Introduction

As of 2026, foreign participation in Nigerian Limited Liability Companies (LLC) is heavily regulated to ensure substantive investment, requiring a higher capital threshold and additional approvals compared to local companies. The primary regulator is the Corporate Affairs Commission (CAC), governed by the Companies and Allied Matters Act (CAMA) 2020.

1. Key Requirements for Foreign Participants

• Minimum Share Capital: A mandatory minimum issued share capital of ₦100,000,000 (one hundred million naira) is required for any company with foreign participation.
• Directors & Shareholders: At least two directors are required. Foreigners can own 100% of the company, but a resident Nigerian director or registered local address is typically needed for legal correspondence.
• Company Secretary: A company secretary must be appointed.
• Registered Address: A physical office address in Nigeria must be provided.
• Documentation: Notarized or apostilled identification documents (passport, utility bill) for all foreign directors/shareholders.

2. Mandatory Post-Incorporation Steps

• NIPC Registration: Registration with the Nigerian Investment Promotion Commission (NIPC) is mandatory to obtain a Business Registration Certificate, which guarantees protection for foreign investment and repatriation of profits.
• Business Permit & Expatriate Quota: Obtained from the Ministry of Interior. A business permit allows the company to operate, while an expatriate quota is required to employ foreign staff.
• Certificate of Capital Importation (CCI): Essential for bringing in foreign capital through an authorized dealer bank to allow for the future repatriation of dividends and capital.

3. Estimated Costs (2026)

The cost of incorporation varies based on the share capital and professional fees.

• CAC Filing Fees: Based on the ₦100M share capital, filing fees are calculated by the CAC (approx. ₦5,000 per ₦1 million, with high base fees for this capital level).
• Stamp Duty: 0.75% of the ₦100M share capital (approx. ₦750,000) payable to FIRS.
• NIPC Registration Fee: Approximately ₦15,000.
• Business Permit Processing: Approx. ₦100,000 (standard fee).
• Professional Fees: Legal/accredited agent fees to handle the process range from ₦400,000 to over ₦500,000 depending on complexity.
• Total Setup Estimate: Including statutory fees, stamp duty, and professional help, the initial setup can cost between ₦2.5 million to ₦3 million+ Naira.

Summary Checklist

1. Name Reservation: ₦500+ (Valid for 60 days).
2. Incorporation (CAC): ₦100M Minimum Issued Capital.
3. TIN: Automatically generated with certificate.
4. NIPC Registration: Mandatory.
5. Bank Account & CCI: To formalize investment.
6. Business Permit: To start operations.
7. Expatriate Quota: For foreign employees.