Company Registration in Nigeria for Foreigners: The ₦100 Million Share Capital Requirement

Nigeria is one of the largest consumer markets on the continent. Over 200 million people, a growing technology and services sector, natural resources, and a commercial environment that rewards businesses that arrive properly structured. For a foreign investor, however, the path from interest to operation is not as straightforward as most entry guides suggest.

The most important thing a foreign investor needs to understand before registering a company in Nigeria is this: there is a difference between the number on the incorporation form and the number that actually determines whether your business can operate.

That difference is the gap between ₦10 million and ₦100 million. And it is a gap that has caught many foreign investors off guard.

Two Numbers. One That Actually Matters.

The Corporate Affairs Commission, which is the body responsible for incorporating companies in Nigeria, requires a minimum share capital of ₦10 million for companies with foreign participation. Many business registration guides stop there. That figure is accurate. It is also incomplete.

The Federal Ministry of Interior, which is responsible for granting business permits, requires a minimum paid-up capital of ₦100 million before it will authorise a wholly foreign-owned or foreign-participating company to carry on business in Nigeria.

A company incorporated at the lower threshold will have a valid CAC registration number and a certificate of incorporation. What it will not have is the business permit it needs to lawfully carry on commercial activities, employ expatriate staff, satisfy Nigerian commercial banks, or engage with most regulators and institutional partners.

What Incorporation Actually Gives You

CAC registration creates the company as a legal entity. It gives you a company registration number, a registered name, a certificate of incorporation, and the right to exist on paper as a Nigerian business. This is necessary. It is not sufficient.

For a Nigerian-owned company, incorporation is often enough to begin operations, open accounts, and trade. For a foreign-owned company, incorporation is the starting line, not the finish.

A foreign investor who registers at CAC and immediately begins operating without the additional approvals is building on an incomplete structure. The problems this creates are not always visible immediately. They tend to surface when the business needs a fully operational bank account, when it wants to bring foreign capital into Nigeria formally, when it needs to employ an expatriate, when it applies for a sector licence, or when a prospective client, investor, or partner conducts due diligence.

The Full Registration Picture for a Foreign-Owned Company

Getting a foreign-owned Nigerian company to full operational status involves several distinct stages, each with its own requirements, timelines, and sequencing logic. The order in which these are completed matters.

1. Confirm the Business Activity Before any documents are filed, the proposed business activity must be reviewed against Nigeria's sector restrictions and the negative list of prohibited investments. Some sectors require regulatory approval before operations can commence, regardless of corporate structure.
2. Determine the Correct Share Capital This decision must account for what the company needs downstream. Share capital affects CAC filing costs, stamp duties, ownership structure, business permit eligibility, expatriate quota applications, banking credibility, and future investment documentation. For most operational foreign companies, ₦100 million is the figure that matters.
3. Incorporate at the CAC The company is registered with the Corporate Affairs Commission. This produces the certificate of incorporation, memorandum and articles of association, and the company's registration particulars. The CAC process can often be managed without the investor being physically present in Nigeria.
4. Register with the Nigerian Investment Promotion Commission The NIPC Act requires enterprises with foreign participation to apply for business registration with the Commission. NIPC registration places the company within Nigeria's formal foreign investment framework and is relevant to investor protections, profit repatriation, capital importation, and regulatory engagement.
5. Obtain a Business Permit This is the approval that authorises a foreign-owned or foreign-participating company to carry on business in Nigeria. It is issued by the Federal Ministry of Interior. This is where the ₦100 million paid-up capital requirement becomes directly relevant. Without it, a foreign-owned company's operations are on uncertain legal ground regardless of how clean the CAC filing is.
6. Complete Tax Registration and Banking Tax registration with the Federal Inland Revenue Service is an early requirement. Bank account opening for a foreign-owned company is a substantive process requiring incorporation documents, board resolutions, shareholder and director information, tax documentation, and often additional compliance materials depending on the bank.
7. Apply for Expatriate Quota if Foreign Staff Will Work in Nigeria Foreign ownership of a Nigerian company does not give the foreign owner the right to work in Nigeria. Where expatriate staff, founders, directors, or technical personnel will physically work in the country, expatriate quota approval must be obtained from the Federal Ministry of Interior before those individuals can be properly employed and present.
8. Document Capital Importation Before Transferring Funds Foreign capital brought into Nigeria must be imported through authorised banking channels so that a Certificate of Capital Importation can be obtained. This certificate is what permits future repatriation of dividends, profits, and capital. Funds transferred without proper importation documentation create a problem that is slow and expensive to correct.

Why Foreign Investors Get This Wrong

The most common mistake is treating company registration in Nigeria the way it works in the investor's home country, where incorporation and operational permission often arrive together. In Nigeria, for a foreign-owned company, these are separate processes administered by different government bodies with different requirements and timelines.

A second mistake is structuring the company around the lower CAC threshold to reduce upfront capital commitment, without accounting for what happens when the company later applies for a business permit, tries to open a full commercial account, or seeks regulatory approval for a sector-specific activity. Correcting a capital structure after incorporation is possible, but it adds time, cost, and complexity to a process that should have been straightforward from the start.

A third mistake, particularly common among diaspora investors and foreign nationals with Nigerian contacts, is relying on informal local representation without ensuring that the representation is properly structured, documented, and accountable. The legal and operational risk of an undocumented nominee or an unverified local agent is not always apparent until something goes wrong. And when it does, the investor is usually the one who has the most to lose.

What About Sector-Specific Requirements?

The ₦100 million business permit threshold is the general floor. Several sectors require additional capital, sector licences, or regulatory approval before a company can operate, and in some cases the minimum capitalisation required by the relevant sector regulator is substantially higher than ₦100 million.

Financial services, fintech, lending, insurance, capital market activities, telecommunications, media, oil and gas, mining, pharmaceuticals, education, gaming, aviation, and health-related businesses are among the sectors with their own regulatory bodies and approval requirements. In some of these sectors, a licence must be obtained before the company can open for business, regardless of how well-capitalised it is.

This is why the business activity must be reviewed and confirmed before any documents are filed or funds are committed.

What the Right Entry Structure Actually Looks Like

A foreign-owned Nigerian company that is properly structured from the start can open bank accounts without repeated rejections, onboard investors cleanly, sign contracts without compliance gaps, apply for permits in the correct sequence, satisfy regulators, hire staff lawfully, bring in foreign capital with the right documentation, and support repatriation when the time comes.

A poorly structured company does the opposite. For startups, a defective structure affects investor due diligence and can kill a funding round. For trading companies, it creates banking and contract problems. For service businesses, it affects tax, expatriate employment, and client onboarding. For diaspora founders, it affects control, visibility, and the trust of local partners and customers.

The registration stage is not merely administrative. It is the legal and commercial foundation of everything that comes after it.

Every question that should have been answered before filing becomes a problem to manage after filing. And problems managed after filing are always more expensive than decisions made correctly at the start.