Private Company Limited by Shares (Ltd)
Company formation in Nigeria
The Ltd is best suited for: Small and medium businesses entering the Nigerian market, Tech startups and digital businesses, Foreign entrepreneurs establishing a Nigerian presence, Service companies, consultancies, and trading firms. Nigeria applies tiered corporate income tax: 30% for large companies (turnover > NGN 100 million), 20% for medium companies (NGN 25โ100 million turnover), and 0% for small companies (turnover < NGN 25 million). An additional tertiary education tax of 2.5% of assessable profits applies. VAT is 7.5% on most goods and services. Withholding tax of 10% on dividends, interest, royalties, and management fees paid to non-residents. Companies in pioneer industries may qualify for a 3โ5 year tax holiday. Free zone entities in approved zones pay 0% corporate tax on export-oriented activities.
- Small and medium businesses entering the Nigerian market
- Tech startups and digital businesses
- Foreign entrepreneurs establishing a Nigerian presence
- Service companies, consultancies, and trading firms
Key Facts
Step-by-Step Formation Process
Reserve a company name with the CAC
Submit a name reservation request through the Corporate Affairs Commission (CAC) online portal. Two alternative names should be provided. The name must be unique, not misleading, and comply with the Companies and Allied Matters Act (CAMA) 2020.
Prepare incorporation documents
Draft the Memorandum and Articles of Association, statement of share capital, and particulars of directors and shareholders. Under CAMA 2020, a single-shareholder company is permitted. All documents are prepared and submitted digitally through the CAC portal.
File incorporation with the CAC and pay stamp duty
Submit the complete application package through the CAC portal, including all incorporation documents, passport/ID copies, and proof of registered office. Pay the CAC filing fee and stamp duty on share capital.
Obtain the Certificate of Incorporation
Once the CAC approves the application, the Certificate of Incorporation and Certified True Copy (CTC) of the MEMART are issued digitally. Register with the Federal Inland Revenue Service (FIRS) for tax and obtain a Tax Identification Number (TIN).
Register for tax, VAT, and sector-specific requirements
Register with FIRS for corporate income tax and VAT. If hiring employees, register with the National Pension Commission (PenCom) and National Health Insurance Authority (NHIA). Companies with foreign participation must register with the Nigerian Investment Promotion Commission (NIPC).
Required Documents
- Valid government-issued ID or passport copies of all shareholders and directors
- Proof of residential address for each shareholder and director
- Memorandum and Articles of Association (MEMART)
- Statement of nominal share capital
- Particulars of first directors and secretary
- Notice of registered office address
- Consent to act as director (Form CAC 7)
- Statutory declaration of compliance
Cost Overview
Tax Treatment
Nigeria applies tiered corporate income tax: 30% for large companies (turnover > NGN 100 million), 20% for medium companies (NGN 25โ100 million turnover), and 0% for small companies (turnover < NGN 25 million). An additional tertiary education tax of 2.5% of assessable profits applies. VAT is 7.5% on most goods and services. Withholding tax of 10% on dividends, interest, royalties, and management fees paid to non-residents. Companies in pioneer industries may qualify for a 3โ5 year tax holiday. Free zone entities in approved zones pay 0% corporate tax on export-oriented activities.
Pros & Cons
- Africa's largest economy โ GDP of $450+ billion and 220 million consumers
- English-speaking โ reduces operational friction for international businesses
- Booming tech ecosystem โ Lagos is Africa's leading startup city
- Single-shareholder company now permitted under CAMA 2020
- CAC digitisation has significantly improved incorporation speed
- ECOWAS membership provides tariff-free access to West African markets
- Young population with median age of 18 โ massive growth potential
- 30% corporate tax rate is high โ though small companies (< NGN 25M turnover) pay 0%
- Infrastructure challenges โ power, transport, and logistics gaps add operational cost
- Currency volatility โ the naira has experienced sharp depreciations
- Regulatory complexity varies significantly across federal and state levels
- Banking for foreign-owned companies can be complex with CBN foreign exchange requirements
- Corruption and security remain concerns in some regions
Other Structures in Nigeria
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Get StartedThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.