How to Register a Company in Nigeria from the UK: A Full Guide for Britons and Nigerians Abroad

The five-second version: Your passport decides almost everything. If you're a Nigerian citizen in the UK, the CAC doesn't see a foreigner — ₦1,000,000 share capital, about ₦7,500 stamp duty, filing fees, one director, no company secretary, no NIPC, no Business Permit. If you're a British national, or any non-Nigerian is on your cap table: ₦100,000,000, ₦750,000 stamp duty, two directors, a secretary, NIPC and a Business Permit. The UK does have a double tax treaty with Nigeria, which puts you ahead of Americans and Australians. And the biggest risk for anyone reading this from Britain is assuming Nigeria works like Companies House. It doesn't. LegalDoc handles the whole CAC filing from Lagos, fees confirmed before we file.

Now the long version:

British readers come to Nigerian incorporation with an advantage and a trap, and they're the same thing: it all looks familiar.

Nigerian company law grew out of English company law. CAMA uses vocabulary you already know — memorandum and articles, share capital, directors, company secretary, annual returns, striking off. The courts are common law courts citing English authority. There's a Certificate of Incorporation at the end.

So people skim, assume they've seen this film, and get caught by the three or four places where Nigeria is emphatically not the UK.

But there's a bigger assumption buried in most guides, and it's this: that you're British. Look at who's actually reading — London, Manchester, Peckham, Birmingham. A huge share of the people searching this are Nigerians who came to Britain, built a life, and now want to build something back home too.

If that's you, almost everything you've read about the ₦100 million is irrelevant to your situation.

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.

Citizenship, not residence. Thirty years in London doesn't make you an alien. A British passport alongside your Nigerian one doesn't either.

Nigerian citizen in the UK British national

| Share capital filed | ₦1,000,000 | ₦100,000,000 |
| Stamp duty (0.75%) | ₦7,500 | ₦750,000 |
| CAC filing fee and other charges | ₦35,000 to ₦45,000
| Directors required | 1 is fine | 2 minimum |
| Company secretary | Not required (if small co.) | Required |
| NIPC registration | Not required | Required (₦150,000 + annual renewal) |
| Business Permit | Not required | Required (4–6 weeks) |
| Business Name option | Available | Not available |
| Your ID | NIN | International passport |

₦7,500 against ₦750,000 — a hundred-fold gap, decided by which passport is on the shares.

On that ₦1,000,000: you'll see ₦100,000 quoted elsewhere, and that's the statutory floor under CAMA. Almost nobody files there. ₦1,000,000 is the working norm — the CAC's fee bands make it cost much the same, share capital must be consistent with your objects, and ₦100,000 reads as unserious to banks. Coming from a UK company incorporated with £1 of share capital, this is the first place your instincts mislead you.

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

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

The entire foreign-investment apparatus — the ₦100 million floor, NIPC, the Business Permit, expatriate quotas — does not apply to you. Those rules regulate foreign participation. You aren't foreign participation.

Concretely: a Private Limited Company at ₦1,000,000, stamp duty around ₦7,500. Sole shareholder and sole director if you want — CAMA 2020 permits single-person private companies, and unlike a British national you aren't disqualified from "small company" status under Section 394. No company secretary, if you genuinely qualify as small. And a Business Name is available if that's honestly all you need, an option closed to foreign nationals.

Plus less scrutiny — fewer regulatory layers, fewer source-of-funds questions, fewer files on fewer desks. Your British counterpart's company is a foreign investment four agencies want to know about. Yours is just a company.

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

The NIN is your gate

Your real obstacle isn't capital.

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

NIMC has run diaspora enrolment since 2018 through authorised partner centres in countries with large Nigerian populations — the UK among the first — and some Nigerian missions enrol directly. There's a Mobile Digital ID app once you're enrolled.

Start this before anything else — it's the long pole and everything waits on it. And your name must match. If your NIN says Oluwafemi and your British documents say Femi, or your surname changed on marriage in London and NIMC never heard, you'll hit a mismatch query at the CAC and lose weeks.

Dual citizen — Nigerian by birth, later naturalised British? Still a Nigerian citizen. Nigeria permits dual citizenship for citizens by birth. Register on the Nigerian path with your NIN.

The trap that costs Nigerian-Britons ₦742,500

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

Your UK Ltd is an alien.

Two versions of the same founder. Tunde holds the Nigerian shares personally using his NIN: ₦1,000,000, ₦7,500 duty, no NIPC, no Business Permit, one director, done in a fortnight.

Or Tunde — being tidy, thinking about his UK tax position — has his London Ltd hold the Nigerian shares. That company isn't a Nigerian citizen or association. It's foreign participation. ₦100,000,000. ₦750,000 stamp duty. Two directors. Secretary. NIPC. Business Permit.

Same person, hundred-fold difference, decided by whose name sits on the share register.

There can be genuine UK tax reasons to hold through your Ltd — and with a treaty in play, sometimes good ones. Just price the Nigerian consequence before you decide, rather than discovering it at filing.

If you're a British national

Applies to you — and any company where a non-Nigerian holds shares, however small.

Nigeria permits full foreign ownership across most of its economy. A British citizen can hold every share, no local partner, nobody's permission — Section 17 of the NIPC Act removed the old ceilings.

Exceptions are narrow: a "negative list" (arms and ammunition, narcotics, military and paramilitary uniforms) closed to everyone, plus local-content floors in oil and gas, broadcasting, shipping and mining. Software, consulting, e-commerce, logistics, agritech, education, media — untouched.

Under Section 78 of CAMA 2020, a foreign company must incorporate a Nigerian entity before carrying on business — and unlike the UK, there's no meaningful "overseas branch" route. Acts done in breach are void and authorising officers can be personally liable. Your UK company can own the Nigerian one. The Nigerian one must exist.

The ₦100 million: issued share capital, a declaration in your constitution, not a payment to the CAC. Nobody checks a Lagos balance on incorporation day. It flows from the Ministry of Interior's Revised Handbook on Expatriate Quota Administration, which conditions the Business Permit on that capitalisation; the CAC applies it at incorporation.

What it costs: stamp duty at 0.75% — ₦750,000, roughly £370–390 at mid-2026 rates. Plus a CAC filing fee scaling with capital (₦15,000–₦50,000 typically), the ₦150,000 non-refundable NIPC fee, and the Business Permit fee. In the UK share capital is free. In Nigeria it's the biggest line on your invoice.

Your board: at least two directors under Section 271(1) and — yes — a company secretary, the thing you stopped needing in the UK in 2006. Section 394 says a company with a foreign member or director can never be a "small company," so neither exemption reaches you. Both directors can be British; there must be two. Drop below and keep trading past 60 days, and directors and members who knew can be personally liable for debts in that window.

Objects still matter. In the UK you'd adopt Model Articles and never think about objects again — UK companies have had unrestricted objects since 2006. In Nigeria your objects must cover what you actually do and be consistent with your declared capital. Borrowed, thin objects cause real problems later.

Some Nigerian banks are cautious about accounts for boards with no Nigerian on them. Not law. Reality.

The mixed cap table problem

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

You're Nigerian, your co-founder James is British, James takes 5% — ₦100 million, ₦750,000 duty, two directors, secretary, NIPC, Business Permit. All of it, for 5%. The threshold attaches to the company, not to James's slice.

Know it before you agree the split.

What you'll actually need

Nigerian citizen: NIN, legal name matching it, Nigerian address, phone, email, two or three ranked names, MEMART.

British national: passport data page for every director and shareholder, everything above, share structure at ₦100 million.

Both need a real Nigerian address — not a P.O. box. A verifiable physical location where every regulator serves you. A relative's house works and regularly goes wrong. Business centres, virtual offices and registered-address services exist for this.

How the process runs

Name search and reservation — 60 days once granted. Bring backups.

Then the application: MEMART, director and shareholder details, share allocation, registered address. Pay through the official channel on the portal — never a personal account, never someone who "knows a guy at CAC."

Clean applications typically clear in five to seven business days; two to ten is normal. Failures are predictable: blurry scans, name mismatches (the top diaspora query), addresses that don't hold up, objects inconsistent with capital. Each query costs a week.

Then your Certificate of Incorporation with your RC number, plus a Status Report covering ownership, directors, capital and persons with significant control. Your Nigerian TIN generates automatically via the CAC–NRS integration — verify rather than assume.

CAMA 2020 made the company seal optional; plenty of Nigerian banks still ask. Order it early.

Your certificate is a starting line

In the UK, incorporation is basically the end of setup. In Nigeria, for a foreign-owned company, it's the beginning.

Nigerian citizens: bank account, tax registration, trade. Annual returns required, including for dormant companies — and there's no "file your confirmation statement and forget it" here.

British nationals and any foreign participation:

NIPC registration first — Section 20 of the NIPC Act, and failing to register is a criminal offence under the Act, not an oversight. Prerequisite for the Business Permit; carries statutory protection against expropriation and access to international arbitration. ₦150,000, non-refundable, with annual renewals since the 2025 reforms.

The Business Permit from the Ministry of Interior actually authorises commencement of business. Four to six weeks. Permanent once granted.

Expatriate Quota only if you're moving British staff over — they'd enter on Subject to Regularisation visas and convert to CERPAC permits. Hiring Nigerians and running the UK side from London? Skip it.

Foreign-owned companies must prepare audited financial statements; the small-company audit exemption you're used to doesn't reach you.

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

Applies to both paths. Nigeria operates exchange controls in a way the UK simply doesn't, so nothing in your instinct prepares you.

Foreign-currency capital entering Nigeria for investment should come through an authorised dealer bank, which issues an electronic Certificate of Capital Importation — an e-CCI — within roughly 24 to 48 hours.

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

The cruel irony: diaspora Nigerians skip it most. A British founder feels like a foreign investor and asks about paperwork. You feel like you're sending money home. Your country, your money, your brother's account. A dozen frictionless routes from London to Lagos generate no certificate, and all feel normal.

Then the business works, you want a dividend in London, and someone asks for a CCI that never existed.

Authorised dealer bank. Get the certificate. Every time.

The treaty advantage — and what your passport doesn't do

Some good news most readers don't know they have.

Nigeria has double taxation agreements with sixteen countries, and the United Kingdom is one of them — in force since the 1987 Order. Americans and Australians have no treaty with Nigeria at all.

That matters practically: reduced withholding on dividends, interest and royalties flowing back to the UK, a framework for crediting Nigerian tax against UK liability, and access to the Mutual Agreement Procedure if HMRC and the NRS disagree. Your American counterpart, structuring the identical business, has none of it.

But note carefully — this is a residence advantage, not a passport advantage. Nigerian company law looks at citizenship; UK tax law looks at residence. A Nigerian-Briton tax-resident in Manchester and a Briton tax-resident in Manchester owning the identical Nigerian company are in materially the same position with HMRC. Your NIN saved you ₦742,500 in Lagos. It changes nothing in London.

HMRC's controlled foreign company rules are the other half of that conversation, particularly if your UK Ltd owns the Nigerian one. And the non-dom regime was abolished in April 2025 and replaced with a residence-based foreign income and gains regime — if your plan was built on old non-dom assumptions, revisit it. Find an accountant who has actually read the Nigeria treaty rather than one about to Google it.

What changed in Nigeria in 2026

The Federal Inland Revenue Service is now the Nigeria Revenue Service (NRS). Guides still saying FIRS are a year stale.

Under the Nigeria Tax Act 2025, small companies pay 0% companies income tax — gross turnover ₦100 million or less, fixed assets ₦250 million or less — and are exempt from the Development Levy. Medium and large pay 25% plus a 4% Development Levy. The tax definition of "small company" and CAMA's Section 394 definition are different tests. 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.

The Persons with Significant Control register will feel familiar from the UK's PSC regime, but the deadlines are tighter: seven days for a PSC to notify the company, one month for the company to tell the CAC.

Where LegalDoc comes in

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

That's our job.

LegalDoc is based in Lagos, on the ground with the CAC. Full filing end to end: name search and reservation, MEMART drafted to your actual business scope with objects that hold up and match your capital, the incorporation application, the share structure set correctly for your situation — ₦1,000,000 or ₦100,000,000, and we'll tell you honestly which you are — and your certificate to your inbox. Details once, pay once, statutory fees confirmed before we file.

Nigerians in the UK: tell us your NIN situation early — it's the gate. British 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 on day one — shareholders' agreements, employment contracts drafted to the Nigerian Labour Act for your first Lagos hires (your UK template will not do the job), NDAs, service agreements, and the NDPA-compliant privacy policy your website needs the moment it collects a Nigerian user's email. If you've done GDPR, the NDPA will feel recognisable. It is not identical.

Straight about what we are: LegalDoc is a registration and documents partner, not a law firm. For most incorporations that's exactly what you need. For complex structuring — multi-class shares, a regulated-sector licence, a contested joint venture — get a Nigerian corporate lawyer and use us for the filing. For your UK position, get an accountant who knows the treaty.

Ready to start? legaldoc.ng/register-your-business, WhatsApp, or hello@legaldoc.ng.

Frequently asked questions

I'm a Nigerian citizen living in the UK. 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 file at ₦1,000,000 share capital, about ₦7,500 stamp duty, no NIPC, no Business Permit, sole director if you want. Thirty years in London doesn't make you a foreigner to the CAC.

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

₦100,000 is the statutory floor under CAMA; ₦1,000,000 is what actually gets filed. The CAC's fee bands make it cost much the same, share capital must be consistent with objects, and ₦100,000 reads as unserious to banks. Coming from a £1 UK company, both numbers will surprise you.

Is this basically Companies House with extra steps?

No, and that's the most expensive assumption a British reader makes. Your share capital isn't free, you may need two directors and a company secretary, your objects still matter, and your certificate doesn't authorise you to trade — the Business Permit does. Everything else is reassuringly familiar, which is exactly why those four catch people.

I'm a dual citizen. Which am I?

Nigerian, for CAC purposes. Nigeria permits dual citizenship for citizens by birth, and British naturalisation doesn't extinguish it. Register on the Nigerian path with your NIN. For HMRC, your residence is what matters — different question, different answer.

Should my UK Ltd hold the Nigerian shares?

Careful. Your Ltd is an "association" other than a Nigerian one, so it's an alien under Section 650. Personally: ₦1,000,000, ₦7,500 duty. Through your Ltd: ₦100,000,000, ₦750,000 duty, NIPC, Business Permit, two directors, a secretary. There can be genuine UK tax reasons to use the Ltd — with a treaty in play, sometimes good ones. Price the Nigerian consequence first.

Is there a UK–Nigeria double tax treaty?

Yes, in force since 1987 — a genuine advantage. Reduced withholding on dividends, interest and royalties, a credit framework, access to the Mutual Agreement Procedure. Americans and Australians have nothing. Find an accountant who's read it.

Does my Nigerian citizenship help with UK tax?

No. Nigerian company law looks at citizenship; UK tax law looks at residence. Tax-resident in Britain means HMRC's rules apply whatever passport you hold. Your NIN is worth ₦742,500 in Lagos and nothing in London.

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

Full foreign regime on the whole company: ₦100 million, ₦750,000 duty, two directors, secretary, NIPC, Business Permit. Any foreign participation triggers it — 1% or 99%, same result.

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

Not practically. Enrol first — NIMC has run diaspora enrolment since 2018 through partner centres and some missions, with the UK among the first countries covered.

Can I use my UK employment contracts and privacy policy in Nigeria?

Please don't. Nigerian employment runs on the Labour Act and the National Industrial Court, with their own notice periods, termination rules and fair-hearing requirements a UK template doesn't address. And while the NDPA will feel familiar after GDPR, it has its own registration, consent and breach-notification requirements.

How do I get profits back to the UK?

Through the CCI you obtained when the money went in, using the treaty to manage the tax. This applies to Nigerian citizens too. Capital that arrived without a CCI is a hard problem — and it's the detail most often skipped by founders whose instincts formed in a country without exchange controls.

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 UK tax advice. For your UK position, engage a qualified accountant or tax adviser.