Doing business in Nigeria

What are the key legal requirements and procedures for establishing a foreign-owned business entity in Nigeria?

Foreign-owned businesses in Nigeria must register with the Corporate Affairs Commission (CAC). The application for incorporation is made via the companies registration portal and the following are the requirements for the registration of a private company limited by shares:

  1. two proposed company names;
  2. objects of the company;
  3. details of the first directors;
  4. authorised issued share capital: the minimum share capital allowed for a foreign-owned business is Naira ₦10m. However, this is subject to sector-specific requirements;
  5. details of the shareholders;
  6. details of the company secretary (individual or corporate);
  7. details of persons with significant control (persons owning an interest of over 5% in the company or having the power to appoint and remove directors in the company);
  8. details of witness to the Article of Association; and
  9. additional contents in the Article of Association (if any).

Nigeria allows certain foreign companies to be exempt from incorporation upon application to the Minister. These companies must be invited by the Federal Government to execute specific projects, be in Nigeria for loan projects, be government-owned for export promotion, or be engineering consultants working on specialist projects under contract.

Secondly, foreign-owned businesses in Nigeria, except those involved in arms, ammunition, narcotics, and related substances, must register with the Nigerian Investment Promotion Commission (NIPC) to avoid expropriation and nationalisation by the government. This registration is subject to the prior registration of the company with the CAC. The registration is done by filling out the registration form (NIPC form 1) and submitting the form, alongside the following:

  1. a copy of the certificate of incorporation of the company;
  2. memorandum and Article of Association;
  3. the CAC form 1.1;
  4. particulars of the company;
  5. particulars of shareholders;
  6. description of business activities;
  7. investment information; and
  8. payment of registration fee.

Applicants for NIPC business registration certificates must submit all required documents at the One Stop Investment Centre or send scanned copies to osicinfodesk@nipc.gov.ng.

Can you provide an overview of Nigeria’s regulatory environment and the major regulatory bodies that impact businesses operating in the country?

The following regulatory bodies and laws are the major regulations and regulatory bodies that drive business operations in Nigeria. Other regulations or bodies are industry-specific.

  1. Companies and Allied Matters Act 2020 – Corporate Affairs Commission.
  2. Nigeria Investment Promotion Commission Act 1995 – Nigeria Investment Promotion Commission.
  3. Immigration Act – Ministry of Interior.
  4. Company Income Tax Act – Federal Inland Revenue Services (FIRS).
  5. National Office for Technology Acquisition and Promotion Act 1979 – National Office for Technology Acquisition and Promotion (NOTAP).
  6. Central Bank of Nigeria.
  7. The Nigeria Data Protection Act – Nigeria Data Protection Commission.

Are there any specific industry-specific regulations or restrictions that foreign companies should be aware of when entering certain sectors in Nigeria, such as telecommunications, energy, or healthcare?

There are sector-specific regulations that govern these sectors which include:

i. Telecommunications:
  • Nigeria Communications Commission Act;
  • Nigeria Data Protection Act.
ii. Energy:
  • Nigeria Oil and Gas Industry Content Development Act 2010;
  • Petroleum Industry Act 2021;
  • The Gas Pricing and Domestic Demand Regulations 2023;
  • Petroleum (Transportation and Shipment) Regulations 2023;
  • The Electricity Act 2023;
  • Petroleum measurement Regulations 2023;
  • Midstream and Downstream Petroleum Operations Regulations 2023.
iii. Healthcare:
  • Medical and Dental Practitioners Act;
  • National Agency for Food and Drug Administration and Control Act;
  • Pharmacists Council of Nigeria Act;
  • National Health Act 2014;
  • NOTAP Act 1979.

How does Nigeria handle foreign exchange controls and repatriation of profits for foreign businesses operating in the country?

The Constitution of the Federal Republic of Nigeria 1999, the NIPC Act, and the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act ensures that foreign investors can transfer profits from their investments in Nigeria and repatriate capital in case of liquidation.

Also, there are certain factors that affect foreign controls and repatriation of profits for foreign business in Nigeria. Some of these factors include policies, laws, and regulatory bodies, and some of which are stated below:

  • the CBN is the central regulatory authority responsible for overseeing foreign exchange transactions in Nigeria;
  • the official exchange rate for the Nigerian Naira (NGN); and
  • the Certificate of Capital Importation (CCI): The CCI is a document issued by any Nigerian bank, confirming the inflow of foreign capital in cash or goods. The CCI also ensures capital repatriation and profit on investments when they mature. Foreign exchange controls are stringent, with limits on the amount of foreign currency purchased by individuals and businesses to conserve reserves.

Can you provide insights into the local business culture and practices in Nigeria that may impact negotiations, partnerships, or business relationships?

Understanding Nigerian business culture is crucial for building successful relationships and conducting negotiations effectively. Some key insights include:

  • building strong personal relationships, respecting formalities in transactions;
  • adhering to hierarchical decision-making structures.
  • arriving on time for formal events and meetings is essential.
  • corruption risks and compliance with local and international anti-corruption laws are also important.

What are the key labour and employment laws in Nigeria that foreign companies need to be aware of when hiring and managing employees?

Foreign companies operating in Nigeria should be aware of several key labour and employment laws when hiring and managing employees. These laws include:

  1. Labour Act 2004;
  2. Employee Compensation Act 2010;
  3. Trade Unions Act 2004;
  4. National Industrial Court Act;
  5. Pension Reform Act 2014;
  6. The Nigeria Factories Act 2004;
  7. National Minimum Wages Act 2019;
  8. Expatriate Quota and Immigration Regulations;
  9. Industry Training Act 2011;
  10. Tax laws;
  11. Local Content Act.

How does Nigeria’s taxation system work, and what are the major tax obligations and incentives available to foreign businesses?

Nigeria’s tax system is governed by statutes, with each government level administering taxes independently. The Federal Inland Revenue Service administers federal taxes and state boards of internal revenue.

The government of the Republic of Nigeria recognises the need to increase foreign private investment in order to accelerate the development of the economy. Thus, certain incentives are available to foreign investors. Some of these are:

  1. Pioneer status: foreign investors investing in approved pioneer industries are granted tax holiday for three, five and seven years, allowing reasonable profit levels within their formative years.
  2. Tax relief under the Company Income Tax Act: Nigeria offers foreign investors a 15% investment tax credit on locally manufactured assets, 25% on qualifying capital expenditure, and a 20% credit on qualifying expenditure for research and development activities. Tax relief is granted on foreign loans, and CITA provides tax exemptions on profits, dividends, and profits from export-oriented businesses. Industries with minimum raw material sourcing and utilisation levels receive a 20% tax credit for five years.
  3. Double taxation treaties: Nigeria’s bilateral agreements with certain countries offer double tax relief to foreign investors or companies, reducing the tax payable in Nigeria on remitted company profits.
  4. Tax reliefs based on investment in certain sectors: Nigeria offers tax incentives to foreign investors in various sectors, including the solid minerals sector, gas industry, telecommunications, electricity, transport, and transportation. The sector provides a three-five year tax holiday, low-income tax, deferred royalty payments, and capital allowances. The gas industry offers a capital allowance and investment tax credit. Telecommunications offers non-fiscal incentives, tariff structure, and a three-five year tax holiday for pioneering equipment manufacturing. Electricity offers a three-five year tax holiday and a 30% reduced rate for gas-using power plants. Transport industries also receive a three-five year tax holiday.

What are the intellectual property rights protections and enforcement mechanisms in Nigeria, and how can foreign companies safeguard their IP assets?

Nigeria’s intellectual property rights protections include copyrights, patents, trademarks, and industrial designs. Copyright grants exclusive rights to creators of original works. Patents grant inventors exclusive rights to their eligible invention for 20 years. Trademarks protect distinctive signs, name, logos and are registered in Nigeria. Industrial designs protect the aesthetic aspect of a product and last for five years, renewable twice for five years each. There is also contractual protection for trade secrets.

The enforcement mechanisms for intellectual property rights (IPR) vary by the nature of the right. These include the following:

  1. Right holders can initiate legal proceedings against those who infringe on their intellectual property. This may involve civil lawsuits seeking damages or injunctions to stop the infringement.
  2. The Nigeria Customs Service plays a role in blocking infringing and pirated materials from coming into Nigeria. The laws empower customs authorities to inspect and seize goods suspected of infringing IP rights at borders. There is however no formal customs recordal in place in Nigeria.
  3. Serious cases of IP infringement, such as counterfeiting, can lead to criminal charges. Law enforcement agencies may investigate and prosecute individuals or organisations involved in such activities.
  4. Rights holders often send cease and desist letters to alleged infringers, requesting that they stop the infringement or face legal action. These letters can sometimes lead to settlements.
  5. Some government agencies like the Nigerian Copyright Commission, National Agency for Food Drugs Administration and Control, Federal Competition and Consumer Protection Commission, Standards Organisation of Nigeria, etc play several roles in the enforcement of IP rights in Nigeria.

Foreign companies safeguard their IP assets when doing business in Nigeria by employing several strategies and precautions:

  1. Foreign companies should register their intellectual property rights, renew them, and take appropriate actions against infringers to ensure protection, enforceability, and prevent third-party infringement.
  2. Before entering the Nigerian market, companies should conduct thorough research to understand local IP laws, regulations, and enforcement practices.
  3. It is necessary to stipulate how IP rights are to be used by third parties by properly documenting such terms in an agreement.
  4. Companies should invest in cybersecurity measures to safeguard their trade secrets, software, and digital content from cyberattacks and data breaches.
  5. Employees play a crucial role in IP protection. Training programmes educate staff about the importance of IP and how to handle it securely.