How to Register a Company in Nigeria from Canada: A Full Guide

The five-second version: You don't need to board a plane. A Canadian can own 100% of a Nigerian company — no local partner required. The filing is online, the certificate lands in roughly one to two weeks, and you're fully operational in six to ten. The number that scares everyone off is ₦100 million, and it is almost certainly not what you think it is. And your certificate is the starting line, not the finish. LegalDoc handles the entire CAC filing for you from Lagos, with the statutory fees confirmed before anything is filed.

Now the full version:

Somewhere around the third Google result, most Canadian founders researching this hit a wall. It reads something like "minimum share capital for companies with foreign participation: ₦100,000,000" — and the tab quietly gets closed.

A hundred million naira. For a company that hasn't sold anything yet.

Here's the thing: that number is real, and almost every article states it correctly and then explains it terribly. It is not money you wire to the Nigerian government. It is not a deposit. It is not sitting in an escrow account waiting for you. Understanding what it actually is — and what it genuinely costs you — is the difference between abandoning this idea and getting it done in a fortnight.

Let's take it apart properly.

Yes, you can do all of this from Canada

Start with the good news, because it's genuinely good.

Nigeria permits full foreign ownership across most of its economy. A Canadian citizen can hold every single share in a Nigerian company without a local partner, a local nominee, or anyone's permission. This isn't a loophole — it flows from Section 17 of the NIPC Act, which stripped out the old ceilings on foreign equity. There's no requirement to hand a percentage to a Nigerian counterpart for the privilege of being there.

The exceptions are narrow and specific. There's a "negative list" — arms and ammunition, narcotics, military and paramilitary uniforms — that's closed to everyone, Nigerian and foreigner alike. Then there are sectors with their own local-content floors: oil and gas requires majority Nigerian equity under the Nigerian Content Act, and broadcasting, shipping and mining carry their own restrictions. If you're in software, consulting, e-commerce, logistics, agritech, education, professional services or almost any normal trading business, none of that touches you.

The Corporate Affairs Commission — Nigeria's registrar, the CAC — runs its registration entirely online now. Your directors and shareholders don't need to set foot in Nigeria for incorporation. No notarised paper bundle in a courier bag, no embassy queue in Ottawa, no flight.

There's one hard rule worth internalising before anything else. Under Section 78 of CAMA 2020, a foreign company that wants to carry on business in Nigeria has to incorporate a Nigerian entity first. You cannot simply trade into Nigeria from your Ontario corporation and sort out the paperwork later. Acts done in breach of that are void, and the officers who authorised them can be held personally liable. Your Canadian company can own the Nigerian one — that's completely normal — but the Nigerian one has to exist.

The ₦100 million question, answered properly

Here's what that figure actually means.

Share capital is a declaration of the value of shares issued to your shareholders. It's a line in your company's constitution describing the commitment your shareholders have made to the business. It is not a payment to the CAC, and nobody is going to ask you to prove ₦100 million is sitting in a Nigerian bank account on incorporation day.

The requirement bites because of what comes after incorporation. Any company with foreign participation needs a Business Permit from the Federal Ministry of Interior before it can legally commence business, and the Ministry's guidelines set ₦100 million as the capitalisation floor. In practice the CAC now applies that threshold at incorporation, so you file at ₦100 million from the start rather than incorporating cheap and scrambling to increase it later.

Two details catch people out.

First, any foreign participation triggers it. Not majority ownership — any. One Canadian shareholder holding 5% of a company otherwise owned by Nigerians pulls the whole company over the ₦100 million line. It's a switch, not a slider.

Second, and this is where the honest answer costs money: stamp duty runs at 0.75% of your nominal share capital. On ₦100 million, that's ₦750,000 — roughly CAD 650 to 700 at mid-2026 rates, though you'll want to check the day's rate rather than trust mine. On top of that sits the CAC filing fee, which scales with your declared capital.

So no, you don't send ₦100 million anywhere. But you don't get away with nothing either. Anyone who tells you a foreign-owned Nigerian company costs the same to register as a local one is either confused or hoping you won't check. Budget for the stamp duty. It's real, it's unavoidable, and it's the single biggest line item in your incorporation.

The rule that catches nearly every Canadian founder

Now the part that almost nobody mentions until it's a problem.

CAMA 2020 was celebrated for allowing one person to be both sole shareholder and sole director of a private company. Founders read that and picture a clean, one-person Nigerian entity that they alone control.

That route is closed to you.

The single-director concession is available only to a "small company" as CAMA defines it — and Section 394 is explicit that a company with a foreign member or director cannot be a small company. Ever. Regardless of turnover, regardless of size, regardless of how modest your plans are.

Which means two things follow automatically, and they surprise people:

Your company needs at least two directors, because Section 271(1) requires every non-small company to have two. They can both be Canadian — there's no legal requirement for a Nigerian director in most sectors — but there must be two of them. If your board drops below two and you keep trading for more than 60 days, the directors and members who knew about it can end up personally on the hook for debts incurred in that window.

Your company also needs a company secretary. Small companies are exempt from appointing one. You're not a small company, so you're not exempt.

Neither of these is difficult. Both are genuinely annoying to discover at the filing stage, when you've already told your co-founder the structure is settled.

One more practical note that isn't law but will shape your life: while you don't legally need a Nigerian director in most sectors, some Nigerian banks get twitchy about opening corporate accounts for companies with no Nigerian on the board. It's not a rule. It's a reality. Worth thinking about before you finalise your structure rather than after your account application stalls.

What you'll actually need

The document list is shorter than you'd expect. For each director and shareholder, you need a clean scan of the passport data page — that's your primary ID as a foreign national, standing in for the NIN a Nigerian would use. You need full legal names, residential addresses, phone numbers and email addresses for everyone involved.

You need two or three candidate company names, ranked, because the first choice is frequently taken and having backups saves you a full round trip.

You need a real Nigerian address. Not a P.O. box — a verifiable physical location where the CAC and every other regulator will serve correspondence on your company. This is the requirement that stalls remote founders more than any other, because most Canadians incorporating in Nigeria simply don't have one yet.

You need your Memorandum and Articles of Association — your company's constitution — drafted to cover the actual scope of what you intend to do. Thin, generic objects clauses cause problems later when a bank or regulator asks whether your company is authorised to do the thing it's doing. Draft them wide.

And you need your shareholding worked out: who holds what, in what proportion, and whether the shareholder is you personally or your Canadian corporation. Both are fine. A foreign company can hold shares in a Nigerian company. It cannot, however, be a director — directors have to be natural persons, so your corporation will need to nominate humans to sit on the board.

How the process actually runs

It starts with a name search and reservation on the CAC portal. If your name is available, you reserve it, and that reservation holds for 60 days. Let it lapse and you start again.

Then documents get prepared and the incorporation application goes in — your MEMART, your director and shareholder details, your share allocation, your registered address. Payment runs through the official channel on the portal. Never through anyone's personal account, and never to an individual who tells you they can "sort it out at CAC." That's not a shortcut, it's a scam with a long history.

The CAC reviews it. Clean applications typically clear in about five to seven business days, though anywhere from two to ten is normal depending on the queue. Where it goes wrong, it goes wrong predictably: blurry passport scans, a name on the form that doesn't match the name on the ID, an address that doesn't hold up, objects clauses that don't match the declared share capital. Every one of those is a query, and every query is another week.

When it clears, the CAC issues your Certificate of Incorporation with your RC number, plus a Status Report setting out your ownership, directors, capital and persons with significant control. Thanks to the CAC's integration with the Nigeria Revenue Service, your Tax Identification Number is generated automatically alongside it. That used to be a separate errand. It isn't anymore.

Your certificate is a starting line

This is the part where most guides stop and most founders get hurt.

Incorporation makes your company exist. It does not make it operational, and for a foreign-owned company the gap between those two states is wide.

NIPC registration comes first. Under Section 20 of the NIPC Act, a company with foreign participation registers with the Nigerian Investment Promotion Commission. This is what formally records you as a foreign-invested business, and it's the gateway to everything else — it's a prerequisite for your Business Permit, it underpins your access to investment incentives, and it carries the statutory protections against expropriation and the guarantee of access to international arbitration. As of the 2025 reforms it now carries annual renewal obligations, so diarise it rather than treating it as a one-off.

The Business Permit from the Federal Ministry of Interior is what actually authorises a foreign-owned company to commence business in Nigeria. Realistically it takes four to six weeks. The upside: once granted, it's permanent. No renewal.

Your corporate bank account comes next, and it's usually the slowest link in the chain — two to four weeks, sometimes longer, and this is where the no-Nigerian-director issue can surface.

An Expatriate Quota only matters if you plan to move Canadian staff to Nigeria. It authorises a specific number of foreign employees in specific roles, and it comes with an obligation to train Nigerian understudies. Your people then enter on Subject to Regularisation visas and convert to CERPAC residence permits. If you're hiring Nigerians and running the Canadian side from Canada — which describes most diaspora founders — you can skip this entirely.

The 24-hour window that decides whether you can get your money out

If you read nothing else in this guide, read this.

When you send investment capital into Nigeria, it must come through an authorised dealer bank, and that bank issues you an electronic Certificate of Capital Importation — an e-CCI — within about 24 to 48 hours of the inflow.

That certificate is the document that lets you legally repatriate profits, dividends and capital out of Nigeria in foreign currency, through official channels, later.

Money that comes in without a CCI is money that becomes extraordinarily difficult to take back out. Founders discover this years down the line, when the business is finally profitable and they want to move a dividend to Toronto, and someone asks for the CCI that was never issued because nobody mentioned it at the time.

Get the CCI. Every single time capital moves in. It is the cheapest insurance in this entire process, and the most expensive thing to fix retroactively.

What changed in 2026 — and why older guides will mislead you

Nigeria overhauled its tax system with effect from 1 January 2026, and a lot of the advice floating around still describes the old world.

The Federal Inland Revenue Service is now the Nigeria Revenue Service (NRS). If a guide is still telling you to register with FIRS, it hasn't been touched in a year.

Under the Nigeria Tax Act 2025, small companies now pay 0% companies income tax, while medium and large companies pay 25% plus a 4% Development Levy. Note the trap: your foreign-owned company isn't a "small company" for CAMA purposes, and the tax definitions have their own thresholds — don't assume the two labels travel together. Take advice on where you land.

Pioneer Status is gone, replaced by the Economic Development Tax Incentive. The old regime was essentially a tax holiday; the new one is performance-based, tied to qualifying capital expenditure that has to be verified. If you were counting on Pioneer Status in your model, rebuild that assumption.

There's also the Persons with Significant Control regime, which isn't new but is enforced with more energy than founders expect. Nigeria maintains an open register of who really controls companies. A PSC has seven days to notify the company of any change, and the company has a month to tell the CAC. Ownership changes that go unreported become compliance problems.

And if you're in fintech, crypto or any regulated vertical, CAC registration is table stakes — you'll be dealing with the CBN or the SEC on top of everything above, and you can't even apply for those licences without the Nigerian entity in hand.

Where LegalDoc comes in

Everything above is doable from Canada. It's also a lot of moving parts across four regulators, three of which will query your file if a detail is off, on a timeline where each mistake costs a week.

That's the job LegalDoc does.

We're based in Lagos, on the ground with the CAC, and we handle the full filing for Canadian founders end to end: the name search and reservation, the MEMART drafted to your actual business scope, the incorporation application, the share structure set up correctly at the ₦100 million threshold, and the certificate delivered to your inbox. You give us your details once and pay once. We confirm the statutory fees with you before we file, so the stamp duty and CAC charges are a number you agreed to, not a surprise that shows up mid-process.

We also register trademarks, incorporate NGOs and trustees, and hold the 80+ Nigerian legal documents your new company will need the moment it starts trading — shareholders' agreements for your cap table, employment contracts drafted to the Labour Act for your first Lagos hires, NDAs, service agreements, and the NDPA-compliant privacy policy your website legally needs the day it collects a Nigerian user's email.

To be straight with you about what we are: LegalDoc is a registration and documents partner, not a law firm. For most incorporations that's exactly what you need, and it's faster and cheaper than the alternative. For genuinely complex structuring — multi-class shares for investors, a regulated-sector licence, a joint venture with contested equity — get a Nigerian corporate lawyer in the room, and use us for the filing itself.

Ready to start? Head to legaldoc.ng/register-your-business, message us on WhatsApp, or email hello@legaldoc.ng. We'll tell you what your specific structure will cost before you commit to anything.

Frequently asked questions

Do I actually have to send ₦100 million to Nigeria?

No. It's issued share capital — a declaration of what your shareholders have committed to the company, recorded in your constitution. Nobody checks for it in a bank account at incorporation. What you do pay is stamp duty at 0.75% of that figure, which comes to ₦750,000, plus a CAC filing fee that scales with the capital. Those are real. The ₦100 million itself is not a transfer.

Can I really do this without ever visiting Nigeria?

For the incorporation, yes — genuinely, no travel. Where it can get awkward is the corporate bank account. Some Nigerian banks want to see a director in person, and some are cautious about accounts with no Nigerian on the board. It varies by bank, and it's the one step where a trip occasionally becomes the path of least resistance.

Do I need a Nigerian partner or a Nigerian director?

Legally, in most sectors, no. You can own 100% and both your directors can be Canadian. Practically, a Nigerian director sometimes smooths the banking relationship. It's a commercial decision, not a legal requirement — don't let anyone tell you it's mandatory and offer to sell you one.

Can my Canadian corporation hold the shares instead of me personally?

Yes, and it's common. Your Ontario or BC corporation can be the shareholder of the Nigerian entity. It just can't be a director — directors have to be actual humans, so your corporation nominates people to the board.

Why can't I just register a Business Name? It's cheaper.

Because it isn't available to you in any useful sense, and it wouldn't do what you need if it were. A Business Name isn't a separate legal entity — no limited liability, no shares, no way to bring in an investor. Foreign founders incorporate a Private Limited Company. That's the vehicle.

How long does the whole thing really take?

The certificate, one to two weeks with a clean file. Fully operational — NIPC done, Business Permit granted, bank account live — is six to ten weeks. Anyone promising you a fully banked, fully permitted Nigerian company in ten days is selling you the incorporation and quietly not mentioning the rest.

What happens if I skip the NIPC registration and the Business Permit?

Nothing, right up until it matters enormously. Then it's frozen bank accounts, stalled regulatory applications, and a company that technically isn't authorised to be doing what it's been doing. It's the kind of problem that surfaces during due diligence, at exactly the moment you least want it to. Do it properly the first time.

Do I need a Nigerian address? Can I use a friend's flat?

You need a verifiable physical Nigerian address as your registered office — no P.O. boxes. It's where every regulator serves you. A friend's flat technically works and regularly goes wrong, because the notice that mattered arrives while your friend is travelling. Use an address you actually control or one provided as a service.

How do I get profits back to Canada?

Through the CCI you obtained when the money went in. Capital that entered Nigeria with a valid Certificate of Capital Importation can be repatriated — dividends, profits, capital — through official channels. Capital that came in without one is a genuinely hard problem. This is the single most consequential detail in the entire process and the one most often skipped.

I'm building fintech. Is CAC registration enough?

No. It's the prerequisite. Depending on what you're doing you'll be looking at CBN licensing for payments or SEC registration for digital assets, each with its own — much higher — capital requirements. You can't apply for either without the Nigerian company existing first, so incorporation is still step one. It's just not the last step.

LegalDoc is a Nigerian business registration and legal documents service. This guide is general information reflecting the position as at July 2026, not legal advice — fees, thresholds and regulatory requirements change, and your circumstances are specific to you. LegalDoc provides self-help document templates and registration services and is not a law firm or a substitute for legal advice.