptance.
5. Monitor the application for a query and respond to the stated issue. A change to the name, capital or activity may require corresponding changes in the documents; keep those changes consistent.
6. When approved, download the electronic certificate and certified extract or official company record supplied through the portal. Reconcile the registered name, registration number, incorporation date, officers and share particulars with the approved instructions.

A submitted application and a payment receipt are not the incorporation certificate. Save the issued documents in a company-controlled location and preserve the final application version. The certificate establishes the entity milestone; it does not resolve the foreign-investment or operating permissions that follow.

CAC’s current filing FAQ specifies JPEG or PNG for pictures and signatures, PDF for documents and a maximum upload size of 5 MB. It also provides payment-status checks when a debit is not reflected. Use that reconciliation route before making a duplicate payment; keep the relevant reference and correspondence.

Build the post-incorporation workstreams around the certificate

After CAC incorporation, organise tax identity, banking and funding evidence alongside investment registration and permission to operate. Some preparation can run in parallel; the supporting evidence for an individual application determines what must finish first. Do not schedule a regulated launch around the certificate’s arrival alone.

Retrieve the company’s Tax ID through the NRS and JRB portal , using the corporate route and company registration details. The current system uses a 13-digit Tax ID and has applied since 1 January 2026. Older guidance referring only to FIRS or an earlier TIN should be reconciled with the current Nigeria Revenue Service identity record.

Tax identity is a separate completion point. Confirm the company name and registration details attached to the number, then establish the tax accounts, filings and payroll arrangements relevant to the real activity. A Tax ID is not a tax-clearance certificate, a tax exemption or evidence that all returns are complete. This guide does not calculate the company’s tax liability.

Prepare banking and funding before the permit application needs supporting financial evidence. Agree the remittance route and evidence with the receiving bank, including the Certificate of Capital Importation where applicable. Do not assume a CAC capital entry produces a bank certificate. Account opening and acceptance of the funding documents require their own checks.

Complete NIPC registration and the Interior business permit

Foreign-equity participation introduces separate investment and business-permit obligations. NIPC’s current investor FAQ requires enterprises with foreign participation to register with the Nigerian Investment Promotion Commission. Incorporate first so the Nigerian entity’s certificate and constitutional records exist; arrange registration before commencing the relevant business.

NIPC’s core list includes the certificate, memorandum and articles, and a CAC status report or record showing shareholding. A consultant needs the appropriate power of attorney or authorisation. Other evidence depends on the investment and application stage, including capital inflow, existing-company accounts or sector approvals. Confirm the current list with NIPC or its One-Stop Investment Centre instead of mixing every historical form number into the initial CAC checklist.

The Ministry of Interior grants the business permit for a company with foreign participation. NIPC registration does not replace the Interior permit. Interior’s handbook calls for company records, a business plan or profile where applicable, premises evidence, funding and bank evidence, tax-clearance documentation and relevant sector permissions. Confirm how a newly incorporated company must satisfy the tax-clearance requirement before lodging its first permit application.

The dependency can run in more than one direction. A sector approval in principle may be needed before CAC, while an operating licence may require the incorporated entity and then become supporting evidence for Interior. Record the specific regulator’s sequence. Do not turn a convenient project plan into a claim that every Nigerian business obtains every approval in one fixed order.

Set the operating start date from the remaining approvals

The operating date depends on what remains after entity formation. Identify the activity regulator, state and local authorities for the actual premises, products and workforce. Financial services, food or drug activities, and other regulated operations need their own authority route; a broad company object does not grant that permission.

An expatriate quota is conditional on employing foreign nationals in the relevant positions. It is separate from the company’s business permit and from the individual’s immigration and work or residence permission. Share ownership alone is not permission for the founder to work in Nigeria. Define the person’s intended role before starting the immigration workstream.

Use four scheduling columns: founder preparation, CAC processing, responses to queries, and post-incorporation approvals. Corporate documents, translations, officer decisions and funding can delay the first filing; a regulator or premises inspection can determine the later launch date. No overall approval time is promised here. Obtain current processing information from each authority for the complete application you will actually submit.

Assign continuing responsibility when the company is formed: annual returns, accounting and tax records, officer and address changes, and ownership disclosures. A PSC must notify the company within seven days of becoming such a person under the 2022 regulations; the company’s onward CAC notification is a separate duty. Record the applicable filing deadlines rather than postponing every change until the annual return.

Choose the next filing from a launch-readiness review

To register a company in Nigeria effectively, approve the company design first, complete the CAC entity filing, and close each remaining tax, investment, permit and operating dependency. Keep a simple milestone sheet: responsible person, authority, prerequisite, current status and issued evidence. An unresolved prerequisite should have an owner and a concrete next action.

For a foreign-owned services subsidiary, that sheet should answer whether prior sector consent is needed, whether the capital and officer arrangements fit the route, and which post-incorporation evidence must exist before trading or hiring. If a proposed activity changes, revisit those questions before adding it to the filing.

The international registration guide for foreign founders provides broader jurisdiction-comparison context. Apply Nigerian authority requirements to this filing rather than importing another country’s resident-director, capital or licence rules.

HSJGlobal’s global company-formation overview describes its published general offering. Confirm Nigeria availability, the responsible local professional and the precise engagement before relying on support for this route. Bring the proposed activity, owners, officer plan and milestone sheet to that discussion so the next action concerns a defined application.