How to set Up a Nigerian Subsidiary as a Foreign Investor: What the Process Actually Involves
A short guide to CAC and NIPC registration, the ₦100 million Share capital and the paperwork that lets you legally repatriate profits.
Foreign investors ask us a version of the same question: “Can I just register a company in Nigeria myself, or do I need special approval?” The answer is that you can, but a company with any foreign shareholding, even 1%, is not treated the same as a wholly Nigerian-owned one. It sits under a different capital rule, needs a second registration beyond the Corporate Affairs Commission, and has extra paperwork if you ever want to move your profits back out of the country. Here is the process, stripped to what matters.
The Five Things You Need, In Order
A Private Company Limited by Shares is the standard vehicle. You reserve a company name, then file incorporation documents through the CAC portal. The key difference from a local registration: any company with foreign participation must be capitalized at a minimum of ₦100 million in issued share capital not the ₦100,000 minimum that applies to a purely Nigerian-owned company.
STEP 2 Register with NIPC
The Nigerian Investment Promotion Commission registration is mandatory for any business with foreign ownership before you commence operations. This is what gives your company recognized status as a foreign-owned enterprise and access to investment protections under the NIPC Act.
STEP 3 Apply for a Business Permit and Expatriate Quota
If the company will be run or staffed by non-Nigerians, you’ll need a Business Permit and, separately, an Expatriate Quota through the Nigeria Immigration Service before any foreign national can legally work in the entity. Skipping this is a common trap for founders who plan to relocate and run the business themselves.
STEP 4 Bring in Your Capital Through a Certificate of Capital Importation (CCI)
This is the step people miss, and it’s the most consequential one. When you wire investment funds into Nigeria, your receiving bank must issue you a Certificate of Capital Importation by law, within 24 hours of the funds landing. The CCI is your only proof that the money came in as legitimate foreign investment, and it is the single document that later allows you to repatriate dividends, profits, and capital out of Nigeria in foreign currency. Without it, your money can effectively become trapped in the country.
STEP 5 Register for Tax and Open Corporate Accounts
Only after the above can you obtain your Tax Identification Number, register with the FIRS, and open a fully operational corporate bank account in the company’s name.
The Mistake That Costs the Most
Investors regularly wire their capital first and think about the paperwork later. If funds arrive before the CCI application is in motion, or through an unofficial channel, the bank may be unable to issue a valid certificate after the fact. The practical result: profits and capital sit in Nigeria with no lawful route back out, and unwinding that later through the banks and the Central Bank of Nigeria is far harder and slower than getting it right on day one.
What This Means for You
- Budget for ₦100 million in share capital from the outset — this is a hard floor for any foreign-owned entity, not a target.
- Line up your receiving bank and CCI application before you transfer a single naira or dollar.
- If you or any foreign staff plan to relocate to run the business, start the Expatriate Quota process early it typically takes longer than the company registration itself.
Planning to establish a Nigerian subsidiary?
Olamide Oyetayo & Co. advises foreign investors and diaspora Nigerians on company incorporation, NIPC registration, capital importation, and post-incorporation compliance. CONTACT US