Japan Outbound Investment Guide – Intellectual Property, Immigration & Regulations for foreign innovators in Nigeria

Nigeria has recently reviewed and amended two principal laws regulating investments in the country: The Companies and Allied Matters Act 2020, which primarily regulates corporate entities, and the Finance Act 2021, which governs applicable taxes.

A foreigner, individual or corporate, can invest into and operate an enterprise in Nigeria, either by direct or portfolio investment, in all sectors except limited areas such as production of arms, narcotic drugs, psychotropic substances, and military and paramilitary uniforms and accoutrements.

For direct investment, a foreigner, alone or with Nigerians, is required to incorporate a company with the Corporate Affairs Commission (CAC) before commencing any business activity. The CAC now carries out e-registration of companies on its portal. However, foreign companies carrying out the following activities can be exempt from registering a company:

A project on behalf of the Nigerian government;

. Executing an individual loan project on behalf of a donor country or international organisation;

. Foreign government-owned companies engaged solely in export promotion activities; and

. Engineering consultants and technical experts under a federal government-approved contract with a state government.

Before or after incorporation, the company may require licences and approvals from appropriate regulatory bodies to commence operation, particularly in the banking, securities, oil and gas, aviation, insurance, telecommunications, food and beverage, manufacturing, sport betting, engineering and hospitality sectors.

Foreigners are also allowed to own 100% share in a company registered in Nigeria, except for the sectors that require compulsory participation or control by Nigerians, such as oil and gas, shipping, broadcasting, advertising, engineering, sports betting, aviation and pharmaceutical.

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