How to Register a Company in Nigeria from Canada: A Full Guide for Canadians and Nigerians Abroad

The five-second version: Your passport decides almost everything. If you're a Nigerian citizen in Canada, you're not a "foreigner" to the CAC — you'll file at ₦1,000,000 share capital, pay about ₦7,500 stamp duty, pay CAC filling fees, can use a single director, and skip the company secretary, NIPC and the Business Permit entirely. If you're a Canadian national — or if any non-Nigerian sits on your cap table — it's ₦100,000,000 capital, ₦750,000 stamp duty, two directors, a secretary, NIPC and a Business Permit. Same company, hundred-fold difference. Either way: no flight needed, certificate in one to two weeks, and the CRA doesn't care what passport you hold. LegalDoc handles the whole CAC filing from Lagos, fees confirmed before we file.

Now the long version.

Most guides to registering a Nigerian company from Canada make the same silent assumption: that you're Canadian.

Look at who's actually reading. Canada holds one of the largest Nigerian diaspora communities anywhere — Toronto, Brampton, Calgary, Winnipeg, Edmonton. A huge share of the people googling this at 11pm are Nigerians who left, built a life in Canada, and now want to build something back home too.

And nobody tells them the most important thing: you're reading the wrong guide. Nearly every article about "registering in Nigeria from abroad" quotes the ₦100 million share capital figure and lets Nigerian-Canadians assume it applies to them.

For most of them, it doesn't. Not remotely.

First: the question that changes everything

Section 650 of CAMA 2020 defines an "alien" as a person or association, whether corporate or unincorporated, other than a Nigerian citizen or association.

Read that again. It turns on citizenship, not residence.

You could have lived in Ottawa for twenty-five years. You could hold a Canadian passport alongside your Nigerian one. You might not have seen Lagos since 2009. None of it makes you an alien under Nigerian company law. Nigerian citizen, Nigerian treatment.

Which produces two completely different journeys:

Nigerian citizen in CanadaCanadian nationalShare capital filed₦1,000,000₦100,000,000Stamp duty (0.75%)₦7,500₦750,000Directors required1 is fine2 minimumCompany secretaryNot required (if small co.)RequiredNIPC registrationNot requiredRequired (₦150,000 + annual renewal)Business PermitNot requiredRequired (4–6 weeks)Business Name optionAvailableNot availableYour IDNINInternational passport

Look at the stamp duty line. ₦7,500 against ₦750,000 — a hundred-fold gap, decided purely by which passport is attached to the shares.

A note on that ₦1,000,000, because you'll see a different number elsewhere. CAMA sets the statutory minimum issued share capital for a private company at ₦100,000, and most guides stop there. In practice almost nobody files at ₦100,000: ₦1,000,000 is the working norm, partly because the CAC's filing-fee bands mean it costs much the same, partly because your share capital has to be consistent with your objects — file too low against broad objects and you'll be queried — and partly because ₦100,000 reads as unserious to banks and counterparties. Treat ₦1,000,000 as your real number and ₦100,000 as trivia.

If you're Nigerian, read the next three sections. If you're Canadian, skip to "If you're a Canadian national." Founding with a Canadian co-founder? Read both — you have a problem the others don't.

If you're a Nigerian citizen in Canada: the good news

For CAC purposes you're simply a Nigerian registering a Nigerian company. That you're doing it from a laptop in Mississauga is legally irrelevant.

The entire apparatus of foreign investment regulation — the ₦100 million floor, NIPC registration, the Business Permit, expatriate quotas — does not apply to you. Those rules regulate foreign participation in the Nigerian economy. You aren't foreign participation. You're a Nigerian.

Concretely: incorporate a Private Limited Company at ₦1,000,000 share capital, stamp duty around ₦7,500. Be the sole shareholder and sole director if you like, because CAMA 2020 permits single-person private companies and — unlike a Canadian national — you're not disqualified from being a "small company" under Section 394. No company secretary required, provided you genuinely qualify as small. And you can register a Business Name if that's honestly all you need, an option closed to foreign nationals entirely.

You also get something less tangible: less scrutiny. Fewer regulatory layers, fewer questions about source of funds, fewer files on fewer desks. Your Canadian counterpart's company is a foreign investment four agencies want to know about. Yours is just a company.

Most Nigerian-Canadians reading this have been quietly bracing for a ₦100 million problem they never had.

The NIN is your gate — and it's the real hurdle

Your actual obstacle isn't share capital.

A Nigerian registering with the CAC uses their National Identification Number. That's what proves citizenship and unlocks the citizen path. No NIN, no citizen treatment — and plenty of diaspora Nigerians never enrolled, enrolled years ago and lost the slip, or have details that don't match their Canadian documents.

NIMC has run diaspora enrolment since 2018 through authorised partner centres in countries with large Nigerian populations — Canada among the earliest — and some Nigerian missions enrol directly. There's a Mobile Digital ID app for managing your NIN once you have it.

Two warnings. Start this before anything else; it's the long pole in your tent and everything waits on it. And your name must match. If your NIN says Chukwuemeka and your Canadian documents say Emeka, or your surname changed on marriage in Toronto and NIMC never heard about it, you'll hit a mismatch query at the CAC and lose weeks. Fix it first.

Dual citizen — Nigerian by birth, later naturalised in Canada? Still a Nigerian citizen. Nigeria permits dual citizenship for citizens by birth. Register on the Nigerian path using your NIN. Your Canadian passport doesn't cancel your Nigerian one.

The trap that costs Nigerian-Canadians ₦742,500

Now the part almost nobody sees coming.

Read Section 650 once more: an alien is a person or association, whether corporate or unincorporated, other than a Nigerian citizen or association.

That word association does enormous work. Your Canadian corporation is an alien.

Picture two versions of the same founder. Version one: Ada holds the shares personally, using her NIN. ₦1,000,000 capital. ₦7,500 stamp duty. No NIPC. No Business Permit. One director. Done in a fortnight.

Version two: Ada — tidy-minded, thinking about her Canadian tax position — has her Ontario corporation hold the Nigerian shares. That corporation is not a Nigerian citizen or association. It's foreign participation. ₦100,000,000 capital. ₦750,000 stamp duty. Two directors. Company secretary. NIPC. Business Permit.

Same person. Same business. Same intentions. A hundred times the stamp duty and an entirely different regulatory life, decided by whether the shares sit with Ada or with Ada Holdings Inc.

That's not an argument for always holding personally — there can be genuine Canadian tax reasons to use a corporation, and this guide won't pretend otherwise. It's an argument for deciding deliberately, with both sides on the table, before you file. Ask your Canadian accountant what holding personally costs you in Canada, then weigh it against ₦742,500 and a Business Permit. Sometimes the corporation still wins. Often it doesn't. Just don't stumble into it.

If you're a Canadian national

This applies to you — and to any company where a non-Nigerian person or entity holds shares, however small.

The genuinely good news first: Nigeria permits full foreign ownership across most of its economy. A Canadian can hold every share with no local partner and nobody's permission, under Section 17 of the NIPC Act, which removed the old foreign equity ceilings.

Exceptions are narrow: a "negative list" — arms and ammunition, narcotics, military and paramilitary uniforms — closed to everyone, plus sectors with local-content floors, principally oil and gas, broadcasting, shipping and mining. Software, consulting, e-commerce, logistics, agritech, education or almost any normal trading business? None of it touches you.

One hard rule. Under Section 78 of CAMA 2020, a foreign company wanting to carry on business in Nigeria must incorporate a Nigerian entity. Your Canadian company can't trade into Nigeria and formalise later — acts done in breach are void and the officers who authorised them can be personally liable. Your Canadian company can own the Nigerian one, which is standard. But the Nigerian one must exist.

The ₦100 million, explained properly. Share capital is a declaration of the value of shares issued to shareholders, recorded in the constitution. It is not a payment to the CAC, and nobody asks you to prove ₦100 million sits in a Lagos account on incorporation day. The requirement flows from the Ministry of Interior's Revised Handbook on Expatriate Quota Administration, which conditions the Business Permit on that capitalisation; the CAC now applies it at incorporation.

What it actually costs: stamp duty at 0.75% — ₦750,000, roughly CAD 650–700 at mid-2026 rates (check the day's rate). Plus a CAC filing fee scaling with capital, typically ₦15,000–₦50,000 for a private company, plus the ₦150,000 non-refundable NIPC processing fee, plus the Business Permit fee.

Your board. CAMA 2020 allows single-director private companies — but only for a "small company," and Section 394 is explicit that a company with a foreign member or director can never be small. So: at least two directors under Section 271(1), plus a company secretary. Both directors can be Canadian, but there must be two. Let the board fall below two while you keep trading past 60 days and the directors and members who knew can be personally liable for debts incurred in that window.

A practical note that isn't law: some Nigerian banks are cautious about corporate accounts for companies with no Nigerian on the board. Not a rule — a reality. Think about it before you finalise the structure.

The mixed cap table problem

This one catches Nigerian-Canadian founders with Canadian co-founders, and it's brutally simple.

Any foreign participation triggers the full foreign regime. Not majority. Any.

You're Nigerian, your co-founder Sarah is Canadian, Sarah takes 5% — your company is now a company with foreign participation. ₦100 million. ₦750,000 stamp duty. Two directors. Secretary. NIPC. Business Permit. All of it, for 5%.

The threshold attaches to the company, not to Sarah's slice. Switch, not slider.

Know this before you agree the shareholding. It doesn't mean don't bring Sarah in — it means the decision carries a ₦742,500 price tag and a Business Permit, so structure with your eyes open. Sometimes she comes in later, or via a different instrument, or the company simply wears the cost because she's worth it. All fine. Just don't discover it at filing stage.

What you'll actually need

Nigerian citizen: your NIN, full legal name matching that NIN, a Nigerian address, phone and email, two or three ranked company names, your MEMART.

Canadian national: passport data page for every director and shareholder instead of the NIN, everything else above, plus your share structure at ₦100 million.

Both need a real Nigerian address. Not a P.O. box — a verifiable physical location where the CAC and every regulator serves your company. This stalls remote founders more than anything. A family member's house works and regularly goes wrong, because the notice that mattered arrived while your cousin was travelling. Business centres, virtual offices and registered-address services exist for exactly this.

Both need a MEMART covering what you actually intend to do, with objects consistent with your declared capital. Thin, generic objects cause problems later when a bank or regulator asks whether you're authorised to do the thing you're doing. Draft wide.

How the process runs

Name search and reservation on the CAC portal — 60 days once granted; let it lapse and start again. Bring backups; your first choice is often taken.

Then the incorporation application: MEMART, director and shareholder details, share allocation, registered address. Payment goes through the official channel on the portal. Never through anyone's personal account, and never to someone who says they can "sort it out at CAC."

The CAC reviews. Clean applications typically clear in five to seven business days; two to ten is normal. Failures are predictable: blurry scans, a name that doesn't match the ID — the single most common diaspora query — an address that doesn't hold up, objects that don't match declared capital. Each is a query. Each query costs a week.

Then your Certificate of Incorporation arrives with your RC number, plus a Status Report setting out ownership, directors, capital and persons with significant control. Thanks to the CAC's integration with the Nigeria Revenue Service, your Nigerian TIN is generated automatically — verify it rather than assuming, as the auto-TIN occasionally stalls on a name mismatch.

One small shared practicality: CAMA 2020 made the company seal optional, but plenty of Nigerian banks still ask for one at account opening. Order it early.

Your certificate is a starting line

For a Nigerian citizen, incorporation gets you most of the way. Corporate bank account, tax registration for the taxes you actually attract, then trade. Annual returns are required — including for dormant companies — and letting them lapse eventually gets you struck off.

For a Canadian national, or any company with foreign participation, the certificate is the beginning:

NIPC registration first. Under Section 20 of the NIPC Act, an enterprise with foreign participation must register with the Nigerian Investment Promotion Commission — and failing to is a criminal offence under the Act, not a paperwork oversight. It's a prerequisite for the Business Permit and carries statutory protection against expropriation plus access to international arbitration. ₦150,000 processing fee, non-refundable, with annual renewal obligations since the 2025 reforms.

The Business Permit from the Ministry of Interior actually authorises a foreign-owned company to commence business. Four to six weeks. Once granted, permanent.

An Expatriate Quota only matters if you're moving Canadian staff to Nigeria. Most diaspora founders hire Nigerians and manage remotely — skip it.

Foreign-owned companies must also prepare audited financial statements; the small-company audit exemption doesn't reach them.

The 24-hour window — and why Nigerians abroad miss it most

If you read one thing here, read this. It applies to both paths.

When foreign-currency capital enters Nigeria for investment, it should come through an authorised dealer bank, which issues an electronic Certificate of Capital Importation — an e-CCI — within roughly 24 to 48 hours of the inflow.

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

Here's the cruel irony: Nigerians in the diaspora skip it more than anyone. A Canadian founder feels like a foreign investor, so they ask about paperwork. You feel like you're sending money home. It's your country, your money, your brother has an account, someone knows someone. There are a dozen frictionless ways to move Canadian dollars to Lagos that generate no certificate at all, and they all feel completely normal.

Then years later the business works, you want to move a dividend to Toronto, and someone asks for a CCI that never existed.

Send investment capital through an authorised dealer bank. Get the certificate. Every time. Cheapest insurance in the process; most expensive thing to fix retroactively.

Your Nigerian passport does not save you from the CRA

The other half of the diaspora story cuts the opposite way.

Nigerian company law cares about citizenship. Canadian tax law cares about residence. Different questions, different answers — and being Nigerian helps enormously with the first and not at all with the second.

If you're tax-resident in Canada, the CRA taxes your worldwide income regardless of passport. A Nigerian-Canadian in Calgary and a Canadian in Calgary owning the identical Nigerian company are in materially the same position with the CRA. Your NIN saved you ₦742,500 in Lagos. It saves you nothing in Ottawa.

Understand Canada's foreign affiliate and controlled foreign affiliate rules, whether your Nigerian company generates foreign accrual property income, and your T1134 obligations. These are real filings with real penalties, triggered by ownership rather than profitability — a dormant Nigerian company can still create a Canadian filing obligation.

One genuine advantage: Canada has a double taxation agreement with Nigeria. Nigeria has treaties in force with sixteen countries — Belgium, Canada, China, the Czech Republic, France, Italy, the Netherlands, Pakistan, the Philippines, Romania, Singapore, Slovakia, South Africa, Spain, Sweden, the UK. Americans and Australians have none. Yours gives reduced withholding on dividends, interest and royalties, a credit framework, and access to the Mutual Agreement Procedure if the CRA and NRS disagree. Find an accountant who's actually read it.

What changed in Nigeria in 2026

Nigeria overhauled its tax system from 1 January 2026 and much of the advice online still describes the old world.

The Federal Inland Revenue Service is now the Nigeria Revenue Service (NRS). Guides still saying FIRS haven't been updated in a year.

Under the Nigeria Tax Act 2025, small companies pay 0% companies income tax — for tax purposes, gross turnover of ₦100 million or less and fixed assets of ₦250 million or less — and are exempt from the Development Levy. Medium and large pay 25% plus a 4% Development Levy.

Mind this trap, because it catches both paths: the tax definition of "small company" and CAMA's Section 394 definition are different tests with different thresholds. The labels don't travel together.

Pioneer Status is gone, replaced by the Economic Development Tax Incentive — performance-based, tied to verified qualifying capital expenditure.

And the Persons with Significant Control register runs tight: seven days for a PSC to notify the company, one month for the company to tell the CAC.

Where LegalDoc comes in

Whichever path you're on, the single most valuable thing anyone can tell you is which path you're actually on — because getting that wrong costs ₦742,500 or a rejected filing.

That's our job.

LegalDoc is based in Lagos, on the ground with the CAC. We handle the full filing end to end: name search and reservation, MEMART drafted to your actual business scope with objects that match your capital, the incorporation application, the share structure set correctly for your specific situation — ₦1,000,000 or ₦100,000,000, and we'll tell you honestly which one you are — and your certificate delivered to your inbox. Details once, pay once. We confirm the statutory fees before we file, so nothing is a surprise.

Nigerians in Canada: tell us your NIN situation early. It's the gate and the likeliest source of delay. Canadian nationals: we handle the NIPC and Business Permit layer too.

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

Straight about what we are: LegalDoc is a registration and documents partner, not a law firm, and not a Canadian tax adviser. We get your Nigerian entity right, fast, at a price agreed upfront. For your CRA position and the personal-versus-corporate holding question, get a cross-border accountant. For complex structuring or a regulated-sector licence, get a Nigerian corporate lawyer. Use us for the filing.

Ready to start? legaldoc.ng/register-your-business, WhatsApp, or hello@legaldoc.ng. Tell us your passport situation in the first message — fastest way for us to tell you what this actually costs you.

Frequently asked questions

I'm a Nigerian citizen living in Canada. Does the ₦100 million apply to me?

No — the most expensive misunderstanding in the diaspora. Section 650 of CAMA defines "alien" by citizenship, not residence. You're a Nigerian citizen: you file at ₦1,000,000 share capital, about ₦7,500 stamp duty, no NIPC, no Business Permit, sole director if you want. The ₦100 million is for foreign nationals. Twenty years in Toronto doesn't make you one.

Why ₦1,000,000 and not the ₦100,000 I keep reading about?

Because ₦100,000 is the statutory floor under CAMA and ₦1,000,000 is what actually gets filed. The CAC's fee bands mean ₦1m costs much the same, your share capital has to be consistent with your objects, and ₦100,000 reads as unserious to banks. Every practitioner files at ₦1m. Treat it as your real number.

I'm a dual citizen — Nigerian and Canadian. Which am I?

Nigerian, for CAC purposes. Nigeria permits dual citizenship for citizens by birth, and Canadian naturalisation doesn't extinguish your Nigerian citizenship. Register on the Nigerian path using your NIN.

I don't have a NIN. Can I still register as a Nigerian?

Not practically — the NIN is what proves citizenship to the CAC and unlocks the citizen path. Enrol first. NIMC has run diaspora enrolment since 2018 through authorised partner centres and some Nigerian missions, with Canada among the early countries. Start before anything else.

My name on my NIN doesn't match my Canadian documents. Problem?

Yes, and a common one — name mismatches are the single most frequent cause of CAC queries for diaspora applicants. Fix it with NIMC before you file, not after you're rejected.

Should my Ontario corporation hold the Nigerian shares?

Careful — this is the trap. Your Canadian corporation is an "association" other than a Nigerian one, so it's an alien under Section 650. Personally: ₦1,000,000 capital, ₦7,500 duty. Through your corporation: ₦100,000,000, ₦750,000 duty, NIPC, Business Permit, two directors, a secretary. Same person, hundred-fold difference. There can be legitimate Canadian tax reasons for the corporation — just price the Nigerian consequence first.

My co-founder is Canadian and will hold 10%. What happens?

Your company becomes one with foreign participation and the whole foreign regime lands — ₦100 million, ₦750,000 duty, two directors, secretary, NIPC, Business Permit. Any foreign participation triggers it: 1% or 99%, identical result. Know it before you agree the split.

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

No — if it applies to you at all. It's issued share capital, a declaration in your constitution, not a transfer. What's real is the 0.75% stamp duty (₦750,000), the CAC filing fee, the ₦150,000 NIPC fee, and the Business Permit fee.

Can I do this without visiting Nigeria?

For incorporation, yes — both paths, genuinely. The corporate bank account is where it gets awkward: some banks want a director in person, some are cautious about boards with no Nigerian on them. As a Nigerian citizen, that second problem isn't yours.

Can I register a Business Name instead?

If you're a Nigerian citizen, yes — and for a genuine one-person consultancy it may be all you need. Understand the trade: no limited liability, no shares, no way to bring in an investor. If you're a Canadian national the question is moot; foreigners can't register Business Names in Nigeria at all.

Does my Nigerian citizenship help with Canadian tax?

Not at all — this is where diaspora founders get caught. Nigerian company law looks at citizenship; Canadian tax law looks at residence. Tax-resident in Canada means the CRA taxes your worldwide income whatever passport you hold, and your Nigerian company can trigger T1134 foreign affiliate reporting based on ownership rather than profit. Your NIN saved you ₦742,500 in Lagos and nothing in Ottawa.

How do I get profits back to Canada?

Through the CCI you obtained when the money went in — and yes, this applies to you as a Nigerian citizen too, if you're importing foreign currency and intend to repatriate. Diaspora founders skip it more than anyone, because sending money home feels like family rather than foreign investment. As far as repatriation is concerned, it isn't. Authorised dealer bank. Get the certificate.

LegalDoc is a Nigerian business registration and legal documents service. This guide is general information reflecting the position as at July 2026, not legal or tax 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, and does not provide Canadian tax advice. For your CRA position, engage a qualified cross-border accountant.