Generally, a foreign company is required to register in Nigeria before it can do business in the country and any act done without registration is deemed an offence punishable under the law, in addition to being deemed a nullity.
Certain Companies are however exempted from the requirement for registration. The companies include the following:
(a) foreign companies (other than those specified in paragraph (d) of this subsection) invited to Nigeria by or with the approval of the Federal Government to execute any specified individual project;
(b) foreign companies which are in Nigeria for the execution of specific individual loan projects on behalf of a donor country or international organisation;
(c) foreign government‐owned companies engaged solely in export promotion activities; and
(d) engineering consultants and technical experts engaged on any individual specialist project under contract with any of the governments in the Federation or any of their agencies or with any other body or person, where such contract has been approved by the Federal Government.
However, for the foreign company to be granted exemption, the company has to make an application to the relevant officer of the Federal Government.
An application for exemption shall be in writing addressed to the Secretary to the Government of the Federation and shall set out‐
(a) the name and place of business of the foreign company outside Nigeria;
(b) the name and place of business or the proposed name and place of business of the foreign company in Nigeria;
(c) the name and address of each director, partner or other principal officer of the foreign company;
(d) a certified copy of the charter, statutes, or memorandum and articles of association of the company, or other instrument constituting or defining the constitution of the company and if the instrument is not written in the English language, a certified translation thereof;
(e) the names and addresses of some one or more persons resident in Nigeria authorised to accept on behalf of the foreign company services of process and any notices required to be served on the company;
(f) the business or proposed business in Nigeria of the foreign company and the duration of such business;
(g) particulars of any project previously carried out by the company as an exempted foreign company; and
(h) such other particulars as may be required by the Secretary to the Federal Government.
Where the president considers it expedient to grant the application, he may grant such a foreign company on such terms and conditions as he may deem fit and such an application is subject to revocation.
It is important to note that all exempted companies are required to file
an yearly report to the Corporate Affairs Commission in the form prescribed by
the Commission.
