Famsville Solicitors

Doing Business in Nigeria

Legal and Regulatory Regime

Companies and Allied Matters Act (Chapter C20), LFN 2004 (“CAMA”) This is the principal statute regulating the establishment and operation of companies in Nigeria. The CAMA establishes the Corporate Affairs Commission
(“CAC”) as Nigeria’s companies’ registry, and the body responsible for the regulation and supervision of the formation, incorporation, registration, management and winding up of companies. The CAMA also makes provision for the registration of business names and the incorporation of trustees.

Foreign companies that wish to do business in Nigeria are required to do so through a separate locally incorporated entity. Section 54(1) of the CAMA provides that every foreign company intending to carry on business in Nigeria must take steps necessary to incorporate as a separate  legal entity with the CAC. Section 56 of CAMA empowers the Federal Executive Council to grant exemptions from the mandatory incorporation requirement to a limited category of foreign companies. It is an offence for a foreign company to carry on business in Nigerian without being
formally incorporated.

Compliance Notes -Nigeria

COMPANY SECRETARIAL COMPLIANCE

Company Letter Head
Nigerian company law provides that every company shall on its letter head, state in legible characters the particulars of directors of the company, the nationality of its directors (if not Nigerian), the address of the company, and the
company’s registration number.

Company Seal
Every company may choose whether to have, or to use a common seal which must have its name engraved on it in legible character. The seal should be kept in safe custody at all times and be used only with the authority of the Directors.

Business Immigration

There are three main categories of work authorization in Nigeria; as stated below,

  • Long Term Work Authorization “CERPAC” (one year)
  • Short-Term Work Authorization “TWP” (Sixty Days)
  • ECOWAS Card (Two Years)

SHORT TERM WORKERS
A Temporary Work Permit (TWP) is applicable where a company in Nigeria intends to employ an expatriate
employee to undertake short-term work. Companies that need to engage the services of foreigners for short
assignments shall procure the TWP.