1. About Investment & Business Structuring Law in Nigeria
Investment and business structuring law in Nigeria governs how individuals and organisations form, own, and operate businesses. It covers choosing the right entity type, ownership and control, governance frameworks, cross-border investments, licensing, and regulatory compliance. The goal is to provide a legally compliant structure that supports growth and reduces risk.
The Corporate Affairs Commission (CAC) is the primary regulator for company registration and governance in Nigeria. The Nigerian Investment Promotion Commission (NIPC) works to facilitate and coordinate investments into the country. These regulators, together with tax authorities and sector-specific rules, shape how businesses are created and sustained in Nigeria.
The Corporate Affairs Commission handles company registrations, regulatory oversight, and maintains the Nigerian company registry.
Source: CAC
The Nigerian Investment Promotion Commission coordinates investment promotion, investment registration, and facilitation for investors in Nigeria.
Source: NIPC
Key statutes commonly cited in investment structuring include the Companies and Allied Matters Act 2020 (CAMA 2020), which modernises corporate law, and taxation regimes administered by the Federal Inland Revenue Service (FIRS). In practice, professionals align corporate formation, governance, and compliance with these laws to achieve lawful and efficient structures for Nigerian and foreign investors alike.
2. Why You May Need a Lawyer
-
Starting a Nigerian subsidiary for a foreign investor with full ownership - A tech company abroad wants to set up a Nigerian subsidiary as a wholly-owned entity. You will need careful structuring to comply with CAC incorporation, shareholding records, and potential sector restrictions. A lawyer can draft the incorporation documents and review the ownership framework before filing with CAC.
-
Converting a sole proprietor or partnership into a private limited company (Ltd) - This transition reduces personal liability and enables access to formal credit facilities. A legal professional should prepare the restructuring plan, update the equity allocations, and file the required forms with CAC and the relevant tax authorities.
-
Mergers, acquisitions or restructuring within a Nigerian group - A multinational seeks to merge two Nigerian subsidiaries or create a holding group. You will need due diligence, competition and regulatory approvals, and an orderly reorganisation plan to avoid post-merger disputes. A lawyer coordinates multi-jurisdictional filings and ensures compliance with CAMA 2020 requirements.
-
Complying with governance and annual filing requirements - Nigerian private companies must file annual returns, maintain a corporate secretary, and meet director requirements. A lawyer helps prepare annual returns, ensure proper corporate governance, and respond to CAC inquiries on time.
-
Structuring for tax outcomes and investment incentives - Investors look for tax efficiency and eligibility for incentives under Nigerian tax rules and investment schemes. A legal counsel can map the structure to align with CITA, VAT, and applicable Finance Acts while keeping compliance at the forefront.
3. Local Laws Overview
Nigeria uses a layered framework for investment and business structuring. Here are 2-3 core statutes that frequently shape structuring decisions:
-
Companies and Allied Matters Act 2020 (CAMA 2020) - This statute modernises corporate law in Nigeria, enabling features such as electronic filing and one-person companies. It dictates how companies are formed, governed, and dissolved. It also updates governance requirements for directors and secretaries.
-
Nigerian Investment Promotion Commission Act (NIPC Act) - as amended - The Act and its amendments aim to promote and coordinate investments into Nigeria. It governs investment registration, permits, and facilitation for foreign and domestic investors, often guiding how projects are introduced to regulators.
-
Companies Income Tax Act (CITA) and related tax regimes - Nigeria taxes corporate profits under CITA, with the Federal Inland Revenue Service (FIRS) administering compliance. Tax planning and structuring must align with corporate tax rates and relief provisions established by the Finance Acts and tax regulations.
The government has introduced reforms through Finance Acts to extend targeted incentives for priority sectors. For precise incentives and current rates, consult FIRS guidance and CAC/NIPC resources.
Finance Acts periodically adjust tax incentives and compliance thresholds to support investment growth.
Source: FIRS
Recent trends include digitalisation of registrations, more transparent corporate record-keeping, and streamlined investor facilitation. Stakeholders also see increased emphasis on good governance, anti-money laundering controls, and sector-specific licensing regimes. For sector-specific guidance, refer to the regulator for that sector (for example, CAC for company law, NIPC for investment permits).
4. Frequently Asked Questions
What is Investment & Business Structuring law in Nigeria?
It covers how businesses are formed, owned, governed, and regulated in Nigeria. It includes corporate forms, ownership structures, and regulatory compliance requirements under national laws and regulator rules. Lawyers help ensure structures meet current statutes and regulatory expectations.
How do I set up a private limited company under CAMA 2020?
Begin with name reservation and prepare a Memorandum and Articles of Association. You will also appoint at least one director and a company secretary in most cases. The CAC process is completed online, with periodic verification of documents.
How much does it cost to incorporate a Nigerian company?
Costs vary by entity type and services used, but typical fees include CAC filing, name reservation, and secretary services. Additional costs may apply for legal advice, share capital filings, and post-incorporation changes. A lawyer can provide a detailed, itemised quote.
How long does company registration typically take in Nigeria?
Online registration for a standard private company can take from several days to a few weeks, depending on accuracy and CAC processing times. Complex structures or special sector approvals can extend the timeline. A lawyer helps prepare complete documents to avoid delays.
Do I need a Nigerian resident director for my company?
Common requirements depend on sector and business activities; several structures permit non-resident directors with Nigerian compliance. The law and CAC filings may prefer resident directors for certain regimes. A lawyer can verify current requirements for your case.
What is the role of CAC in business structuring?
The CAC registers companies, maintains corporate records, and ensures compliance with statutory requirements. They handle name reservations, incorporation, annual returns, and related governance filings. An attorney coordinates all filings to avoid procedural errors.
How can I obtain investment registration or permits with NIPC?
Investors often start with registration of the investment project and, when required, obtain investment permits or approvals for specific sectors. NIPC provides guidance and processing pathways through its portal and offices. A lawyer helps prepare the required documents and liaises with NIPC.
What’s the difference between a sole proprietorship and a private limited company?
A sole proprietorship offers simple setup and direct control but unlimited personal liability. A private limited company provides limited liability, separate legal personality, and easier access to financing. Tax and regulatory requirements are also different under each structure.
Do I need a company secretary under CAMA 2020?
Yes, in many cases you must appoint a company secretary to manage governance filings and statutory records. The secretary plays a key role in timeliness and accuracy of regulatory filings. A lawyer can advise on appointment and qualifications.
When can I convert an existing business to a one-person company?
Conversion is possible when permitted by CAMA 2020 and applicable regulatory guidelines. You will need to prepare the appropriate resolutions and filings to CAC and the tax authorities. A lawyer can supervise this process to ensure compliance.
How do Nigerian tax laws affect business structuring?
Tax considerations influence entity choice, transfer pricing, and allowable deductions. Nigeria applies corporate tax, VAT, and other levies, all administered by FIRS. A tax lawyer or corporate lawyer helps align structure with current tax rules.
Can a foreign investor own 100 percent of a Nigerian company?
In many sectors, full foreign ownership is allowed, while some areas may require local participation or approvals. Commercial and regulatory regimes should be checked before structuring. A lawyer can assess sector-specific rules and secure the appropriate approvals.
5. Additional Resources
These official organisations provide core guidance and regulatory functions relevant to Investment & Business Structuring in Nigeria:
- Corporate Affairs Commission (CAC) - Responsible for company registrations, regulatory oversight, and maintaining the company registry. Official site: CAC
- Nigerian Investment Promotion Commission (NIPC) - Coordinates investment promotion, registration, and facilitation for investors in Nigeria. Official site: NIPC
- Federal Inland Revenue Service (FIRS) - Administers corporate taxation and other tax regimes; provides guidance on tax compliance for businesses. Official site: FIRS
6. Next Steps
- Define your business objectives and preferred entity type. Decide whether you need 100 percent ownership, local participation, or specific sector licenses. Timeline: 1-2 days.
- Identify potential law firms or solicitors with Nigeria investment structuring experience. Check CAC, NIPC, and FIRS references for practitioners. Timeline: 1-2 weeks.
- Request a detailed engagement proposal, including scope, fees, and timelines. Review sample engagement letters and confirm conflict checks. Timeline: 1 week.
- Prepare and gather key documents for incorporation or restructuring (identification, shareholder details, board resolutions, registered address). Timeline: 1-3 weeks depending on readiness.
- Meet for an initial consultation to map out the structure, approvals required, and regulatory checkpoints. Timeline: 1 hour to 1 day for the meeting; planning 1-2 weeks for deliverables.
- Enter into a formal engagement with a lawyer, including an agreed fee schedule and milestones. Timeline: 1 week.
- Proceed with filings, regulatory approvals, and post- incorporation or restructuring steps under the lawyer's supervision. Timeline: 2-8 weeks depending on complexity and regulator processing times.
Lawzana helps you find the best lawyers and law firms in Nigeria through a curated and pre-screened list of qualified legal professionals. Our platform offers rankings and detailed profiles of attorneys and law firms, allowing you to compare based on practice areas, including Investment & Business Structuring, experience, and client feedback.
Each profile includes a description of the firm's areas of practice, client reviews, team members and partners, year of establishment, spoken languages, office locations, contact information, social media presence, and any published articles or resources. Most firms on our platform speak English and are experienced in both local and international legal matters.
Get a quote from top-rated law firms in Nigeria — quickly, securely, and without unnecessary hassle.
Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.
