What are the requirements for foreigners to register businesses in Nigeria?

In 2026, foreign participation in the Nigerian market is highly encouraged, but the regulatory barrier for entry has increased significantly compared to previous years. The most critical change is the 900% increase in the minimum share capital requirement.

Here is the 2026 checklist for a foreigner or a foreign entity looking to register a business:

1. The ₦100 Million Share Capital Rule

The CAC and the Ministry of Interior now strictly enforce a minimum issued share capital of ₦100,000,000 (One Hundred Million Naira) for any company with foreign shareholders.

• Not Upfront Cash: You do not need to deposit ₦100m in a bank immediately, but you must declare it in your Memorandum of Association (MEMART).
• Stamp Duty Cost: Because of this high share capital, your initial stamp duty to the FIRS will be approximately ₦750,000 (0.75%), plus CAC filing fees.

2. Required Permits & Agencies

Registration isn't finished once you get your CAC certificate. You must navigate three key agencies:

• NIPC Registration: You must register with the Nigerian Investment Promotion Commission (NIPC). This gives you "Business Permit" status and allows you to repatriate profits and capital out of Nigeria legally.
• Business Permit: Issued by the Federal Ministry of Interior. This is mandatory for any company with foreign ownership to legally operate on Nigerian soil.
• Expatriate Quota: If you plan to bring in foreign staff (e.g., a foreign MD or Technical Director), you must apply for "Quota Positions" from the Ministry of Interior. Each position currently costs about ₦1,500,000 in statutory fees.

3. Documentation Checklist

• For Individual Foreigners: * Scanned data page of your International Passport.
  • Proof of address in your home country (utility bill).
  • NIN (if you are already a resident) or a foreign identification number.
• For Foreign Corporate Shareholders (Subsidiaries): * Certificate of Incorporation from the home country.
  • Board Resolution authorizing the investment in Nigeria.
• Local Requirements:
  • Physical Nigerian Address: A verifiable office address (not a P.O. Box).
  • Company Secretary: A Nigerian resident (often a lawyer or firm) must be appointed.

4. Financial Compliance: The CCI

Once incorporated, you must open a "Capital Importation" account. When you transfer your investment funds (equity) into Nigeria, your bank will issue a Certificate of Capital Importation (CCI).

Why this matters: Without a CCI, you will face extreme difficulty when trying to convert your Naira profits back into USD/EUR to send them home in the future.

Summary Table for Foreign Investors