Nov 23, 2016

Compliance Under The Corporate Immigration Regime in Nigeria

Under the Nigerian corporate immigration regime, foreign nationals may undertake any type of business and own 100 percent equity and undertake any type of business in Nigeria except those in the negative list, that is, production of arms, narcotics and related substances which are prohibited to Nigerians and Foreign Investors alike.[1]

Only exempted foreign companies may carry on business in Nigeria without incorporating a local entity. The application for exemption is made to the office of the Secretary to the Federal Government.[2]

Relevant Permits -
Foreign businesses hoping to carry out business in Nigeria must incorporate a local entity in Nigeria with a minimum share capital of ten million naira (N10,000,000.00). The company is required to have at least 2 shareholders (they may be corporations or individuals) and 2 directors. 

Once the company has been incorporated and obtained the Certificate of Incorporation, issued by the Corporate Affairs Commission (“CAC”), the company can then apply to the Federal Ministry of Interior (“the Ministry”) for a business permit, which licenses the entity to carry on business in Nigeria.
Once the Ministry has granted the business permit, the entity is then required to apply to the Ministry for an expatriate quota. The expatriate quota enables the company to employ foreign nationals to positions that have been approved by the ministry which are listed out on the expatriate quota itself. It is noteworthy that the expatriate quota which is usually granted for a period of 2 – 3 years (subject to the discretion of the ministry), clearly states that for every expatriate position occupied by a foreign national there must be at least 2 Nigerian nationals understudying the foreign national. It is always advisable to commence renewal of the expatriate quota at least 4 months before the expiry date.

Relevant Visas
·        Prospective foreign nationals who have been employed on long term basis by companies duly incorporated in Nigeria, usually arrive the company on a Subject to Regularization (“STR Visa”) (the application for the visa is usually made by the company in Nigeria to the Nigerian Mission abroad).

Once in Nigeria the foreign national is expected to regularize the visa within 90 days by making an application to the Nigerian Immigration Service (“NIS”), this process is called Regularization of Stay (“ROS”). At the end of the of the regularization period the NIS issues the Combined Expatriate Resident Permit and Aliens Card (CERPAC) to the foreign national.

·        Temporary Work Permits (“TWP”): companies desirous of bringing foreign individuals into Nigeria on short term basis can do so by applying for a TWP visa. This is visa usually granted to companies desirous of bringing foreign nationals into Nigeria for the purpose after sales installation of machinery, maintenance services etc. The application is first made by applying to the NIS, who issues a cablegram before the Nigerian Mission abroad issues the visa.

·       Business Visa: This class of visa is granted to foreign nationals entering Nigeria for the purpose attending meetings and conferences. Visitors on this visa are expressly prohibited from taking up any form of employment in Nigeria.

·     Under the E-pass regime, visitors in Nigeria who are likely to overstay the duration of their visa can apply for an extension in-country.

Local Content Laws
In certain sectors of the Nigerian economy there are local content laws which all companies must adhere to. The provisions of these laws range from giving priority to Nigerian firms to encouraging locally made wares. These laws apply mostly to the Oil and Gas as wells as the power sector.

Monthly Expatriate Quota Returns
Every company carrying on business in Nigeria with foreign nationals in its employment is required to file to the NIS a monthly returns of expatriate quota positions occupied and provide such details in these returns as may be requested by the NIS. It is noteworthy to state that the quota returns is often used by the Internal Revenue bodies as a means of reconciling the number of expatriate employees employed by a company over a period of time for tax computation purposes.

Busayo Adedeji

Busayo advises clients on corporate immigration issues, advising clients on employment and labour law issues, ensuring that clients are in line with regulatory compliance rules, civil litigation etc
Twitter: @thestreetloya

[1] Sections 17 and 31 of the Nigerian Investment and Promotion Commission Act.
[2] Section 56 Companies and Allied Matters Act.