Doing Business in Nigeria

General Information

Location

Nigeria is a country located in West Africa. She is bounded in the West by Republic of Benin, in the East by Cameroun Republic, in the North by Niger Republic and South by the Atlantic Ocean.

Resources

Nigeria has an area of 923,768 Square Kilometres, consisting of 910,768 Square Kilometre Land and 13,000 Square Kilometre Water. The Country is blessed with abundant Natural Resources such as Petroleum, Natural Gas, Tin, Coal, Zinc, Iron Ore, Arable Land, Limestone, Bauxite etc.

Nigeria is also blessed with abundant human resources with a Population of about 200 million people out of which 55% is in the productive age bracket of 15- 64 years. The Country also has a well-educated and highly trained manpower base for any prospective employer.

Contact us

Victoria Okpako
Victoria Okpako
Partner in Lagos
Tel.: +234 803 3073494
Andrew Uviase
Andrew Uviase
Managing Partner in Lagos
Tel.: +234 803 3073494
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Climate

Generally, Nigeria has a tropical climate with significant variation between the North and the South. There are two main seasons, namely; the Dry and Wet (or Rainy Season). The dry season is usually from November to April while the rainy season last from May to October.

Temperatures differ significantly between North and South. On the average, Nigeria Weather conditions are as follows:

  • The average temperature in Nigeria is 26.4 °C (80 °F).
  • The highest monthly average high temperature is 33 °C (91 °F) in February & March.
  • The lowest monthly average low temperature is 21 °C (70 °F) in August.

Currency

The Nigerian currency is known as Naira. It is easily convertible into major currencies of the World like the US Dollars, British Pounds, Euro and Japanese Yen. The Naira currently exchanges for about 800 to the Us Dollars.

Structure of the Nigerian Economy

Nigeria’s economy is a traditional agricultural economy with little value added processing and manufacturing. It is a monocultural economy with export earnings that are almost entirely from Crude Oil and Liquefied Natural Gas. Crude Oil and Natural Gas account for 95% of foreign exchange earnings and 80% of government revenues. The industrial sector is relatively yet undeveloped with very little value-added processing and manufacturing. It depends mainly on the extraction and export of crude oil.

Agriculture provides employment to 70% of the population while it accounts for 33.4% of the GDP.

There is also a growing importance of the service sector which currently employs 20% of the labour force and contributes 32% to GDP.

Political System

Executive

The country operates a federal system of government with 36 States and a Federal Capital Territory at Abuja. The Federal Government is headed by a President who performs both executive and ceremonial functions since the country operates a Presidential System of Government. Each state is headed by a State Governor who is elected in a general election that is conducted every four years.

The two most important cities are Lagos and Abuja. Lagos is the principal port city of Nigeria with a Population of about 15Million people. It is the commercial capital of Nigeria. Abuja is the political capital city of Nigeria. It is located at about the centre of the country. Other cities with significant industrial establishments are Port Harcourt, Enugu, Aba, Kano, Kaduna, Ibadan and Warri

Legislature

At the Federal level, the country operates a bicameral legislative system with two houses. These are the upper chambers known as the Senate and the lower one known as the House of Representatives. The States operate a single legislative house known as the House of Assembly.

Proposed legislation is presented to Parliament in the form of Bills. Before becoming a law, a Bill must be approved by both houses of the National Assembly. This would be after it had gone through three readings and a committee scrutiny at each House. Thereafter, the Bill is presented to the President for his assent and signature before becoming a law.

Judiciary

The Nigerian judicial system is fashioned after the English system since the country was a British Colony. The highest court in the land is the Supreme Court, followed by the Court of Appeal and next by the High Courts. In addition to these courts, there are also the Magistrate Courts and Customary/ Sharia Courts which have limited jurisdiction over civil and criminal cases. The country normally accepts International Court of Justice (ICJ) jurisdiction.

Since Nigeria operates a Federal System of Government, there are slight variations in legal provisions from one state to another. Care should be taken when studying legal or official documents to note if there are any specific state legal provisions.

Religion

Nigeria is a secular state where there is freedom of religion. However, the two predominant religions are Christianity and Islam.

Language

The official language of Nigeria is English. In addition, there are three main ethnic languages of Hausa, Ibo and Yoruba which are also widely spoken.

In all, the country has over 50 languages and over 250 ethnic dialects. These ethnic languages are spread all over the country.

Local Time

The Nigeria time is one hour ahead of GMT.

Weight and Measure

Nigeria uses the metric system of measurement.

International Groupings

Nigeria belongs to several International organizations, like Economic Community of West Africa States (ECOWAS), African Union (AU), World Trade Organisation (WTO), United Nations Organization (UNO) and its agencies, Organization of Petroleum Exporting Countries (OPEC) etc.

This implies that several international treaties and conventions regulating the conduct of Nations are also applicable to Nigeria

Investment Factors

Government Investment Incentives

The Nigerian Government has put several measures to encourage foreign investments in the Nigerian Economy.

Legal Provisions to Encourage Foreign Participation in Nigeria Businesses

Some of these measures are as follows;

  1. A non Nigerian can invest and participate in any enterprise in Nigeria
  2. A foreign enterprise may buy the shares of any enterprise in convertible currency.
  3. A foreign investor is guaranteed unconditional transferability of funds for dividend or profit and loan servicing.
  4. The full remittance of proceeds arising from the sale of a business.
  5. Total repatriation of capital should the investor choose to relocate elsewhere.

In addition, there are provisions to prevent the Nationalisation of enterprises by any government. Even in an unlikely acquisition of an enterprise for reasons of overriding National interest, prompt and adequate compensation is paid to the investor(s).

Free Trade/Export Processing Zones

Free Trade/ Export Processing Zones are areas delineated within the country’s territory for special incentives which can aid the development of that cluster.

In Nigeria, there are broadly two categories of free trade/export zones. These are the specialised trade zone known as the Oil and Gas Free Trade Zone and the general purpose Export Free Trade Zones.

At the Federal Level, the Free Trade Zones are under the management of the Nigerian Export Processing Zones while the Oil and Gas Free Zone Authority manages the Oil and Gas Zone.

The major Free Trade Zone/ Export Processing Zones are the Onne Oil and Gas Free Zone and Calabar Export Processing Zone. The others which are at various stages of completion are Lekki Export Processing Zone, Kano Free Trade Zone, Olokola Free Trade Zone and Maigatari Free Trade Zone.

Benefits of doing business in Export Processing Zones

There are numerous incentives for industries that operate in the Free Trade Zones. Some of which are:

  • Exemption from payment of all Federal, State and Local Government Taxes, Rates and Levies
  • Repatriation of capital at any point including capital appreciation
  • No restriction on expatriate labour
  • No import or export licence
  • Unrestricted remittance of profits and dividends
  • 100% foreign ownership of enterprises in the Free Zone is allowable
  • No import duties is payable on items of stock warehoused in the Free Zone
  • Rent Free Land during construction of factory space
  • Services such as warehousing, standard pre built factories, accommodation, transportation etc are available within the zones
  • Machinery and equipment for use in the manufacturing premises could be imported free of duties

Privatization and Commercialization

In order to encourage private participation and reduce the burden on government by public enterprises, the governments of Nigeria both (Federal and States) have embarked on the privatization and commercialization of state owned enterprises.

Though several companies have been successfully privatized, interested investors still have the opportunity of investing in other government enterprises in various sectors such as Telecommunications, Electricity, Petroleum Refining, Coal and Bitumen, and Tourism.

Under the privatization programme, both foreigners and local investors are free to invest in the enterprises.

Local Content in the Oik Industry

In order to enhance indigenous capacity and participation in the oil industry, the Nigerian Local Content Act makes it mandatory for the exclusive consideration of Nigerian indigenous service companies in the award of certain contracts in the Oil and Gas Industry.

The Nigeria Content Development and Monitoring Board is responsible for making procedures, monitoring, coordinating and implementing the Local content requirements of the Oil and Gas Industry.

Operators in the industry are advised to ensure compliance with local content requirements when awarding contracts.

Cabotage in the Shipping Industry

There is a Law known as the Cabotage act which provides that only vessels, wholly owned and crewed by Nigerian Citizens, built and registered in Nigeria can engage in the domestic or coastal carriage of cargo and passengers within Nigerian Territorial Waters or any point within the Exclusive Economic Zone of Nigeria.

This restriction could however be waived if there are no local vessels that meet the strict criteria specified above. In which case, preference would be given to Joint Venture arrangement between Nigerian owned companies and foreign owned companies on a 60/40 percent basis. There could also be ministerial waiver for foreigners intending to participate in coastal shipping provided the foreign vessel is registered in Nigeria and the owning company have a representative office in Nigeria.

Sources of Finance

Companies may raise external finance from the following sources:

Commercial Banks

Commercial Banks provide Loans, Overdraft or a combination of both and by Lease/Hire Purchase arrangements.

Loans

Banks help to finance business enterprises by way of Loans. By this arrangement, money is lent out to customers for a specific period of time. The interest rate is commonly variable depending on Money Market conditions, though it is sometimes fixed.

The customer is required to have a collateral security which could be a charge over the assets of the business and or guarantees by the owners of the business or the directors.

Overdraft

This is a method of credit facility in which a customer is allowed to draw more than the amount of money in his account. This system is intended to finance working capital requirements and carries a variable interest rate. The overdraft is payable on demand although it is usually expected to be repaid over a fixed period (usually one year)

Lease and Hire Purchase

Business can finance assets like motor vehicles, plant and equipment by way of lease. Lease is an agreement between an owner (lessor) and another party (lessee) which allows the lessee to use an asset over an agreed period of time. This can be by way of an operating lease which allows the lessee to use the assets without transferring ownership; or by means of a Finance lease which is undertaken with the intention of transferring ownership to the lessee after an agreed number of instalment payments.

Since most manufacturers and sellers of such assets do not give credit; financial institutions normally provide the finance in the form of lease.

Another variant of extended credit purchase is Hire Purchase. This is a contract on hire with an intention to purchase, in which the owner of the asset undertakes to sell it to the hirer upon the making of a certain number of instalment payments. The Finance for hire purchase is also provided by financial institutions.

Other credit services

Banks also provide other forms of credit like Invoice Discounting, Bills of Exchange and Debts Factoring to businesses in Nigeria

Development Finance Institutions (DFIs)</u

Development Finance Institutions provide soft loans to industrialists in the areas of agriculture, commerce and industry. The two major DFIs in Nigeria are the Bank of Industry and Bank of Agriculture.

In addition to the provision of loans, these institutions also assist businesses by way of manpower development, business consultancy and supervision of projects.

Other Financial Insitutions

There are other institutions that play important roles in the financial system. Some of these are; Insurance Companies, Mortgage Banks, Micro Finance Banks and Finance Houses.

Capital Market

The Capital Market in Nigeria is a market for medium and long term funds. The key players in the market are the Nigerian Stock Exchange (NSE), Securities and Exchange Commission (SEC), the Issuing Houses and the Stock-Broking firms.

In order to serve the large scale and the small scale businesses, the Nigerian Stock Exchange operates the Main Exchange and the Second Tier Securities Market (SSM) for the former and latter groups respectively.

Raising finance through the Main Exchange involves more stringent requirements than the Second Tier Securities Market (SSM). In either case, it will require the support of a financial institution and publication of detailed information to support the proposed issue.

Employment Conditions

Employment of Nigerians by foreign companies is regulated by Nigerian Labour Laws and Negotiated Conditions of service with labour unions (where the labour is unionised). There is a minimum wage which employers of labour are expected to pay. The amount is currently fixed at =N=50,000 (Eighteen Thousand Naira) per month.

When non-Nigerians are needed, such companies are required to obtain Expatriate Quota from the Ministry of Internal affairs for the required positions. (Businesses operating in Free Zone territories are however exempted). Obtaining expatriate Quota would sometimes require the services of professionals like Peak Professional Services for speedy processing.

Companies wishing to engage the services of expatriates for short period assignments are required to obtain temporary work permits.

Acquisitions and Takeover Bids

When contemplating a takeover or acquisition of a listed company, it is important to engage relevant professionals and obtain necessary clearance from the Securities and Exchange Commission and Central Bank in the case of Financial Institutions.

Types of Business Organisations

Business Structures

In Nigeria, all businesses must be registered with the Corporate Affairs Commission. Businesses may be set up in the following forms:

  • Private Limited Liability Company
  • Public Limited Liability Company
  • Unlimited Liability Company
  • Company Limited by Guarantee
  • Nigerian Branch of an Overseas Company
  • Partnership/Firm
  • Sole Proprietorship and
  • Incorporated trustees (religious, charitable, philanthropic or cultural)

Limited Liability Companies (LLC)

The principal Act, regulating the incorporation and conduct of companies is the Companies and Allied Matters Act, 2004. The administration of the Companies Act is undertaken by the Corporate Affairs Commission (CAC).

The main requirements of a limited company in Nigeria are as follows:

Capital

The minimum authorised share capital of a private Limited Liability company is N10,000 (Ten Thousand Naira), while that of a Public Limited Liability company is N500,000 (Five hundred thousand Naira).

For Companies with foreign interest, the minimum share capital is 10,000,000 (ten thousand naira).

Capital may be subscribed in cash, or assets like building, machinery etc. or a combination of cash and assets.

Shareholders

A private company is required to have a minimum of two shareholders and a maximum of 50 shareholders. There is no upper limit for the number of shareholders in a Public Limited Liability Company. There are no nationality and resident requirements for being a shareholder in a Nigerian company.

Company Name

The name of a Private Limited Liability Company must end with Limited and that of a Public company must end with Public Limited Company or the abbreviated form of Ltd and PLC respectively. The name of a Company Limited by Guarantee must end with Limited by Guarantee in brackets, while the name of Unlimited Company should end with the word Unlimited. A company may also use the abbreviation (Ltd/Gte) and Ultd respectively in the two cases. The names must also be used in all official stationeries and documents.

There are certain restrictions on the names that a company can bear in order to prevent an impression of being associated with government or portraying the wrong impression.

Directors

Every registered company is required to have a minimum of two directors. There are no residence or nationality requirements for directorship and any director could be a Chairman of the Board.

Secretary

Every company is required to have a Secretary who performs certain legal duties. A company’s Secretary must have certain qualifications and experience. A director could also be a company secretary if there are more than one director.

Labour

There is no requirement that labour be represented on the Board of a Company

Annual Returns

Every company is required by law to make and deliver to the Corporate Affairs Commission an annual return containing information about the Company and its Audited Financial Statements.

Types of Shares

The two major types of shares are ordinary and preference shares. Any share in a company may be issued with varying rights provided the rights of the previous holders of those classes of shares are not prejudiced.

Formation

Shelf companies with standard Memorandum and Articles of Association may be purchased from professionals like Peak Professional Services.

The procedure for forming a Company in Nigeria has been simplified and could be completed within a period of one week.

Dividend

A company may pay Dividend from profits arising from the use of company’s assets, revenue reserve or realised profit on asset sold.

Directors are however, required to ensure that the company can continue to meet its obligations after the payment of Dividends.

Resolutions

A simple majority is required to pass an ordinary resolution of the company, while special resolutions require at least three fourths of the votes cast by members of the company (themselves or be represented by proxy).

Unlimited Companies

Unlimited companies are not commonly used because the liabilities of the members are not limited to their shares in the Company.

Operations of Foreign Companies

A foreign company wishing to set up business operations in Nigeria is required to take necessary steps to obtain local incorporation of the Nigerian Branch or subsidiary for that purpose.

Certain companies are however exempted from the general rule if they apply in writing to the Secretary to the Government of the Federation. These are;

  • Foreign companies invited to Nigeria by or with the approval of the Federal Government to execute any specified individual project
  • Foreign companies in Nigeria for the execution of Individual Loan project on behalf of the donor country or international organisation
  • Foreign government owned companies engaged solely in export promotion activities
  • Engineering consultants and technical experts engaged on any individual specialist project.

Every exempted company is expected to also deliver annual returns to the Commission.

Representative Office

Foreign companies may set up representative offices in Nigeria instead of having a full branch or subsidiary. However, such an office can only be used as a promotional and liaison office. It cannot engage in business or conclude contracts.

Partnership

A partnership is a business organisation in which two to twenty persons carry on business in common with a view to making profit. It is common in professional practice such as Law, Accounting and Estate Surveyors.
The partners usually draw up an agreement known as the Partnership Deed which regulates the operations of the Partnership.

Sole Proprietorship

Sole proprietorship or sole trader is an individual who engages in business or profession with a view to making profit. He is required by law to register the business with the Corporate Affairs Commission. The proprietor’s liability for business debts and obligations are unlimited and the business accounts is not subject to external audit (except the sole proprietor specifically requests for it)

Financial Statements and Audit

Accounting Records

Every company in Nigeria is required to keep accounting records which are sufficient to explain the transactions of the company and disclose with reasonable accuracy the financial position of the company at any given point in time.

Financial Statements

Based on the Accounting records kept by each company, the directors are required to prepare and deliver to the Corporate Affairs Commission Financial Statements which meet the requirements of the Companies’ and Allied Matters Act 2020 for each financial year. Such Financial Statements which must be subject to Audit would include the following:

  • Statement of accounting policies
  • The statement of financial position
  • A statement of profit or loss and other comprehensive income or an income and expenditure account (for a non trading Company).
  • Notes to the accounts
  • Auditors report
  • Director’s report
  • Cash flow statement
  • Value Added Statement for the year
  • Five year Financial Summary and
  • The group Financial Statements in case of a holding Company

Financial Reporting Framework

Financial Statements in Nigeria are prepared in accordance with the Companies’ and Allied Matters Act and the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB).

Prior to the adoption of IFRS, the financial reporting framework was the Statements of Accounting Standards issued by the Financial Reporting Council of Nigeria.

Auditors

Nigerian Companies and Allied Matters Act, requires every company to appoint an Auditor or Auditors to audit the Financial Statements of the company. Audits in Nigeria are carried out in accordance with International Standards on Auditing which are issued by the International Federation of Accountants (IFAC) and the Nigerian Standard on Auditing which are issued by the Institute of Chartered Accountants of Nigeria. It is important to note that the Nigerian Standard on Auditing complies substantially with the International Standards.

The rules guiding the qualifications of an auditor, their appointment and resignation (or removal) is guided by the Company’s and Allied Matters Act. In addition, auditors are expected to adhere strictly to the ethical and professional standards issued by the Institute of Chartered Accountants of Nigeria and the Company Law.

The Auditors of a company are required to make a report to its members on the accounts examined by them. In addition, they (Auditors) shall in the case of a public company also make a report to the Audit Committee.

Annual Returns

Every company limited by Shares or by Guarantee shall once in a year (except in the year of incorporation) make and deliver to the commission an annual return. Such returns should contain information relating to the company’s registered office, registers of members and debenture holders, shares and debentures, indebtedness, past and present members and directors and secretaries. The form and contents of annual returns are varied for small companies and companies limited by guarantee.

Modified Financial Statements

In certain cases, a company’s directors may deliver modified financial statements consisting of the balance sheet and a few other disclosures to the Corporate Affairs Commission instead of the full requirements stated above. To be eligible for small Company provisions, the following conditions must be satisfied.

  • It is a Private company having a share capital;
  • The amount of its turnover for that year is not more than =N=2,000,000 (Two Million Naira)
  • Its net assets value is not more than =N=1,000,000 (One Million Naira)
  • None of its members is an alien
  • None of its member is a government or government corporation or agency or its nominee and
  • The directors between them hold not less than 51% of its equity capital

Generally, a subsidiary company within a group or group of companies that meet the above requirements could also benefit from the small company reliefs if the above conditions are met.

Taxation

Tax System

The Nigerian Tax system is structured to reflect Nigeria’s Federal system of government which accords responsibilities to the three tiers of government. That is the Federal, State and Local Governments.

Taxation at the Federal Government level is administered by the Federal Inland Revenue Service, while the States Internal Revenue Boards are responsible for the administration of taxes that are collectible by state governments. At the local government level, taxes are collected by the Local Government Revenue Units.

In order to harmonise the activities of various Revenue Authorities, there is a Joint Tax Board which issues guidelines on the operations of these units. In furtherance of this objective, the Joint Tax Board has a list of all taxes that are collectible by the three tiers of Government.

List of Approved Taxes

Taxes to be collected by the Federal Government

  • Companies Income Tax
  • Withholding Tax on companies, residents of the Federal Capital Territory, Abuja and non – resident individuals
  • Petroleum Profits Tax
  • Value Added Tax
  • Education Tax
  • Capital Gains Tax on bodies corporate , residents of the Federal Capital territory and non- resident individuals
  • Stamp duties on bodies corporate and residents of the Federal Capital Territory
  • Personal Income Tax of members of the Armed Forces, Police, residents of the Federal Capital Territory, staff of the Ministry of Foreign Affairs and non resident individuals.

Taxes and levies to be collected by the State Government

  • Personal Income tax in respect of
    • Pay-as- you-earn (PAYE) and
    • Direct taxation of individuals (Self assessment)
  • Withholding Tax (individuals only)
  • Capital Gains tax (individuals only)
  • Stamp Duties on instruments executed by individuals
  • Pools betting and lotteries, gaming and casino taxes
  • Road taxes
  • Business premises registration fee
  • Development Levy
  • Right of Occupancy fees in state capitals
  • Market taxes and levies where state finances are involved

Taxes and levies to be collected by the Local Government

  • Shops and Kiosk Rates
  • Tenement Rates
  • On and Off liquor licence
  • Slaughter slab fees
  • Naming of street registration fees
  • Right of occupancy fees on lands in rural areas
  • Motor Park levies
  • Market taxes and levies excluding any market where state finance is involved
  • Marriage, Birth and Death registration
  • Domestic animal licence
  • Bicycle, truck, canoe and wheelbarrow fees
  • Cattle tax payable by Cattle farmers
  • Merriment and road closure taxes
  • Radio and television licence fees
  • Vehicle radio licence fees
  • Wrong parking charges
  • Public convenience, sewage and refuse disposal fees
  • Customary burial ground permit fees
  • Religious places establishment permit fees
  • Signboard and advertisement permit fees.

It is important to note that the list of approved taxes have been comprehensively prepared to enable tax payers avoid incidence of Double Taxation by the three tiers of Government and harmonise the tax collection procedures.

Companies Income Taxation in Nigeria

Taxation of companies’ income is regulated by the Companies’ Income Tax Act, which makes a distinction between a Nigerian company and a Non Nigerian company.

Nigerian Companies

A Nigerian company is a company incorporated under the Companies and Allied Matters Act.

Tax is imposed on the global profits of a Nigerian company at a rate of 30%.

The sources of such profits include:

  1. Profit from any trade or business
  2. Rent
  3. Dividends
  4. Any source or gain not falling within the above categories
  5. Fees dues and allowances wherever paid
  6. Any amount of profits or gains arising from acquisition of short term money market instruments
  7. Any amount deemed to be profit under any provisions of the Act

Fiscal Year

The fiscal or assessment year runs from 1st January, to 31st December of the same year. When a company’s financial year does not coincide with the Government year, the company’s yearend is taken for the purpose of tax computation

Basis Period

Tax assessments are based on the preceding year basis.

Rates

The rate of Corporation tax is 30% of chargeable profit. Chargeable profit is the profit of a company arrived at after giving effect to loss reliefs and Capital Allowances

However, smaller companies with a turnover of one million Naira and below are subject to tax at a lower tax rate of 20% for the first four years of commencement of business if they are engaged in Manufacturing, Agricultural Production, Mining of Solid Minerals or wholly export business.

Minimum Tax

A company that makes loss may be required to pay minimum tax unless it is engaged in Agriculture.

Company Tax Returns Dates

Every company must file its annual tax returns with the tax office within six months after its financial year end.

Newly incorporated companies should file tax returns within eighteen months from date of incorporation or six months after the end of its first accounting period whichever comes first.

Penalties will be charged for late filing.

Company Tax Payment Date

All assessments are payable within 30 days from the date of service of the assessment notice.

If an assessment is disputed, it must be objected to within 30 days from service of the assessment notice.

Penalties are imposed on late payments.

Non Resident Companies

A non resident company is liable to tax on the profit or income derived from Nigeria. In view of the complexity of modern transactions, the Nigerian Tax laws have set some criteria to determine Income derived from Nigeria. These are as follows;

If the Company has a fixed base in Nigeria, then tax is payable on the profit derived from that fixed base. Where a non resident company habitually carries out business through an agent in Nigeria, that agent is regarded as a fixed base and as such tax is chargeable on the profit derived from that base.
The profit of a turnkey project is liable to tax in Nigeria.

In order to remain competitive globally and to prevent the incidence of double taxation, Nigeria has Double Taxation agreements with some Countries. The major countries are United Kingdom (UK), France, The Netherlands, Belgium, Canada, Pakistan, Romania, Philippines and Czech Republic. Others are Slovak Republic, South Africa and China. Some other ones are at different stages of drafting and negotiation.

Companies can benefit from Double Taxation Agreements that Nigeria has with these Countries.

Education Tax

Education Tax is payable by all Companies registered in Nigeria at the Rate of 3% on assessable profit.

The assessment and collection of Education Tax is the responsibility of the Federal Inland Revenue Service.

There are penalties for late filing and payment of Education Tax.

Withholding Tax

Companies are required to deduct tax at certain rates when payments are to be made for certain transactions and activities. Deduction is required to be made at specified rates when payment is made or credit is given whichever is earlier.

The applicable Withholding Tax Rates are as follows:

S/N Types of Payments Rates (Companies) Rates (Individuals)
1 Interests, Rents and Dividends 10% 10%
2 Royalties 10 5
3 Commissions, Management Fee 10 5
4 Consultancy, Technical Service 10 5
5 Installations 10 5
6 Directors’ Fees 10 10
7 All types of Contracts 5 5
8 Agency arrangements 10 5

Remittance of the tax deducted are to be made to FIRS (for companies) and relevant state Internal Revenue Boards (for individuals) within 30 days after the end of the month of deductions

Withholding Tax on dividends, interests, rents and royalties payable to non resident companies is the final tax on such companies. In the case of Nigerian companies, Withholding Tax on Dividend is regarded as Franked Investment Income and as such it is a final tax.

Other Forms of Withholding Tax (on contracts, rent, consultancy etc) could be utilised as Tax Offset, when the Company (who suffers the deduction) is making payment for Company’s Income Tax.

Capital Gains Tax

Capital gains tax is chargeable on capital gains realised from the sale of capital assets at the rate of 10%. A company could however avoid this tax if the proceeds are used for acquiring a new asset to replace the disposed one. The same rate is applicable to individuals.

Value Added Tax (VAT)

VAT is a tax levied on the consumption of most goods and services. The Nigeria VAT system has a credit mechanism which allows input tax to be set off against output tax.

Whenever a taxable person supplies goods or services to which VAT applies, its price will reflect the VAT due.

The VAT rate is 7.5% in Nigeria.

All exports are charged at 0%

All taxable persons are required to register with the Federal Inland Revenue Service within six months of incorporation. Thereafter VAT returns are to be rendered on a monthly basis. Fines are imposed for non compliance.

A non resident company that carries on business in Nigeria shall register for the tax using the address of the person with whom it has a subsisting contract.

Petroleum Profit Tax

All companies that are engaged in the Petroleum operations such as petroleum exploration, development, production and sale of Crude Oil are taxed under the Petroleum Industry Act.

Pay As You Earn

Employers of labour are required to deduct tax from emoluments paid to their workers. The amount so deducted should be accounted for in the prescribed format and paid over to the relevant tax authority on a monthly basis.

There are penalties for non compliance.

Stamp Duties

Stamp duties are payable on documents that require stamping for them to be effective. The stamp duty rate varies with the nature of document but are generally below 1%.

Other Taxes and Rates

Companies and Individuals are required to pay other local taxes and rates like Tenement Rates, Parking levies and Liquor Licence to councils in their areas of operations.

Tax Incentives in Nigeria

Nigeria uses taxation as an active fiscal policy to influence the growth and direction of economic activities. Consequently, there exist several tax incentives to encourage investments into the preferred sectors of the economy. The most important ones are as follows:

Pioneer Status

An industry with a pioneer status is granted a five year tax holiday. This is increased to seven years if the Company is located in an economically disadvantaged area. Currently, there are 69 approved industries which have been declared as pioneer industries.

Solid Minerals Mining

A new company that invests in solid mineral mining is granted a tax holiday for three years

Hotelies and Tourism

25% of incomes derived by Hoteliers in convertible currencies will be exempted from tax, if it is placed in a reserve fund for building expansion within a period of five years.

Replacement of Industrial Plants

Plants and Machinery purchased to replace old ones are given a capital allowance of 95% in the first year of purchase, while the balance is retained in the books as Tax Written Down Value.

Investment Tax Relief

A company that locates in areas without necessary infrastructure such as Roads, Water and Electricity is given investment tax relief ranging from 5% to 100% depending on the facilities that are lacking.

Spare Parts Fabrication

A company that fabricates spares parts for local use or export is granted 25% investment tax credit on qualifying capital expenditure.

Investment in Power Sector

In view of the need to improve the performance of the power Sector, the Federal Government of Nigeria has offered investors in the Power Sector a tax holiday of five years.

Gas Utilisation

A company engaged in Gas Utilisation (Downstream) shall be granted various incentives like a tax holiday period of three years and accelerated capital allowances after the tax holiday period

Capital Alowances

In order to assist business organisations to recoup their investment on fixed assets, Capital Allowances are granted on Qualifying Capital Expenditures.

The applicable Rates in Nigeria are as follows:

Capital Expenditure Initial Allowance Annual Allowance
Building (Industrial and Non Industrial) 15% 10%
Mining 95% Nil
Plant for Agricultural Production 95% Nil
Plant for other uses 50% 25%
Furniture and Fittings 25% 20%
Motor Vehicles for Public Transportation 95% Nil
Motor Vehicle for other uses 50% 25%
Plantation Equipment 95% Nil
Housing Estate 50% 25%
Research and Development 95% Nil
Ranching and Plantation 30% 50%

Small Business

Companies that are engaged in Manufacturing, Agricultural Production, Solid Minerals Mining or wholly Export Business are chargeable to tax at a lower tax rate of 20% if their turnover is less than N1,000,000 (one million Naira).

Taxation of Export Free Trade Zone Enterprises

All new industrial undertakings in a Free Trade Zone or Export Processing Zone are exempted from taxes on their income, provided 100% of their production is for export otherwise tax shall accrue proportionately

Other Incentives

Generous incentives are also granted to companies that invest in Research and Development, as well as those that extend Credits to agricultural and export oriented activities.

Frequently Asked Questions

There are a number of issues which you must consider when you are looking to set up your business in Nigeria. This section takes you through some of the common questions we come across and gives you practical information about the issues you need to consider.

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What type of Business Structure should we use?

There are advantages and disadvantages to all of them, and there is no one correct answer, it’s all dependent on your specific business circumstances and needs. A brief overview of the main structures is below: 

Establishment (a branch of your overseas business) 

  • Foreign companies wishing to set up business in Nigeria are required to obtain local incorporation of the Nigerian branch or subsidiary 
  • The foreign investor may incorporate a Nigerian branch or subsidiary by giving power of attorney to a qualified solicitor in Nigeria for that purpose 
  • Exceptions from local incorporation could be obtained from the Secretary to the Federal Government of Nigeria for some specific reasons such as invitation to execute specific project by any tier of Government in Nigeria.
  • If the company is registered in Nigeria, the whole income will be liable to tax in Nigeria
  • If the company is not resident in Nigeria, the profit derived from Nigeria is taxable at the full tax rate of 30%
  • Every foreign company (whether incorporated in Nigeria or not) must file annual returns (using the prescribed forms) with the Corporate Affairs Commission
  • Foreign companies may set up representative offices in Nigeria for the purpose of promoting the business. However, such office can not engage in business or conclude contract

 Limited Company:

  • Provides limited liability to members of the company 
  • Gives a perception of a local business, with longevity 
  • Corporation tax to be paid on profits at the rate of 30% 
  • All companies are required to file annual returns with the Corporate Affairs Commission
  • All limited liability companies are required to audit their accounts every year.  

Partnership:

  • Two or more persons may choose to carry on business in the form of partnership
  • Profits are allocated to members who then pay Income Tax on these profits personally 
  • The tax residence of the Partners will be determined by their normal place of residence and not the place where the business is situated.
  • The liability of partners is not limited.
  • Every partnership is required to file annual returns with the Corporate Affairs Commission
  • There could be a limited partnership in which at least one of the Partners must have unlimited liability
  • The limited partner does not take active part in the business but only contributes a certain sum of money
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How much Corporation Tax will the business pay?

Current Corporation Tax rates in Nigeria are:

Tax rate (%) Taxable profit Naira
Small co rate 20% 0 – 1,000,000 (for first four years of companies engaged in Manufacturing, Agriculture, Mining of Solid Minerals or wholly export business)
Full rate 30% Over 1,000,000 turnover

(NB: rates have been stable for the last ten years and are expected to remain so)

In addition to the company’s income tax, all companies (except those in Petroleum exploration and production) are required to pay Education Tax of 2% per annum on their profit.

A company making loss may be required to pay minimum tax if it has been in existence for more than four years and it is not engaged in agricultural business. A company would also be exempted from education tax if it has at least 25% equity capital imported into the country.

The rate of minimum tax is 0.5% of turnover.

In Nigeria taxation is actively used as a fiscal policy to attract foreign investment and encourage investors to some specific (preferred) sectors of the economy. Some of the incentives are:

  • Small Manufacturing companies with Naira 1,000,000 turnover and below pay tax at a reduced rate of 20%
  • Dividend paid from small manufacturing companies are exempted from tax in the first 5 years of business
  • Dividend derived from manufacturing companies in the petrochemical and liquefied natural gas subsectors are tax exempt
  • The profits of any Nigerian Company in respect of goods exported from Nigeria of which the proceeds are repatriated to Nigeria or used for the purchase of raw materials or plant and spare parts are exempted from tax
  • The profits of companies whose products are used for the manufacture of products for export are exempted from tax
  • Operations of registered enterprises in the Oil and Gas Free Zone are exempted from all forms of tax.
  • There are also other tax incentives for specific industries like Solid Minerals, Hotel and Tourism and Agriculture
  • Pioneer industries are exempted from tax.

Professional advice is required to have full information about the available tax incentives in Nigeria.

 Nigeria currently does not practice group tax.

The Nigerian Tax Laws are being reviewed with the aim of simplifying the main ones and ensuring that they accord with global practices. The country is a federation and taxation is enforced by the three tiers of government namely Federal, State and Local Government. Every tier has a list of approved taxes for collection.

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What if we use Nigeria to set up our holding company?

The Nigeria’s competitive tax legislation means that it is a very attractive place to set up a holding company.

Dividends are subject to withholding tax at the rate of 10%. However such dividends are regarded as Franked Investment Income in the hands of the recipients as the tax is regarded as final tax in the hands of the recipients.

Dividends from profits earned in export processing zones are tax exempted.

Dividend from pioneer industries are not subjected to tax.

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What if we make cross-border transactions between group companies?

Nigeria follows internationally recognised Transfer Pricing (TP) rules where cross-border trading and financial transactions between affiliated entities have to be conducted on an arm’s length basis. The price and terms should be the same as if the transactions had been between completely independent parties.  

Typical transactions between affiliated entities that are covered by TP regulations are:

  • Sale and purchase of goods
  • Sale, purchase or lease of tangible assets
  • Provision of management services
  • Property rental charges
  • Transfer of intangible assets e.g. trademarks, patents
  • Sharing of knowledge, expertise, business contacts etc.
  • Provision of financial support e.g. inter-group loans and charging a “market” interest on loans

A business will need to prepare a Transfer Pricing Report proving the arm’s length basis of transactions. The report will include a functional and risk analysis, analysis of the adopted pricing model and benchmarking of the arm’s length basis. 

A connected person may request that the Revenue enters into an Advance Pricing Arrangement (APA) to establish an appropriate set of criteria for determining whether the person has complied with the arm’s length principle for certain future transactions.

A connected taxable person may be exempted from the requirements of transfer pricing where the controlled transactions are priced in accordance with the requirements of Nigerian Laws or if the prices of connected transactions have been approved by any other Government agency established under Nigerian Law.

However even if an entity is exempt from the Nigerian transfer pricing regime it may fall under the scrutiny of the other international tax jurisdictions where it transacts. There may also be other tax regulations which ensure transactions are undertaken at a commercial value.

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What Employment Taxes and Social Security will need to be paid?

If an individual is resident in Nigeria then they are subject to Nigeria’s tax laws.

Whether the activity is wholly or partially performed in Nigeria, such an individual is required to show evidence that the income is subject to tax in another country which Nigeria has a double taxation treaty with. An individual is regarded to be resident in Nigeria (and as such subject to Nigeria income tax)if he spends 183 days in a year in the country. The 183 days includes period of leave or temporary absence 

Current Personal Income Tax rates in Nigeria are:

Band of income (Naira) Tax rate (%)
0 – 300,000 7%
300,001 – 600,000 11%
600,001- 1,100,000 15%
1,100,001- 1600,000 19%
1,600,001- 3,200,000 21%
Above 3,200,000 24%

Also kindly note that the tax brackets are applied after deducting personal allowance of 200,000 Naira and 20% of the gross emolument

Employers and employees also have to pay Nigeria social security, which is called Pension Contribution:

The employer and employee are required to make 10% and 8% respectively of the gross emolument as pension cost.

It is the employers’ legal responsibility to pay over employee’s tax and social security deductions to the Nigerian tax authorities and pension fund administrators

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What is Value Added Tax (VAT) and should the business be registered?

VAT is a “goods and services tax” on supplies made, the standard rate of which is 7.5%. All businesses must be registered for VAT. 

There are three types of supply

  • Taxable – must charge VAT on supplies, can reclaim input VAT
  • Exempt – cannot charge VAT nor reclaim input VAT
  • Outside the scope – VAT on exports

The supply of most types of goods and services in Nigeria would be classed as Taxable supplies. However when these supplies are made to companies which are outside Nigeria, they are regarded as export and are Zero rated for VAT.

In Nigeria, all goods and services are subject to VAT except those that are specifically exempted by the VAT law. Items exempted include Basic food items, Books and educational materials and baby products. For a full list of exempted products and services you are kindly requested to seek professional advice.

In addition to VAT, some states charge sales tax on certain consumptions like hotels and entertainment services. The rates and items involved vary from state to state.

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Can we provide Share option plans to our staff?

Many companies see Share Option plans as being an important way of attracting, motivating and retaining key staff.

However this is a very technically complex area and careful planning needs to be undertaken as soon as share option plans are being considered for implementation in Nigeria.

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How else can we compensate our employees?

Nigeria has a very comprehensive range of compensation and benefit options available for companies to offer their employees.

Pensions, private medical insurance, life and disability cover are now commonplace benefits provided by many Nigeria businesses to their workforce.

Flexible benefit packages are also gaining in popularity, giving employees options on how they wish to spend their benefits allowance; which can range from purchasing additional holiday entitlement to obtaining full family medical cover.

Contact Persons

Andrew Uviase
Andrew Uviase
Managing Partner
Tel.: +234 803 3073494
Victoria Okpako
Victoria Okpako
Partner
Tel.: +234 803 3073494
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