The Companies and Allied Matters Act 2020 is administered by the Corporate Affairs Commission. Available structures include companies limited by shares, companies limited by guarantee, unlimited companies, limited liability partnerships, limited partnerships and business names. A private company limited by shares is the usual operating vehicle for a foreign investor.

A private company may have one shareholder. A foreign corporate shareholder will normally provide evidence of legal existence, constitutional documents and corporate authority for the investment. The founders should confirm the directors, registered office, issued capital, objects, share rights and persons who ultimately own or control the company.

A foreign company must generally incorporate a Nigerian entity before carrying on business in Nigeria. CAMA contains limited exemptions for specified circumstances, but an overseas contract or temporary project does not automatically qualify. The exception should be established before activity begins.

Issued capital and sector conditions

CAC’s published operations checklist states a minimum issued share capital of NGN10 million for a company with foreign participation. This is a general corporate-registration baseline, not a universal operating threshold. A bank, payment company, insurer, capital-market operator or other regulated business may require substantially more. Immigration and business-permit practice can also make the capital position relevant. Capital should therefore be determined after the sector and immigration analysis, not copied mechanically into the incorporation form.

Beneficial ownership

Companies and limited liability partnerships must identify and report persons with significant control. The tests include a natural person who directly or indirectly holds at least 5% of shares, interests or voting rights, can appoint or remove a majority of directors, or otherwise exercises significant influence or control. PSC information is reported at incorporation, in annual returns and following changes. CAC maintains a public beneficial ownership register.

Governance and post incorporation work

The articles and shareholders’ agreement should work together. They should address board composition, quorum, reserved matters, budgets, information rights, bank mandates, funding, shareholder loans, pre-emption, dilution, related-party transactions, deadlock, transfers, drag and tag rights, default and exit.

After incorporation, complete the first board and shareholder approvals, statutory registers, share certificates, accounting reference arrangements and annual-return calendar. Confirm that CAC information matches tax, banking, NIPC and licensing submissions. Inconsistent names, addresses, directors, ownership or activities can delay later applications.

The CAC Company Registration Portal provides access to incorporation, annual-return and company-record services. Portal availability and filing requirements should be checked at the point of submission.