Incorporating a Business Enterprise & Legal Requirements

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Category: Investment In Nigeria
Published on Sunday, 15 August 2010 20:24
Written by Admin
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It is a legal requirement that all business enterprises must be registered with the Registrar-General of the Corporate Affairs Commission (Registrar of Companies). It is essential that a foreign investor wishing to set up business operation in Nigeria should take all steps necessary to obtain local incorporation of the Nigerian branch or subsidiary. Business activities may be undertaken in Nigeria as a:

  1. Private or Public limited liability company;
  2. Unlimited liability company; Company limited by guarantee;
  3. Foreign Company (branch or subsidiary of foreign company) Partnership/Firm;
  4. Sole Proprietorship;
  5. Incorporated trustees;
  6. Representative office.

Some Notable Exemptions to the Legal Requirements

Where exemption from local incorporation is desired, a foreign company may apply in accordance with Section 56 of the Companies Act, to the National Council of Ministers for exemption from incorporating a local subsidiary if such foreign company belongs to one of the following categories:

  1. Foreign companies invited to Nigeria by or with the approval of the Federal Government of Nigeria to execute any specific individual project;
  2. Foreign companies which are in Nigeria for the execution of a specific individual loan project on behalf of a donor country or international organisation;
  3. Foreign government-owned companies engaged solely in export promotion activities; and
  4. Engineering consultants and technical experts engaged in any individual specialist project under contract with any of the governments in the Federation or any of their agencies or with any other body or person, where such contract has been approved by the Federal Government.
  5. The application for exemption from disclosing certain details about the applicant is to be made to the Secretary of the Government of the Federation (SGF). If successful, the request of the applicant is granted upon such terms and conditions as the National Council of Ministers may deem fit.

Representative Offices

Foreign companies may set up representative offices in Nigeria. They only serve as promotional and liaison office. As a rule, a representative officer has to be registered with the Corporate Affairs Commission.           Related Information