If you want to register a company in Nigeria from China, this guide will walk you through the essential steps. It will also outline the requirements for a smooth process.

In Nigeria, a foreigner is allowed to register a company irrespective of nationality and place of residence. Moreover, you do not have to be physically present in Nigeria. This means that a Chinese national or any person living or staying in China can register a company in Nigeria through an accredited agent, to a large extent. In addition, there is no need to physically travel to Nigeria to complete the documentation process. This is provided that the appropriate requirements and procedures have been duly complied with. With this in mind, this article seeks to provide an in-depth guide on how to legally register a company in Nigeria. It applies to those physically residing in China.

HOW TO REGISTER A COMPANY IN NIGERIA FROM CHINA

WHAT TYPE OF COMPANY CAN BE REGISTERED IN NIGERIA FROM CHINA?

Under the Companies and Allied Matters Act, the type of company that can be registered in Nigeria from China is a Private Company Limited by Shares (Ltd/LLC). Registering as a Private Limited Liability Company gives rise to the following incidents:

1. Separate Legal Identity distinct from the owners.
2. The liability of the Shareholders is limited to their contribution.
3. The Company is entitled to have either one or multiple shareholders and directors.
4. Wide Operating Powers, i.e., can participate in any kind of legal business sector.
5. Although a Chinese national can choose other options in registering a company in Nigeria, such as a business name or Public Limited Company (PLC), these options are less appropriate.

REQUIREMENT FOR REGISTRATION OF COMPANY IN NIGERIA FROM CHINA

The following are the requirements for registering a company in Nigeria from China;

1. Proposed name(s) of the company for reservation
2. Nature of business
3. Authorized share capital of N100,000,000 (One hundred million) – Please note that you aren’t required to provide one hundred million naira during the company formation process; however, the cost implication will be assessed based on the amount stated as authorized share capital
4. Address of the company (Must be in Nigeria)
5. A minimum of one shareholder
6. A minimum of one director.
7. A local Company Secretary
8. Personal details of shareholders, directors and Secretary such as: Full names, Date of birth, Residential address, phone number, email, occupation, etc
9. Valid means of identification of all members of the company (Foreign ID will suffice for non-residents)
10. Electronic signatures of all members of the company

In cases where the foreign members have no intention of living in Nigeria, we recommend that a Nigerian who lives in Nigeria be appointed as at least a nominal director or company secretary. Therefore, this will enable ease of compliance within the country.

CAN I REGISTER A COMPANY IN NIGERIA FROM CHINA WITHOUT A LOCAL PARTNER?

Yes, you can do so. Nigeria offers 100% foreign ownership for most business sectors. You can therefore be the sole shareholder and director of your company as a Chinese national. However, you must appoint a local company secretary and have a valid Nigerian address.

IS A PHYSICAL ADDRESS MANDATORY FOR REGISTERING MY COMPANY IN NIGERIA FROM CHINA?

No, it isn’t. A virtual address within Nigeria will suffice, so long as it’s a valid and verifiable address.

POST REGISTRATION CONSIDERATIONS: THINGS YOU NEED TO DO IMMEDIATELY AFTER REGISTERING THE COMPANY

Depending on your goals, the following are post-registration steps you and your co-founder must consider working on to do business in Nigeria legally after incorporating your company in Nigeria. In order of priority, they are as follows;

1. Conduct tax registration of your company with the Nigeria Revenue Service; Tax registration entitles you to a Tax Identification Number (TIN) from the Nigeria Revenue Service (NRS) for the newly incorporated company. The TIN is a unique identifier that is connected to the company, which allows the company to charge and remit the appropriate tax fee.
2. Have your company registered with the Economic and Financial Crimes Commission (EFCC): EFCC registration is a mandatory legal requirement that enables the Federal Government to monitor financial crimes and the sponsoring of terrorism through corporate entities. For more on this topic, read our article on SCUML registration through this link
3. Have your company registered with the Nigeria Investment Promotion Commission: Upon incorporation with the CAC, it is a mandatory requirement to register the company with NIPC before it can legally operate as a company in Nigeria. The NIPC is responsible for promoting and supporting investment in Nigeria. It also administers investment incentives, such as Pioneer Status, for companies that meet the eligibility requirements.

To register with the NIPC, you must:

• Complete the prescribed application form.
• Provide details of the company’s shareholders and directors.
• Pay the required registration fee.

Once the application is reviewed and approved, the NIPC issues a Certificate of Business Registration, which confirms the company’s registration with the Commission.

4. Apply for a Business Permit from the Nigerian Ministry of Interior:

If the company plans to employ foreign nationals, it must also apply for an Expatriate Quota. This approval allows the company to hire foreign employees and is required before they can obtain a work permit. Once the application is approved, each foreign employee is issued a Combined Expatriate Residence Permit and Aliens Card (CERPAC). As a result, the CERPAC allows the employee to live and work legally in Nigeria.

5. Obtain Certificate of Capital Importation (CCI):

A Chinese national, after incorporating the company in Nigeria, must obtain a Certificate of Capital Importation (CCI) from an authorized dealer, usually a Nigerian bank, after bringing investment capital into the country. The capital may be in the form of cash, equipment, goods, equity, or loans.

The CCI serves as official proof that the investment entered Nigeria through the proper channels. It also allows the investor to legally repatriate capital, dividends, and profits out of Nigeria when needed.

6. Open a Corporate Bank Account in Nigeria:

To successfully do this, some of the requirements include: bank verification number of directors of the company, the company’s Tax Identification Number, and Evidence of registration with the EFCC (i.e SCUML certificate)

7. Make adequate provision for post-incorporation compliance for your newly formed company: Company registration is one aspect of starting a business in Nigeria. However, to maintain the registered status of the company as well as ensure that your company continues to remain in the right standing with the law, you must make plans to engage a compliance team. In this case, the compliance team will keep track of your company’s activities and advise on appropriate laws as it concerns your business.

OTHER REGISTRATION AND LICENSING REQUIREMENTS

Depending on the industry in which your company operates, you may need to obtain additional registrations or licenses from the relevant government agencies. These may include:

1. Central Bank of Nigeria (CBN) – for banking and other financial services.
2. National Agency for Food and Drug Administration and Control (NAFDAC) – for food, drugs, cosmetics, medical devices, and related products.
3. Nigerian Electricity Regulatory Commission (NERC) – for electricity generation, transmission, distribution, and related services.
4. Nigerian Communications Commission (NCC) – for telecommunications and communication services.
5. Nigerian Civil Aviation Authority (NCAA) – for aviation and air transport businesses.
6. Nigerian Maritime Administration and Safety Agency (NIMASA) – for shipping, maritime transport, and related activities.

The specific licenses required will depend on the nature of your business and the industry in which you operate.

SPECIAL CONSIDERATIONS FOR SETTING UP A CORPORATE BANK ACCOUNT FOR A CHINESE NATIONAL

Before a corporate bank account can be opened or activated, one of the requirements that must be met is to obtain a BVN (Bank Verification Number) and NIN (National Identification Number). This can be achieved by appointing a Local Nigerian Director at Incorporation. This is because even though a Chinese National can be a director, they need a CERPAC card (residency permit). Otherwise, a foreign director cannot operate a corporate bank account in Nigeria. For this reason, it is advisable to appoint a local Nigerian director to handle issues related to banking while the Chinese Shareholder maintains ownership.

CONCLUSION

By meeting the legal requirements and following the correct registration procedures, a Chinese national can successfully establish and operate a business in Nigeria without necessarily living in Nigeria. It is also important to obtain the necessary post-incorporation registrations, permits, and industry-specific licenses where applicable. Proper compliance with Nigerian corporate, tax, and immigration laws will help ensure smooth business operations. Seeking professional legal or corporate advisory services can further simplify the process and ensure full compliance with all regulatory requirements.

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