When you dream of expanding your brand across borders, Africa’s giant, Nigeria, often stands tall as the prize. A land of promise. Of people. Of purchase power.

But before a foreign company step into this vibrant market, there is a number you must know; A figure that represents readiness. It is called the minimum share capital.

This guide, written with expert insights from All-In-One Nigeria, will help you incorporate smoothly and correctly.

Let’s take a poetic, practical journey into the heart of incorporation.

Why Incorporate a Foreign Company in Nigeria?

Nigeria offers untapped markets, a youthful population, and growing tech adoption.

Many foreign investors ask: “Can we own a company outright?” The answer is yes. With structure.

To incorporate a foreign company in Nigeria, you must meet share capital rules, follow legal procedures, and register properly. Let’s start with the capital itself.

What Is the Minimum Share Capital in Nigeria?

Share capital represents the amount the company promises to invest or use in operations.

It signals credibility, intent, and legal compliance.

General Requirement:

The Companies and Allied Matters Act (CAMA) 2020 sets the minimum share capital for foreign-owned companies at NGN 100 million.

This applies when:

• A foreigner owns 100% of the company
• The business is seeking investment incentives
• The company wants to qualify for expatriate quotas

Other Capital Thresholds:

Different sectors have different capital needs:

Sector	Minimum Share Capital (₦)
Oil & Gas (Servicing)	₦10 million
ICT Companies	₦10 million
Construction	₦10 million
Import & Export	₦10 million
Manufacturing	₦100 million or more

Always confirm with regulators before incorporation.

True Story: Why Share Capital Matters

In 2023, a foreign logistics firm tried to register in Lagos.

Their proposed capital was ₦10 million.

They were denied expatriate quotas.

After raising capital to ₦100 million, they succeeded.

The number is more than money. It reflects intent.

How to Incorporate a Foreign Company in Nigeria

Step 1: Decide Your Business Structure

Foreigners typically register as:

• Private Limited Company (Ltd)
• Public Limited Company (Plc)
• Representative Office (non-trading)

Step 2: Name Reservation at CAC

Go to www.cac.gov.ng

Search and reserve a unique business name.

Step 3: Prepare Incorporation Documents

Documents include:

• Memorandum & Articles of Association (with capital stated)
• Form CAC1.1 (application form)
• IDs of directors/shareholders
• Evidence of share capital
• Business address

Step 4: Appoint a Local Director

At least one Nigerian director must be on record.

This fosters local accountability.

Step 5: Pay Stamp Duty and Filing Fees

Stamp duty is paid to the Federal Inland Revenue Service (FIRS).

Fees scale with share capital amount.

For ₦100 million capital, expect to pay:

• CAC filing: ~₦50,000
• Stamp duty: ~₦150,000

Step 6: Submit and Await Incorporation Certificate

Once approved, CAC issues:

• Certificate of Incorporation
• Form CAC2 & CAC7 (Shareholders & Directors)
• Memorandum and Articles (with CAC stamp)

Post-Incorporation Requirements

After incorporating, foreign companies must:

• Register for Tax Identification Number (TIN)
• Open a Nigerian bank account
• Register for Value Added Tax (VAT)
• Apply for expatriate quotas (if needed)
• Apply for NIPC Business Registration Certificate

All-In-One Nigeria simplifies these steps with experience and efficiency.

Capital Requirements and NIPC Guidelines

The Nigerian Investment Promotion Commission (NIPC) promotes foreign investment.

To qualify for incentives, NIPC requires:

• ₦100 million minimum capital for foreign ownership
• Evidence of capital importation via a Nigerian bank
• Registration with the Corporate Affairs Commission (CAC)

This is critical for sectors like manufacturing, telecoms, and fintech.

How to Prove Your Share Capital

Capital does not have to be cash at registration.

It is the value stated in your memorandum.

However, for regulatory approvals, you may need to:

• Present a Certificate of Capital Importation (CCI)
• Show bank evidence of inward remittance
• Maintain transparency with FIRS and CAC

Market Trends in 2025: Foreign Interest Is Rising

Foreign Direct Investment (FDI) into Nigeria grew by 14% in Q1 2025.

Top sectors include:

• Green energy
• Digital services
• Manufacturing

Many investors now incorporate through trusted partners.

All-In-One Nigeria remains one of the most reliable incorporation service providers.

Common Mistakes When Incorporating Foreign Companies

• Under-declaring share capital
• Ignoring sector-specific rules
• Using unverified agents
• Not appointing a Nigerian director
• Failing to register with NIPC post-incorporation

Avoid these with proper guidance.

Practical Tips for Smooth Incorporation

• Decide capital based on future needs
• Use a law firm or expert firm like All-In-One Nigeria
• Keep digital copies of every document
• Start NIPC registration immediately after CAC
• Open your business bank account within 14 days

Emotional Note: Your Capital Is Your Commitment

Every kobo of your share capital is a signal; a symbol of trust, seriousness, and staying power.

Nigeria welcomes those who invest with intention, and the system rewards transparency.

The Legal Frame: CAMA 2020 in Plain Words

The Companies and Allied Matters Act (CAMA) 2020 redefined Nigeria’s business law.

Key updates for foreign companies:

• Share capital is now required to be fully subscribed
• Minimum of one shareholder
• No need for a physical seal

But the capital requirement remains firm:

• ₦100 million minimum for fully foreign-owned businesses.

 

FAQs: Foreign Company Capital in Nigeria

Q: Can I incorporate a company as a foreigner?
A: Yes. 100% ownership is legal with ₦100 million minimum capital.

Q: Do I need to pay the capital immediately?
A: Not in cash. But you must state it and plan to bring it in.

Q: What if I have a Nigerian partner?
A: You may qualify for reduced capital depending on your share ratio.

Q: What is the cost of full incorporation?
A: Fees depend on capital, sector, and services. Expect ₦300,000 to ₦500,000 total.

Final Thoughts

If you plan to build in Nigeria, build right.

Start with capital that aligns with vision.

Declare boldly. Register legally. Operate ethically.

And don’t let paperwork delay progress.

Let experts help you.

Visit our website: www.allinonenigeria.com
Email: projects@allinonenigeria.com