Foreigners can set up a 100% foreign-owned company in Nigeria in every sector except oil and gas. Companies register with the Corporate Affairs Commission (CAC), entirely online if you wish. Companies with foreign shareholders must also register with the Nigerian Investment Promotion Commission (NIPC) and get a Business Permit from the Ministry of Interior before they can apply for an Expatriate Quota.
Registration is not the hard part. Running the business is: foreign exchange is scarce and volatile, approvals are slow, power is unreliable and contract payments are often late. This page follows the order you will deal with things, mainly using the 2025 MOFCOM country guide.
Company types
Under Nigerian company law, foreign investors can set up private limited companies, public limited companies, unlimited companies, companies limited by guarantee, branches and subsidiaries of foreign companies, partnerships, sole proprietorships, trusts and representative offices [1]. Chinese traders and manufacturers usually register a private limited company (Ltd).
Foreign ownership and restrictions
- Ownership: the NIPC Act removed caps on foreign shareholding; outside oil and gas, foreigners may own 100% [1].
- Prohibited sectors: production of and trade in arms, ammunition and narcotics, and production of military, police and customs uniforms [1].
- Banking: no single foreign investor may hold more than the largest local shareholder, and total foreign holdings may not exceed 10% of a bank’s capital [1].
- Import bans: Nigeria keeps an import prohibition list that has covered textiles, shoes and bags, all major Chinese exports; the list changes, so check customs.gov.ng before ordering stock [1]. Some goods also need SONCAP conformity assessment [1].
- Restricted jobs: foreigners may not work in government, as doctors or as lawyers [1].
The MOFCOM guide does not mention specific restrictions on foreign retail. Confirm with NIPC or a local lawyer before opening a shop.
Minimum share capital
We did not find the minimum capital for foreign-owned companies stated on an official website. A Nigerian law firm article from 2021 says companies with foreign participation need a minimum issued share capital of NGN 10 million, higher in some sectors [5]. Also note:
- For pioneer status (tax holiday), the MOFCOM guide says in one place that foreign or joint-venture companies need registered capital above NGN 10 million [1] and in another that capital investment must be at least NGN 100 million [1]. Check NIPC’s current requirement.
- Expatriate Quota is allocated according to the amount invested, and applicants must show substantial tax payments, so a thinly capitalised company gets fewer positions [1].
Registration steps
- Name search and incorporation: use the CAC portal services.cac.gov.ng to search the name, complete forms, upload documents and pay, then receive the certificate of incorporation [1][2]. Paper filing at CAC offices or the NIPC One-Stop Investment Centre is also possible [1].
- Documents: memorandum and articles, statement of share capital, declaration of compliance, directors’ consent, share allotment and director details, and residence permits for foreign resident directors where applicable [1].
- Stamp duty and fees: stamp duty is paid to the federal tax authority; the filing fee depends on share capital [1].
- NIPC registration: submit NIPC Form I with the memorandum and articles, certificate of incorporation, CAC Form 1.1, power of attorney and receipts, and pay the non-refundable NGN 15,000 fee via Remita to obtain the NIPC business registration certificate [1]. Forms are on nipc.gov.ng [3].
- Business Permit and quota: companies with foreign shareholders apply to the Ministry of Interior for a Business Permit, then for Expatriate Quota, with a feasibility report, audited accounts and bank reference, expatriate salaries and roles, tax clearance, premises lease and a training plan for Nigerians [1][4].
- Tax registration: register at the nearest federal tax office for a tax ID [1].
- Chinese embassy filing: Chinese-invested companies should report to the Economic and Commercial Office of the Chinese Embassy [1].
For expatriate visas and residence cards, see Nigeria visas and work permits.
Tax basics
| Tax | Rule (2025 MOFCOM guide) |
|---|---|
| Company income tax | 30% for large companies (turnover above NGN 100 million), 20% for medium (NGN 25–100 million), 0% for small (NGN 25 million or less) |
| VAT | 7.5%, including imports |
| Personal income tax | Progressive, 7% to 24% (table in force since 2012); 183 days’ residence in 12 months makes you tax resident |
| Pension | 18% of salary: employer 10%, employee 8% |
| Annual filing | Within 6 months of year-end for companies trading over 18 months, with accounts audited by a local chartered accountant |
The MOFCOM guide also describes the 2025 tax reform (Nigeria Tax Act, 2025): a 4% development levy replaces education tax and several sector levies; large companies face a 15% minimum effective tax rate; company capital gains tax rises from 10% to 30%; individuals earning up to NGN 800,000 a year are exempt from income tax and the top rate rises to 25%; VAT stays at 7.5% with a longer zero-rated list, and registered businesses must use e-invoicing [1]. Check commencement dates and rules with the Nigerian tax authority.
The China–Nigeria double taxation agreement entered into force on 21 March 2009 and applies from 1 January 2010 [1].
Labour rules
A written contract must be signed within 3 months of starting work; working time is up to 8 hours a day and 40 hours a week; the statutory minimum wage has been NGN 70,000 a month since July 2024; maternity leave is 12 weeks at 50% pay [1]. Unions are strong and strikes are legal, so the MOFCOM guide recommends a strike contingency plan [1].
Free zones and economic zones
Free zones and export processing zones are overseen by the Nigeria Export Processing Zones Authority (NEPZA) [1][6]. By June 2023 the government had approved 44 zones, 25 of them operating [1]. Zone enterprises are entitled to exemption from federal, state and local taxes, duty-free imports of inputs for export production, 100% foreign ownership, full repatriation of profits, no quota limits on expatriate staff and a ban on strikes [1]. The MOFCOM guide warns that poor coordination between customs, finance and other agencies means many incentives are hard to obtain in practice [1].
| Zone | Location | Status (MOFCOM guide) |
|---|---|---|
| Lekki Free Zone | Lekki Peninsula, Lagos State, about 3 km from Lekki Deep Sea Port | 30 km² planned; Chinese shareholders CRCC, CCECC, China-Africa Development Fund and Nanjing Jiangning Economic Development Zone, with Lagos State; 134 signed and 66 operating companies as of October 2025 |
| Ogun-Guangdong Free Trade Zone | Ogun State | One of MOFCOM’s first eight certified overseas cooperation zones; 100 km² planned; over 170 registered companies and over USD 2 billion invested; market leaders locally in ceramics, glass, galvanised pipe, nappies and more |
Note: in the Chinese Embassy’s September 2026 risk levels, Ogun State is red except Abeokuta and the Ogun-Guangdong zone, which are orange. Factor security into site choice and staff commuting; see Nigeria safety guide.
Banking and foreign exchange
- Main banks: Access, Zenith, First Bank, Guaranty Trust, UBA, Stanbic IBTC and others. Nigerian banks have no substantive cooperation with banks in mainland China; in July 2025 Stanbic IBTC signed a CNY 800 million loan with China Development Bank to support China–Nigeria trade and investment [1].
- Exchange rate: the official rate was floated from June 2023. In February 2024 the parallel rate hit about NGN 2,000 per dollar; on 1 October 2025 the official rate was about NGN 1,460 [1]. Naira and yuan cannot be settled directly in Nigeria [1].
- Repatriation: obtain a Certificate of Capital Importation from an authorised dealer when bringing capital in; this allows after-tax profits, loan service and liquidation proceeds to be sent out [1]. The law allows free repatriation, but the MOFCOM guide says it is hard in practice [1].
- Borrowing: local loan rates are generally 20–30% with terms of up to 360 days [1].
Chambers of commerce and the embassy commercial office
- China General Chamber of Commerce in Nigeria: founded in Abuja in 2011; helps members deal with police, immigration, customs and the NIPC and runs talks on immigration, law, tax and security [1].
- Lagos: Lagos Chinese chamber of commerce and the Nigeria Chinese trading companies’ association [1].
- Economic and Commercial Office, Chinese Embassy: Plot 302-303, Diplomatic Drive, Central Area, Abuja; tel. 00234-7026035698; abuja-ng@mofcom.gov.cn [1].
- Commercial section, Consulate-General in Lagos: Plot 27 Block 18 Babatunde Anjous Street, Lekki Scheme One, Lagos; ng@mofcom.gov.cn [1].
More on the associations: Chinese community in Nigeria.
Common pitfalls
- Unreliable partners: the MOFCOM guide reports many cases of Chinese investors being cheated in acquisitions and frequent problems with partners’ business integrity [1]. Do due diligence and have a local lawyer review contracts.
- Late payment: late payment on contracts is widespread; keep work progress in line with payments received [1].
- Land: foreigners can hold land rights for up to 99 years, but transfers are restricted, fees are high and compensation on expropriation is poor [1].
- Mining: mining projects often lead to disputes with communities and government [1]. Mining or exporting minerals without permits is a criminal offence: in March 2025 the Federal High Court in Ilorin, Kwara State, sentenced two Chinese nationals to two years each for illegal mining (with an option of a NGN 1 million fine each) and ordered NGN 14 million in royalties to be paid [7], and in August 2026 a federal court in Lagos sentenced two Chinese nationals for illegally exporting lithium and copper minerals to 25 years on each count, with an option of a NGN 10 million fine per count [8].
- Policy changes: policies change often, approvals involve many steps and rent-seeking is serious [1]. For large projects, consider Sinosure overseas investment insurance [1].
For a general overview, see Nigeria guide for Chinese residents. To compare with other countries, see Registering a company in South Africa and Registering a company in Kenya.
References
- Country Guide for Outbound Investment and Cooperation: Nigeria (2025 edition) (MOFCOM / CAITEC / Economic and Commercial Office of the Chinese Embassy in Nigeria, December 2025)
- CAC Company Registration Portal (Corporate Affairs Commission, Nigeria)
- Nigerian Investment Promotion Commission (Nigerian Investment Promotion Commission)
- Citizenship and Business FAQ (Expatriate Quota and Business Permit) (Federal Ministry of Interior, Nigeria, accessed 2026)
- How a Foreigner can Register a Local Company in Nigeria (Afriwise / Goldsmiths Solicitors, 15 September 2021)
- NEPZA Regulations 2004 (Nigeria Export Processing Zones Authority)
- Illegal Mining – Court Convicts Two Chinese Nationals, Offers Them Fine Option (AllAfrica, 11 March 2025)
- Court Jails Two Chinese Nationals 25 Years Over Illegal Export of Nigeria’s Lithium, Copper (ThisDay, 1 August 2026)