Investor Presentaiton
The Country and its
institutions
Business Organisation Labour and Social
and Regulation
Security Regulations
The Nigerian Financial Tax System
Services Industry
Foreign Exchange
Transactions
Investment in Nigeria
Accounting and
Auditing Requirements
Importation of Goods
Exportation of Goods
COVID-19 Economic
and Fiscal Measures
The Memorandum of Association of a private limited liability company must contain
the following:
(i) The name of the company with the word "Limited" or "Ltd." as the last word,
if it is a company limited by shares. The name must have the prior approval of
CAC and must not conflict with that of any other company;
(ii) The location of the registered office, which must be situated in Nigeria
(specification of a State in Nigeria will be sufficient for this purpose);
(iii) The objects or businesses of the company and the restrictions, if any, on its
powers;
(iv) The amount of the minimum issued share capital (or the par value of the
authorised capital), the number of shares into which it is to be divided and the
nominal or par value of each share. There is a minimum capital requirement of
#100,00023 and #2,000,000 for private and public companies, respectively;
(v) A statement confirming whether the company is a private or public company;
and
(vi) A statement on whether the liability of members is limited (either by shares or
guarantee) or unlimited.
There is no restriction under CAMA on the number of classes into which shares
may be divided or on the rights or privileges of any particular class of shares. The
usual classes of shares are ordinary and preference shares. CAMA, however,
stipulates that each share shall carry one vote and entitle the shareholder to attend
and vote at general meetings of the company.
The Memorandum and Articles of Association must be printed, signed by the
subscribers and duly witnessed by at least one person. It is also required to be
stamped as a deed. Alteration of the memorandum and articles of association is
subject to approval by a special resolution of the company. Reduction of capital
is also allowed subject to a special resolution of the company and sanction of the
court.
The Registrar General of the CAC issues a Certificate of Incorporation to a company
if satisfied that the conditions for incorporation have been fulfilled.
2.4.1
Foreign Enterprises
2.4.2
Any Nigerian company with foreign participation is required to register as
a foreign enterprise with the Nigerian Investment Promotion Commission
(NIPC) established under the NIPC Act, No. 16 of 1995 (now Cap N117,
LFN, 2004). The NIPC facilitates liaison by investors with other government
agencies for the purpose of obtaining their start-up approvals.
The NIPC now houses the One Stop Investment Centre (OSIC) through
which new investors can process all their start-up statutory registrations
and approvals, especially company incorporation, tax registration and
expatriate quota.
Further to its mandate for investment promotion, the NIPC administers the
Industrial Development (Income Tax Relief) Act, Cap 17, LFN, 2004, under
which eligible investors can obtain pioneer status and enjoy income tax
holiday for three (3) years, in the first instance, which can be renewed for
additional one (1) or two (2) years.
Expatriate Employment
Where foreigners will be engaged in the actual running of the operations of
a company in Nigeria, an application will have to be made to the FMI for the
grant of expatriate quota approval. In addition, companies operating in the
Nigerian oil and gas industry are required under the Nigerian Oil and Gas
Industry Content Development Act, 2010 to obtain prior approval of their
expatriate quota requirement from the Nigerian Content Development and
Monitoring Board, before submitting applications to the FMI.
The Nigeria Immigration Service (NIS) issues temporary work permits
(TWPS) for expatriates intending to work in Nigeria on short term basis,
to enable them to undertake work of a temporary nature, such as plant
installation and commissioning. A TWP visa is typically granted for less
than three (3) months in the first instance. However, it may be extended
(while in-country) to a maximum duration of 365 days, subject to approval
of the NIS and payment of the associated statutory fees.
In line with the Federal Government's ease of doing business initiative, the
NIS introduced electronic application for visa-on-arrival (VOA) in May 2019.
The estimated time for VOA approval is 48 hours after submission of the
required documents by the applicant.
23 In practice, foreign investors require a minimum share capital of 10,000,000 as a pre-condition for registering as a foreign enterprise with
the Nigerian Investment Promotion Commission and obtaining expatriate quota approval from the Federal Ministry of Interior.
KPMG
Investment in Nigeria Guide - 8th Edition 26View entire presentation