Section 78 of the Companies and Allied Matters Act (CAMA) 2020, provides that any foreign company seeking to participate in business in Nigeria, shall take necessary steps to ensure that such company is incorporated as a separate entity in Nigeria, for the purpose of carrying out such business.
Certain companies are however exempted from this registration requirement, these companies include; foreign companies invited to Nigeria by or with the approval of the Federal Government to execute any specified individual project; foreign companies which are in Nigeria for the execution of specific individual loan projects on behalf of a donor country or international organization; foreign government-owned companies engaged solely in export promotion activities; and engineering consultants and technical experts engaged on 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.
Where a foreign company is duty-bound to incorporate a company in Nigeria in order to carry out business, it is advisable to engage the services of a corporate lawyer and provide relevant information such as the proposed name of the business, the objectives of the business i.e. the nature of the business intended to be carried out, the particulars of the foreign investor/investors, the directors of the company, the proposed registered office, share capital and the subscribers to the Memorandum and Articles of Association of the Company.
Incorporation of Companies with the Corporate Affairs Commission in Nigeria usually takes an average of two (2) to three (3) weeks following the submission of all the relevant documents and barring unforeseen circumstances. Upon successful registration, a Certificate of Incorporation is issued to the newly registered company by the Corporate Affairs Commission.