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

The five-second version: Your passport decides the Nigerian half; your residence decides the American half. If you're a Nigerian citizen in the US, the CAC doesn't see a foreigner — ₦1,000,000 share capital, about ₦7,500 stamp duty, CAC filing fees, one director, no company secretary, no NIPC, no Business Permit. If you're an American 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. But here's the part that catches Nigerian-Americans hardest — your Nigerian passport saves you in Lagos and does nothing whatsoever with the IRS. No US–Nigeria tax treaty exists. Form 5471 penalties start at $10,000 and are triggered by ownership, not profit. LegalDoc handles the CAC filing from Lagos, fees confirmed before we file.

Now the long version:

There are somewhere north of 700,000 Nigerian-Americans, and a good number reach the same point eventually. The business works. The market back home is 220 million people. Someone says: "you should register an entity."

So you read. And every guide walks the same CAC steps, quotes the same ₦100 million, and never once asks the question that decides everything for you:

Which passport is going on the shares?

Because if you're Nigerian, most of what you've been reading doesn't apply to you. And if you're American, the Nigerian side is the easy part — the IRS is where this gets expensive.

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.

Twenty years in Houston doesn't make you an alien. A US passport alongside your Nigerian one doesn't either. Nigerian citizen, Nigerian treatment.

| | Nigerian citizen in the US | American national |
|---|---|---|
| Share capital filed | ₦1,000,000 | ₦100,000,000 |
| Stamp duty (0.75%) | ₦7,500 | ₦750,000 |
| CAC filing fee | ₦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 |
| **IRS obligations** | **Identical** | **Identical** |

That last row is the one to sit with. On the Nigerian side, your passport is worth ₦742,500.

A note on ₦1,000,000, since you'll see ₦100,000 elsewhere: that's the statutory floor under CAMA, but virtually nobody files there. ₦1,000,000 is the working norm — the CAC's fee bands make it cost much the same, your share capital must be consistent with your objects, and ₦100,000 reads as unserious to banks. Treat ₦1,000,000 as your real number.

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

For CAC purposes you're a Nigerian registering a Nigerian company. Doing it from a laptop in Atlanta is legally irrelevant.

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

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

Plus less scrutiny: fewer regulatory layers, fewer source-of-funds questions, fewer files on fewer desks.

Most Nigerian-Americans 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 years ago, or have details that don't match their US documents.

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

Start this before anything else. It's the long pole. And your name must match — if your NIN says Oluwaseun and your US documents say Seun, or your surname changed and NIMC never heard, you'll hit a mismatch query and lose weeks.

Dual citizen — Nigerian by birth, later naturalised American? 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-Americans ₦742,500

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

Your Delaware C-corp is an alien. So is your LLC.

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

Or Chidi — sensibly thinking about his US tax position — has his Delaware C-corp hold the Nigerian shares. That corporation 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 is on the share register.

And this is genuinely a hard call for Americans, harder than for anyone else — because your US structure has real consequences under the CFC rules, and holding personally versus through an entity changes your Form 5471 and NCTI position materially. Decide the US structure and the Nigerian structure together, in one conversation, with your CPA. Not sequentially. The right answer exists; it just isn't obvious, and it's worth ₦742,500 plus a Business Permit on one side and potentially far more on the other.

If you're an American national

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

Nigeria permits full foreign ownership across most of its economy. An American 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, e-commerce, consulting, logistics, agritech, media — untouched.

Under Section 78 of CAMA 2020, a foreign company must incorporate a Nigerian entity before carrying on business. Your Delaware C-corp can't trade into Nigeria and formalise later — acts done in breach are void and authorising officers can be personally liable. Your US 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 bank 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, call it USD 480–500 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.

Your board: at least two directors under Section 271(1) and a company secretary, because Section 394 says a company with a foreign member or director can never be a "small company." Both directors can be American. 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.

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 Mike is American, Mike 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 Mike's slice.

Know it before you agree the split, not at filing.

What you'll actually need

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

American national: passport data page for every director and shareholder, everything else 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.

Both need a MEMART with objects covering what you actually do, consistent with declared capital. Draft wide.

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

Nigerian citizens: bank account, tax registration, trade. Annual returns required, including for dormant companies.

Americans 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, 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 American staff over. Most diaspora founders hire Nigerians and manage remotely — skip it.

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

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

Applies to both paths.

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. An American 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, someone knows someone. A dozen frictionless routes from Houston to Lagos generate no certificate, and all feel normal.

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

Authorised dealer bank. Get the certificate. Every time.

Your Nigerian passport does not save you from the IRS

Now the part that actually costs Americans — and Nigerian-Americans — real money.

Nigerian company law cares about citizenship. US tax law cares about citizenship AND residence, and it reaches both. If you're a US citizen, a green card holder, or you meet the substantial presence test, you're a US person, and it makes no difference at all that you also hold a Nigerian passport.

A Nigerian-American in Houston and an American in Houston owning the identical Nigerian company are in exactly the same position with the IRS. Your NIN saved you ₦742,500 in Lagos. It saves you nothing in Washington.

No treaty. Nigeria has double taxation agreements with sixteen countries — Belgium, Canada, China, the Czech Republic, France, Italy, the Netherlands, Pakistan, the Philippines, Romania, Singapore, Slovakia, South Africa, Spain, Sweden and the United Kingdom. The United States is not among them. No reduced withholding, no tie-breakers, no Mutual Agreement Procedure. Your British and Canadian counterparts have a treaty. You don't.

Form 5471. A US person owning 10%+ of a foreign corporation almost certainly has a filing obligation. If US shareholders collectively own more than 50%, your Nigerian company is a Controlled Foreign Corporation and you're likely a Category 5 filer — the heaviest.

Read twice: the obligation is ownership-based, not profit-based. No revenue? File. Dormant? File. Pre-revenue idea with a certificate? File. The penalty is $10,000 per corporation per year, plus a further $10,000 every 30 days after IRS notice, capped at $60,000 per corporation per year — and the statute of limitations on your entire return doesn't start running until you file.

NCTI — and 2026 is the first affected year. A 10%+ CFC shareholder can be taxed in the US on the company's income before distribution. You can owe US tax on Nigerian profits that never left Nigeria. The regime formerly called GILTI was renamed Net CFC Tested Income by the One Big Beautiful Bill Act (signed 4 July 2025), effective for tax years beginning after 31 December 2025. QBAI is eliminated, so capital-intensive businesses that previously sheltered income may not. The Section 250 deduction drops from 50% to 40%, pushing the effective rate from roughly 10.5% to about 12.6%. The one improvement: the foreign tax credit haircut narrows from 20% to 10%. If you modelled on pre-2026 GILTI maths, rebuild it.

Form 926 — the ambush. A US person transferring cash to a foreign corporation must file Form 926 if they hold 10%+ immediately after, or if they or a related person transfer more than $100,000 in cash during the 12 months ending on the transfer date. Now think: you're capitalising a Nigerian company. Cross $100,000 in a rolling year and Form 926 fires — and most founders have never heard of it.

FBAR and FATCA. Signature authority over Nigerian accounts, aggregate foreign accounts over $10,000 at any point in the year → FinCEN Form 114, filed separately through the BSA e-filing system. Form 8938 may apply too. Nigerian banks report under FATCA, so invisibility isn't a strategy.

None of this makes a Nigerian entity a bad idea. Plenty of Nigerian-Americans run excellent businesses this way. It makes doing it without a cross-border CPA a bad idea.

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 runs tight: seven days 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 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 US: tell us your NIN situation early — it's the gate. Americans: 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, 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 emphatically not a US tax advisor. We get your Nigerian entity right, fast, at a price agreed upfront. For Form 5471, your CFC exposure and the personal-versus-entity question, get a cross-border CPA — before you file, not after. For complex structuring or a regulated-sector licence, get a Nigerian corporate lawyer.

Ready to start? legaldoc.ng/register-your-business, WhatsApp, or hello@legaldoc.ng. Tell us your passport situation in the first message.

Frequently asked questions

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

No — the most expensive misunderstanding in the diaspora. Section 650 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. Twenty years in Houston 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. Practitioners file at ₦1m.

I'm a dual citizen. Which am I?

Nigerian, for CAC purposes. Nigeria permits dual citizenship for citizens by birth, and US naturalisation doesn't extinguish it. Register on the Nigerian path with your NIN. For the IRS, you're a US person — the two answers don't conflict, they're different questions.

Does my Nigerian citizenship reduce my US tax obligations?

Not by a single dollar. This is the trap. The US taxes citizens, green card holders and substantial-presence residents on worldwide income. A Nigerian-American and an American owning the same Nigerian company have identical Form 5471, CFC and FBAR positions. Your passport is worth ₦742,500 in Lagos and $0 in Washington.

My Nigerian company won't make money for two years. Do I still have IRS obligations?

Yes — the single most expensive misunderstanding Americans have. Form 5471 is triggered by ownership, not income. Zero revenue, dormant, whatever: you file, and the penalty starts at $10,000 per year per corporation.

Is there a US–Nigeria tax treaty?

No. Nigeria has sixteen and the US isn't among them. A genuine disadvantage versus British and Canadian founders, and a reason for a cross-border CPA rather than a generalist.

Should my LLC or C-corp hold the Nigerian shares?

This is the hardest question in this guide for Americans, because it has two answers pulling opposite ways. In Nigeria, your US entity is an alien under Section 650 — holding through it means ₦100,000,000 and ₦750,000 duty instead of ₦1,000,000 and ₦7,500. In the US, the entity choice materially changes your Form 5471 and NCTI position. Decide both together with your CPA, in one conversation, before you file.

My co-founder is American 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 US among the first countries covered. Start before anything else.

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

No — if it applies to you at all. It's issued capital, not a transfer. What's real: ₦750,000 stamp duty, the CAC filing fee, ₦150,000 NIPC, the Business Permit fee. Though note — if you do wire six figures to capitalise, you've likely tripped Form 926 with the IRS.

How do I get profits back to the US?

Through the CCI you obtained when the money went in — and this applies to Nigerian citizens too. Then, separately, the US taxes the income, possibly before you distribute it under the CFC rules. Two different problems. Solve both.

I'm building fintech or crypto. Is CAC registration enough?

No — it's the prerequisite. CBN licensing for payments, SEC registration for digital assets, each with far higher capital requirements. You can't apply for either without the Nigerian company existing. Step one, 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 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 US tax advice. For your US filing position, engage a qualified cross-border CPA or tax attorney.