Registering a Foreign-Owned Company in Nigeria: CAC, NIPC and the ₦100m Rule

Foreign investors can own 100% of a Nigerian limited company in every sector except a short negative list. The standard path is: incorporate with the Corporate Affairs Commission (CAC), get a tax ID, bring in capital through a bank to obtain an electronic Certificate of Capital Importation (eCCI), and register with the Nigerian Investment Promotion Commission (NIPC). If you will post foreign staff, you also need a business permit and an expatriate quota. Plan on ₦100 million share capital for a company with foreign shareholders, and roughly one to three months if things go smoothly.

This guide is for Chinese investors setting up a subsidiary, trading company or factory in Nigeria, and for existing businesses tidying up their compliance.

Key points

• 100% foreign ownership is allowed under section 17 of the NIPC Act, except negative-list activities such as arms and narcotics.
• Share capital: CAC directives require at least ₦100 million for companies with foreign participation; the Ministry of Interior wants it paid up for a business permit.
• CAC incorporation: about 1–2 weeks. Since 1 August 2025 the filing fee is ₦10,000 per ₦1 million of share capital.
• NIPC registration: about 2 weeks; ₦150,000 application fee and ₦50,000 annual renewal from 1 January 2025.
• eCCI: issued by your bank within 24–48 hours; it protects your right to repatriate profits and capital.
• Annual returns to the CAC are due by 30 June each year (except the incorporation year).

Step 1: choose the structure and check sector rules

Most foreign investors use a private company limited by shares (“Limited” or “Ltd”). Section 17 of the NIPC Act lets foreigners hold 100% in any sector outside the negative list, which mainly covers arms, ammunition, narcotics and military and police equipment. Ordinary trading, manufacturing, construction, tech and services businesses do not need a local partner or local director. Regulated sectors such as banking, insurance, petroleum, telecoms and aviation have their own licences and capital rules.

Step 2: incorporate with the CAC

Incorporation runs through the CAC’s online system:

1. Name search and reservation: have two options ready.
2. Prepare the MEMART (memorandum and articles): objects, share structure, shareholders and directors.
3. Register directors, shareholders and persons with significant control. Foreign directors provide passport pages and addresses.
4. Pay filing fees and stamp duty, submit, and receive the Certificate of Incorporation and status report.

Mondaq’s 2026 investor guide puts this at 1–2 weeks. Next, register for a tax ID (TIN) with the Nigeria Revenue Service (NRS, formerly FIRS), which takes about a week and is needed for banking and invoicing. For the new tax regime see our Nigeria Tax Act 2026 guide.

The ₦100 million question

This is the most common question from Chinese investors, and the rules are not fully settled:

• Origin: the Ministry of Interior’s 2022 Handbook on Expatriate Quota Administration requires paid-up capital of at least ₦100 million for a business permit. The CAC issued a notice to apply it on 5 December 2023, then suspended it and said a revised notice would follow.
• Practice: law firms and media report that the CAC applies the ₦100 million threshold to companies with foreign participation. Mondaq’s 2026 guide calls it an authorised share capital benchmark and says the money need not be deposited in a local bank before incorporation.
• Issued vs paid-up: the CAC looks at issued capital; the Ministry of Interior (business permit, quota) wants it paid up. Under Ministry guidance, imported equipment and machinery can count toward paid-up capital.
• Scope: any foreign shareholder, whatever the percentage.

Practical advice: if you will ever need to bring Chinese staff, which means a business permit and quota, set up with ₦100 million issued and paid up from the start, and bring the money in through a bank to get an eCCI. Smaller investments without expatriate staff should confirm the CAC’s current practice with a local lawyer and the latest official notice.

Step 3: import capital and get the eCCI

Foreign money must come in through an authorised dealer (a commercial bank), which issues the eCCI within 24–48 hours. Keep it safe: dividends, profits, loan repayments and capital can only be repatriated smoothly against an eCCI. For FX practicalities see our naira exchange guide.

Step 4: register with the NIPC

Companies with foreign shareholding register with the NIPC. The NIPC certificate is needed for statutory incentives such as Pioneer Status, a corporate tax holiday of up to five years for qualifying industries. Under the schedule issued on 2 September 2024:

• Business registration application fee: ₦150,000 (previously ₦15,000)
• Annual renewal: ₦50,000 (from 1 January 2025)
• Replacement certificate: ₦100,000

Pioneer Status costs extra: ₦500,000 application, ₦1,000,000 due diligence and ₦3,000,000 service charge, plus an annual charge of 1.5% of actual pioneer profits. Registration takes about two weeks.

Step 5: business permit and expatriate quota

If you will post Chinese staff, apply to the Ministry of Interior for a business permit and an expatriate quota. Mondaq suggests 3–7 weeks, and reviews have been stricter since 2025. Staff then apply for the STR visa and CERPAC.

Timeline and fees at a glance

Applying the CAC’s August 2025 schedule, the filing fee for a ₦100 million company works out at about ₦1 million, before stamp duty and agent fees. That is our calculation from the published rate; the CAC portal shows the exact figure. Mondaq does not say which stages can run in parallel, so total time varies.

After incorporation

• CAC annual returns by 30 June (from the year after incorporation). Late filers are marked “inactive”, and the company and each director can be penalised.
• Company income tax returns to the NRS within six months of year-end.
• Monthly expatriate returns to the Ministry of Interior if you hold a quota.
• NIPC renewal each year.
• Register with the Chinese mission. MOFCOM advises new Chinese companies to register with the Economic and Commercial Office of the Chinese Embassy in Abuja or the Consulate-General in Lagos, and to consider joining the China General Chamber of Commerce in Nigeria.

If you are considering a factory or re-export business, compare the free trade zone route: zone enterprises are licensed separately by NEPZA or OGFZA and get tax and quota concessions.

Sources

• Corporate Affairs Commission (CAC)
• Nigerian Investment Promotion Commission (NIPC)
• Mondaq: 2026 foreign direct investors’ legal guide to Nigeria
• Mondaq: CAC issues new schedule of fees (from 1 August 2025)
• PwC Nigeria: NIPC new service fee schedule
• Aluko & Oyebode: ₦100m minimum share capital for companies with foreign participation
• Techpoint Africa: Minimum share capital for foreign companies (2025)
• MOFCOM country guide: Nigeria (2025 edition, Chinese)

Facts checked: 2026-10-22 · Niriliya Huaren Editorial Team · How we check facts