DOING BUSINESS IN NIGERIA
INCORPORATING A BUSINESS ENTERPRISE:
Legal Framework for Business Activities
Methods of Conducting Business:
All business enterprises must be registered with the Registrar-General
of the Corporate Affairs Commission (CAC) (Registrar of Companies). A foreign investor
wishing to set up business operation in Nigeria should take all steps necessary
to obtain local incorporation of the Nigerian branch or subsidiary. Business activities
may be undertaken in Nigeria as a :
- Private or Public limited liability company;
- Unlimited liability company;
- Company limited by guarantee;
- Foreign Company (branch or subsidiary of foreign company)
- Partnership/Firm;
- Sole Proprietorship;
- Incorporated trustees;
- Representative office;
INCORPORATING A BUSINESS ENTERPRISE:
The Companies Allied Matters Act as Legal Framework for Business Activities
The Companies and Allied Matters Act, 1990 (the Companies Act) is the
principal law regulating the incorporation of businesses. The administration
of the Companies Act is under-taken by the CORPORATE AFFAIRS COMMISSION
(CAC) and its functions include:
- the regulation and supervision of the formation, incorporation,
registration, management and winding up of companies.
- the maintenance of a Companies Registry;
- the conduct of investigation into the affairs of any company in
the interest of share-holders and the public.
Minimum Share Capital and Disclosures in Memorandum of Association:
The minimum authorised share capital is N10,000 in the case of private
companies or N500,000 in the case of public companies. The Memorandum
of Association must state inter-alia that the subscribers "shall take amongst
them a total number of shares of a value not less than 25 per cent of
the authorised capital and that each subscriber shall write opposite
his name the number of shares he takes."; The law permits and acknowledges
the roles of attorneys and other relevant professionals in facilitating
business transactions provided, of course, that this "agency arrangement
is disclosed".