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 Procedures for doing Business in Nigeria

Nigeria has a well established procedure for doing business for the benefit of businesses, business owners and corporations. Being an investor friendly country, investors and entrepreneurs are welcome.

There are five legal forms of business that you carry register and carry on in the country. These are:

  • Sole proprietorship with a registered business name.
  • Partnership
  • Limited Liability company (Limited)
  • Public Liability Company (Plc)
  • Cooperatives, Charities and Non-Governmental Organizations.

 

The organization charged with registering businesses is the Corporate Affairs Commission (CAC) with head office in Abuja. To register your business you have to seek the services of a lawyer as the CAC deals only with lawyers.

The cost of registering your business differs. That of a business name is usually lower at about N20,000 inclusive of the lawyer’s fee. A limited liability company is based on the authorized capital and ranges from N50,000 inclusive of the lawyer’s fees. An NGO is much more expensive and takes a much longer time since in addition to the CAC the documents must pass through the office of the Minister of Justice. The cost of registering a cooperative differs from State to State with the lowest states being the Northern States (about N10,000) and the Most expensive being Lagos State (about N80,000)

After registering your business be sure to obtain the following:

  • Your Tax Identification Number (TIN)
  • Your VAT registration number
  • Obtain signage permit
  • Obtain business permit from the respective local government
  • File your annual returns with the CAC
  • Pay your corporate tax annually with the Federal Inland Revenue Service
  • Obtain Excise clearance in terms of manufacturing concern
  • Obtain the approval of NAFDAC if your products are food and drug related.
  • Obtain Nigerian Standards Organization certificate in terms of other products
  • Deduct and remit the PAYE to the respective State Inland Revenue Service monthly.
  • Register your staff with a pension’s administrator of their choice and remit the pensions deductions monthly.

Other Details
The information appearing below was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2011.

  • Standardized Company

No.

Procedure

Time to Complete

Associated Costs

1

check the availability of company name with the Corporate Affairs Commission 

The Corporate Affairs Commission (CAC) Online System was commissioned in June 2005. The system envisaged an online search of unique company names immediately upon the purchase of an e-payment card from an accredited bank. Although this services is widely adevertised by CAC, until now the system is not fully operational either because of power fluctuation or because of lack of availability of the pre-paid cards- necessary to conduct the on-line transaction. In most cases, the applicants have to go to the CAC office to complete this procedure.

5 days

NGN 200 application form

2

Prepare the requisite incorporation documents and pay the stamp duty 

To prepare the requisite incorporation documents, the incorporators must complete the requisite statutory forms, prepare and print the memorandum and articles of association, and have them stamped by the Federal Inland Revenue Service (FIRS)

7 days

0.75% stamp duty paid on capital

3

Notarize the declaration of compliance (CAC 4) 

The declaration by the barrister or solicitor engaged in the formation of the company may be sworn to at either the State High Court for a fee of NGN 250 or at the Federal High court for a fee of NGN 100.00.

1 day

NGN 500

4

Register the company with the Corporate Affairs Commission & pay fees at the bank desk at CAC 

To register the company with the Corporate Affairs Commission (CAC), the following incorporation documents are submitted:
- Name reservation and availability form.
- Memorandum and articles of association, stamped by the commissioner for stamp duties (two copies).
- Form CAC 3, Notice of registered address.
- Form CAC 7, Particulars of directors. 
- Form CAC 2, Statement of share capital and return of allotment of shares.

Incorporation fees are
-NGN 10,000 for company whose nominal share capital does not exceed NGN 1,000,000, and NGN 10,000 for every NGN 1,000,000 thereafter. - N500 incorporation forms. Incorporation fees for a company whose share capital exceeds N1,000,000.00 is N10,000.00 for the first N1,000,000.00 and N10,000.00 for every additional N1,000,000.00 or any part thereof.
• Stamp duties is payable on the share capital of a company at the rate of 0.75%
• N500 for each additional copy of Memorandum and Articles of Association stamped
• N3,000 for certified true copy of memorandum and articles of association
• N2,000 for certified true copy of particulars of directors
• N2,000 for certified true copy of particulars of shareholders. Moreover, NGN 60,000 is the approximate cost of company incorporation conducted by professionals ( lawyers, charted accountants of charted secretaries) accredited by CAC. 
The payment can be done at the bank desk at CAC.

The Corporate Affairs Commission introduced a same-day incorporation option at an increased statutory fee (five times that of standard incorporation). In June 2005, the Corporate Affairs Commission commissioned a system for online company registration, in which registration documents and payments may be processed electronically by Commission-accredited lawyers. However, the system is not yet fully implemented.

11 days

NGN 59,592 legal fees +NGN 500 incorporation forms + NGN 20,000 Incorporation fees (an extra NGN 50,000 for same-day processing) + NGN 500 for each additional copy of Memorandum and NGN 500 for additional copy of the Articles of Association stamped + NGN 3,000 for certified true copy of memorandum and articles of association + NGN 2,000 for certified true copy of particulars of directors +NGN 2,000 for certified true copy of particulars of shareholders.

5

Register with the Federal Board of Inland Revenue Department of the Ministry of Finance for income tax and VAT 

The Federal Inland Revenue Service (FIRS) requires the applicant to complete tax registration forms for corporate income tax registration as well as VAT. 
The company submits an application letter to the tax authority for a tax clearance certificate and, for income tax purposes, registers at the integrated tax office.
The registration process requires submitting a completed tax office–issued application (taxpayer registration input form, TRIF/2006/001 COYS) and the following documents:
- Completed FIRS questionnaire.
- Memorandum and articles of association (copy).
- Certificate of incorporation (copy).
- Directors’ names and addresses.
- Tax advisor’s name and address.
- Letter of appointment of a tax adviser and corresponding letter of acceptance. 
- The date the company commenced business;
- Names, addresses and mobile numbers of major promoters and the chairman of the company, including their email addresses;
- Other sources of income of the chairman and the promoters of the company;
- Name and addresses of the principal officers of the company including the chairman, managing director, legal adviser and accountant;

To register, the company must submit the taxpayer registration input form in triplicate, and the original certificate of incorporation must be presented for review by the controller. Upon the completed taxpayer registration input form and all other documents being received, a tax reference number is allocated. An application must be filed for the tax clearance certificate; its issuance is not automatic.

Fee schedule for tax clearance certificate:
- Registration within 6 months of incorporation: no cost. 
- Registration after 6 months of incorporation (if the company has yet to start business operations):
-A pre-operation levy of NGN 20,000 for first-year requests and NGN 25,000 for each subsequent-year request, until the company files a notice of commencement of business as per amendment to section 29 of the Companies’ Income Tax Act No. 11 of 2007.
-Companies that register after the start of operations must file a set of audited accounts. TCC is issued based on tax paid for 3 years. If the position is at a loss, the TCC will be issued to reflect the position.

Companies required to register for VAT complete the VAT registration form (VAT Form 001, obtainable free of charge from all FIRS offices) and return it to the integrated tax office, which will issue a taxpayer identification number (TIN). Companies required to register for VAT must do so within 6 months from the date of starting business operations. 

Since the registration for corporate income tax and VAT are done in the same place; 1 Tax Identification Number (TIN) is issued to companies for all federal taxes.

4 days

no charge

* 6

Register for personal income tax PAYE at the State Tax Office 

All employers shall register with the relevant state tax authority for income tax withholding. Once the application is filed, with a copy of the certificate of incorporation attached, a reference file is opened for the company.

2 days, (simultaneous with previous procedure)

no charge

* 7

Receive inspection from local government 

The Lagos State Government has developed a new State Law which entitles it to impose signage fees. Lagos State Signage and Advertising Agency (LASAA) regulates outdoor display in business premises in Lagos State. Any company that is doing business in Lagos State that has an outdoor display in form of advertisement in the premises or any vehicle of the company must register the display with the agency. LASAA issue the questionnaire regarding the application to erect a signboard outside business premises, etc. That questionnaire is completed by newly established businesses within the State and submitted to LASAA, who will scrutinise the completed questionnaire and arrange for an inspection of the signboard at its location.
The amount payable is N 9,000 comprising the formal application fee (N 2,500.00) and the fee for a Geographical Information Survey (N 6,500). Additional optional fees totalling N 6,000 may also be paid at the application stage for the LASAA Guidelines (N 5,000.00) and the LASAA Gazzette (N 1,000.00). 
After the above, the application will be forwarded to the Billing and Assessment department of the agency to determine the fee payable for the issuance of the permit. The amount of fee is determined by the dimension and location of the outdoor display. 
However, in most states in Nigeria, signage and related compliance issues are handled by the local government

7 days, (simultaneous with previous procedure)

no charge

8

Pay fees at a designated bank 
The fee payable is about N 9,000 comprising the formal application fee (N 2,500.00) and the fee for a Geographical Information Survey (N 6,500). Additional optional fees totalling N 6,000 may also be paid at the application stage for the LASAA Guidelines (N 5,000.00) and the LASAA Gazzette (N 1,000.00).

1 day

NGN 18,500

 
Source the world bank group – www.doingbusiness.org

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