Starting a Business in Nigeria as a Foreign Investor

Starting a Business in Nigeria as a Foreign Investor

Are a Foreigner seeking to do investment in Nigeria? You have done your research about the opportunities in the country and you have decided that you want to open shop in Nigeria. As you may already know doing business as a foreigner is governed by the following basic laws.

Companies and Allied Matters Act 2004,

Nigerian Investment Promotion Commission Act

Foreign Exchange (Monitoring and Miscellaneous Provisions) Decree No.17 of 1995.

Securities & Exchange Commission Act

Immigration Act, 2015

Companies Income Tax Act 2007

Personal Income Tax (Amendment) Act 2011

The agencies of the government that a Foreign Investor may do business with may include, but not limited to the following based on the industry they intend to operate.

• National Office for Technology Acquisition and Promotion Act
• Nigeria Immigration Service
• Federal Inland Revenue Service
• State Internal Revenue Service
• Corporate Affairs Commission
• Nigerian Investment Promotion Commission
• Nigeria Custom Service
• Central Bank of Nigeria
• Nigerian Electricity Regulatory Commission (NERC)
• NAFDAC
• Nigeria Export Promotion Council
• Department of Petroleum Resources
• Ministry of Mines & Steel Development

Starting a Business in Nigeria as a Foreign Investor-Basic Steps

The following basis steps will put you in the know of what to expect as you do so.

Step 1.

The Foreign Investor should get the Company incorporated by the Corporate Affairs Commission.

Nigerian Law require that there must be at least two shareholders subscribing to the memorandum and shares of the company. A Lawyer, Chartered Accountant or Chartered Secretary can do this at a fee as may be agreed. The minimum paid up share capital of the company must be at least N10, 000,000. The Company can be 100% owned by virtue of the Nigeria Investment Promotion Act 1995. Some foreign investor may consider giving a little part ownership to Nigerians at their discretion if they deem it necessary. The Company may make use of the Company formation Expert Address as its Head Office for purpose of registering the company. It can always file a Change of Registered Address later. The Company Incorporation Document will typically include Certificate of Incorporation, Certified True Copy of Memorandum & Articles of Association, Form CAC 2, CAC 2.1 CAC 7. Please note if an Object in the Companies Memorandum of Association is of professional nature, Corporate Affair Commission require that a Director in the Company in-formation is professionally qualified with requisite Certificate of Competencies, Degrees, Membership of Professional Bodies attached.

Step 2

Armed with the Incorporation Document, the Company, the Company prepare the first company stationery-Letter Heads, etc. The Promoter can engage a Consultant to help with registering with the Federal Inland Revenue Service for Tax Identification Number (TIN), Value Added Tax and Company Income Tax Clearance, a document they will require to register with Nigeria Investment Promotion Council.

Step 3

The Foreign Investor will engage a Consultant or his nominee to procure the registration of the Company with Nigerian Investment Promotion Commission (NIPC). Typically, an application is made to the Executive Secretary, NIPC, FCT, Abuja with the following documents

1. Duly Completed NIPC Form 1
2. Evidence of Incorporation(Certificate of Incorporation, CTC of Memorandum & Articles of Association
3. Certified True Copies of Form CAC 2, CAC7.
4. Photocopy of the Object Page of Memorandum & Articles of Association
5. Payment of N15,000 in Bank Draft to Nigeria Investment Promotion Commission

Step 4

Prepare Deeds of Sub-Lease/Assignment, as may be appropriate, to reflect firm commitment on the part of the newly registered company to acquire business premises for its proposed operations.

The Foreign Investor obtains a new office location which evidenced by a Tenancy Receipt or Lease of business premises agreement as indication of its desire to get its own place for its business activities. In the alternative, if they have used their consultant address as their Registered Address, they may proceed to obtain, a Deed or Sub-Lease Assignment which will be part of  the document they will subject to The Federal Ministry of Interior.

In addition, they may be required to have written a Feasibility Study of the Business or procure one to be done for them by a Financial Consultant.

When you are starting a business in Nigeria as a Foreign Investor, the following additional steps must be taken by you.

Step 5

Open a Bank Account in any Nigerian Commercial Bank, inflow the Foreign Currency Investment, ask your Commercial Bank to issue you a Certificate of Capital Importation

Step 6

The following are the documents alongside a formal application to The Permanent Secretary, Federal Ministry of Interior, Abuja, Nigeria requesting for the Grant of Business Permit and Expatriate Quota

REQUIREMENT FOR GRANT OF BUSINESS PERMIT AND EXPATRIATE QUOTA

1. Processing Fee N30,000
2. Online Registration Fee N51,000
3. Completed Application Form(Business Form T2)
4. Application on the Company’s Letter Headed Paper addressed to the Permanent Secretary, Ministry of Interior or Through The Desk Officer
5. Certificate of Incorporation
6. Form CAC 2 & CAC 7
7. CTC of Memorandum & Articles of Association
8. Feasibility Report
9. Tax Clearance
10. Bank Reference Letter
11. Lease Agreement
12. Joint Venture Agreement(Where applicable)
13. Evidence of Capital Importation/Machinery Importation
14. Proposed Salary, Job Description, Designation and Qualification of Expatriate and Names of the Expatriate and Addresses
15. Technical Service Agreement if any
16. Evidence that Personnel is not likely to be available, hence the need for the Expatriate
17. Training Programme planned for Nigerians

REQUIREMENT FOR GRANT OF BUSINESS PERMIT ONLY

www. portal.immigration.gov.ng demands the following documents ONLY

1. Completed Immigration Form T/1
2. Certificate of Incorporation
3. Memorandum and Article of Association
4. Feasibility Report (should be certified or registered with Corporate Affairs commission (CAC)
5. Corporate Affairs Commission’s Form CAC 2.3 ^ 2.5 of CAC C02 & C07
6. Joint Venture Agreement for partnership venture between Nigerian and foreigners (original to be presented for sighting)
7. Company’s Current Tax Clearance Certificate (Original to be presented for sighting)
8. Lease agreement for C of O for opening premises (original to be presented for sighting) portal.immigration.gov.ng

When you are starting a business in Nigeria as a foreign investor and you are interested in applying for grant of Expatriate Quota only, the following are the requirement.

REQUIREMENT FOR GRANT OF EXPATRIATE QUOTA ONLY

1. Evidence of imported machinery, such as, Form M, Proforma invoice, Shipping documents and Clean Certificate of Inspection issued by Government appointed Pre-shipment Inspection Agents.
2. License / Permit / Certificate from relevant Government Agencies / department / ministries for the operation or execution of project if company is engaged in oil services, health care services, fishing, mining, constructions (Work Registration Board), etc (original to be presented for sighting)
3. Evidence of work at hand, its duration and value attached to the contract(s) if the company is engaged in building, civil engineering, construction, etc (original to be presented for sighting)
4. Proposed annual salaries to be paid to the expatriates to be recruited indicating designation, names, jobs description and qualifications (CV and copies of credentials of expatriate to be attached)

This is in addition to the requirement 1-8 in the request for Grant of Business Permit.

APPROVAL FEES

Business Permit                                                                                               N100,000

Each Slot of Expatriate Quota                                                                                    N30,000

Step 7

As you may have noted, to obtain Business Permit, The Federal Ministry of Interior is requesting for Certificate of Capital Importation. To obtain Certificate of Capital Importation, it suggest that a Company Account would have been opened for the foreign currency investment to be in flowed into Nigeria. Most Nigerian Banks will require that to operate a Bank Account in Nigeria, the Account holder must be Resident in Nigeria or have Resident Permit. Having a Nigerian on the Board can help navigate through this even if it is for a temporary basis.

The Foreign Investor will need to obtain in the first instance a Subject to Regularization Visa in Nigeria. The requirement for the Visa is as follows

Subject to Regularization (STR) Visa / Entry Permit

Who qualifies?

Expatriates employed by individuals, corporate bodies or governments (i.e.to take up employment in Nigeria)

Requirements for the issuance of STR Visa / Entry Permit

1. Credentials of the applicant
2. Curriculum Vitae or Resume
3. Duly completed Form IMM 22
4. Expatriate quota approval
5. For chief executive officers (C.E.O) of corporate organizations, there is need for extract of the minutes of the Board’s resolution
6. Letter of employment
7. Obtainable only from Nigerian Missions in the countries where applicants are domiciled for at least six (6) months
8. Valid passport with minimum of 6 months validity

Step 8

CERPAC GUIDELINES-Combined Expatriate Residence Permit and Aliens Card

According to Nigeria Immigration Service the following guideline suffices.

General Instructions:

A purchase of e CERPAC form as endorsed is valid for three (3) months only from date of purchase.

The two sample forms also from the point of collection of the CERPAC Booklet Guidelines should be endorsed.

The form is to be filled with  a black ball point pen in CAPITAL LETTERS

Furthermore:

The envelope containing this CERPAC Pack should be preserved. You will require this envelope at the time of submitting your forms and documents.

All fees paid to obtain forms are not refundable.

In the event of loss of form(s), replacement will be treated as a new issue and will attract the original fees.

Any erasures, cancellation, or defacement of any sort shall render the form(s) void.

Any form(s) voided as in 2.4 (above) must be returned as a complete set to the bank of purchase for replacement. Such replacement will attract a service charge and pack cost of N2,500(Two Thousand, Five Hundred Naira) payable to the Bank.

Other requirements:

Three (3) Nos. “2 x 2” passport photographs on white background should be submitted with the completed forms. One of the photographs should be attached to the bottom right-hand side of the CERPAC form titled “Receipt and Temporary Card”.

Append your signature beside your photograph attached on the form (as in 3.1 above)

Enclose also one (1) No. facial portrait measuring 4′ x 3′ (inch) white background

All completed forms and documents should be submitted to the Immigration State Command where your file(s) is (are) located, for Verification and Clearance.

At the time of submitting the completed forms and documents, you will be required to present your original Passport for Verification of the documents presented.

When your forms and documents are received, verified and endorsed by the relevant Immigration State Command, an Immigration/CERPAC Stamp will be applied to your Receipt/Temporary Card. Please ensure that the Receipt/Temporary Card is authenticated and returned to you. You will also be required to physically come into a CERPAC office for the capture of your Digital Personal Identification.

CERPAC validity:

The validity of CERPAC is two (2) years which is renewal.

OTHER REQUIREMENTS:

In addition to the above guidelines, the following are additional requirements for the issuance of CERPAC in the various categories:

REGULARISATION OF STAY

Application letter from the employer requesting Regularization of stay and accepting Immigration Responsibility (IR) on behalf of the expatriate

Letter of Appointment/Employment

Acceptance of offer of Appointment/Employment

Form IMM22 with three (3) Passport –size photograph

Quota Approval

Vetted Credentials

Valid Passport with STR (Subject to Regularization) (Employment) visa and photocopies of relevant pages

The Official Fee for CERPAC as at the time of writing stood at between 900-100USD for Foreign Investors coming outside of ECOWAS.

Step 8

Obtain any other Permit as may be required for the business. Such Permit include DPR Permit, NAFDAC Registration, SONCAP, Mining License, Registration as an Exporter with Nigerian Export Promotion Council, Nigeria Maritime and Safety Agency(NIMASA), Shippers Council etc.

Wrapping Up

We will discuss the various taxes that the foreign investor may be exposed to at our next update. We request for your comments and contribution on this topic. We can help with go through the basic steps and save you the stress. We look forward to hearing from you soon.

Contact us on 08023200801, 08075765799. Email:enquiry@matogconsulting.com. Our Skpye ID:mogagavworia.

About Author

Matthew OGAGAVWORIA, FCA, CFAN

Matthew Ogagavworia is the founder of Matog Consulting, a specialist management consulting firm in Nigeria. With over 19 years of experience that cuts across professional service, banking, oil & gas, capital markets, serving small businesses. His specialities include, recruitment, forensic accounting, sme advisory, accounting advisory, risk management, audit, tax, debt recovery, business plan writing, company secretarial services and training