Many UK founders assume Companies House-style speed applies. It doesn't. The Corporate Affairs Commission (CAC) and Nigerian Investment Promotion Commission (NIPC) run different timelines, different currency rules, and different share capital thresholds entirely.
This guide covers what a Nigerian PLC actually is, the step-by-step CAC/NIPC process from the UK, required documents, realistic costs, and the mistakes that trip up first-time founders.
Key Takeaways
- Register via the CAC under CAMA 2020: at least 2 shareholders, 2 directors, and a qualified company secretary
- PLC minimum issued share capital is ₦2 million; confirm foreign-participation rules before filing
- UK founders must use a CAC-accredited agent; foreign individuals cannot self-file
- UK capital inflows need a Certificate of Capital Importation (CCI) to protect repatriation
- An Employer of Record can cover Nigerian hiring before full PLC incorporation
What Is a Public Limited Company (PLC) in Nigeria and Why UK Companies Choose It
Under CAMA 2020, a PLC is a company permitted to offer shares to the public and list on the Nigerian Exchange. It requires at least two shareholders, at least two directors, and a mandatory company secretary. Public companies typically maintain three directors, and independent director rules apply.
A private company limited by shares (Ltd) can skip most of this, but it cannot raise capital publicly.
What Is the Difference Between a Ltd and a PLC in Nigeria?
The distinction matters more than most UK founders expect:
- Share transfer: A Ltd restricts share transfers; a PLC allows free trading, including public listing
- Governance: A PLC mandates a company secretary and a larger board; a small Ltd can run with one director in some cases
- Capital: PLCs carry a higher statutory floor and stricter disclosure obligations
- Purpose: UK businesses usually need a PLC only for public fundraising, large-scale operations, or sectors with higher statutory capital floors If you're testing the market with a small trading operation, a PLC is usually overkill.
Why UK Businesses Are Expanding into Nigeria
Beyond trade volume, diaspora ties and a rapidly growing consumer base keep pulling UK companies toward Nigeria. There is a compliance trap, though. A liaison office or informal presence does not satisfy CAMA’s rule that a foreign company trading in Nigeria must incorporate a local entity. Exemption is possible, but it needs ministerial approval and CAC notification within 30 days. It is not a general licence to skip registration.
Step-by-Step Process to Register a Nigerian PLC from the UK
Step 1: Reserve a company name. Run an availability search on the CAC portal and reserve two preferred names in order of preference. This typically clears within a few working hours.
Step 2: Prepare incorporation documents. You'll need:
- Memorandum and Articles of Association
- Particulars of at least 2 directors and 2 shareholders with shareholding percentages
- Details of a qualified company secretary
Step 3: Confirm your share capital figure. The statutory floor for a PLC's issued share capital is ₦2 million.
Foreign-owned entities have periodically faced additional administrative thresholds. A proposed ₦100 million foreign-participation requirement was introduced in late 2023 but was later withdrawn. Confirm the live position with a local agent before budgeting, since this has changed more than once.
Step 4: File online via the CAC portal. Submit through CAC 1.1, pay filing and stamp duty fees, and provide identification documents (passports) for all UK-based directors and shareholders.
Step 5: Register with NIPC. This is mandatory for any company with foreign shareholding. NIPC's current service target is 48 working hours for a complete application, though some professional guides cite up to 14 days depending on completeness checks. The fee is a non-refundable ₦150,000.
Step 6: Complete tax registration and banking. Finish these post-incorporation items:
- Register for a Tax Identification Number (TIN) and VAT (7.5%)
- Open a Nigerian corporate bank account
- Route UK capital through an authorised dealer bank to obtain a Certificate of Capital Importation (CCI)
The CCI protects your ability to repatriate dividends and capital later.
Documents, Costs, and Compliance Factors for UK Founders
What You'll Need to Provide
UK shareholders and directors should prepare:
- Passport copies for all directors and shareholders
- Proof of UK residential address
- Board resolution authorising the Nigerian incorporation
- Parent company incorporation certificate (if the shareholder is a UK company)
- Legalised or apostilled copies of the above for use in Nigeria
Budgeting for Costs
Costs to plan for include:
- CAC filing fees and statutory stamp duty (check the live CAC fee schedule at filing time, as rates change)
- NIPC registration fee (₦150,000, non-refundable)
- Minimum issued share capital (₦2 million statutory floor, subject to sector and foreign-ownership adjustments)
- Legal, agent, and professional fees, which vary by scope
Repatriation and Tax Treaty Reality
The UK and Nigeria have had a Double Taxation Agreement in force since 1987. Under the treaty, dividend withholding tax is capped at 12.5% where the UK parent controls at least 10% of voting power, or 15% otherwise, with credit available in the UK for qualifying Nigerian tax.
This reduces double taxation but doesn't eliminate it. Your Certificate of Capital Importation (CCI) remains the key evidence for any capital or profit repatriation, treaty or not.
Realistic Timeline
| Workstream | Typical benchmark |
|---|---|
| Name reservation | Same day to 4 working hours |
| CAC incorporation | 1-2 days once documents are complete |
| NIPC registration | 48 working hours (target), up to 14 days in practice |
| Business Permit | 1-4 weeks |
| Corporate bank account (KYC) | Often several weeks |
The bottleneck is rarely CAC. It's the business permit and bank KYC process, so build in contingency time for those two steps specifically.
Common Mistakes and When a Full PLC Isn't Necessary
UK founders repeatedly make the same errors:
- Underbudgeting share capital — assuming the ₦2 million statutory floor is the full picture without checking sector or foreign-ownership rules
- Skipping document legalisation — Nigerian authorities won't accept unlegalised UK documents
- Expecting Companies House speed — CAC and NIPC move faster than most bureaucracies, but banking and permits don't
- Confusing Ltd and PLC routes — filing PLC-level governance documents for what should be a simple private company
Most UK founders testing the Nigerian market don't need a PLC on day one. Until you've validated the market and genuinely need public capital, these options are usually enough:
- A private company limited by shares
- An Employer of Record arrangement for hiring staff without incorporating at all
VJM Global helps UK companies choose the right path: forming a private Nigerian entity, incorporating a full PLC through the CAC under CAMA 2020, or hiring in Nigeria via EOR before committing to any entity.
Frequently Asked Questions
How much does it cost to open a limited company in Nigeria?
Budget for CAC filing, stamp duty, and minimum issued share capital from ₦2 million for a small entity. Foreign-owned companies usually pay more once legal and agent fees are included—confirm current thresholds before you file.
What is the difference between a Ltd and a PLC in Nigeria?
A Ltd restricts share transfers and cannot offer shares to the public. A PLC can raise public capital but needs a company secretary, at least two directors, and higher share capital. Most UK founders need a PLC only for public fundraising or large-scale operations.
Can a UK company own 100% of a Nigerian PLC?
Yes, most sectors permit full foreign ownership, subject to NIPC registration. A small number of regulated sectors (such as oil and gas or broadcasting) carry ownership restrictions or additional approvals.
How long does it take to register a PLC in Nigeria from the UK?
CAC incorporation and NIPC registration can each move within days once documents are complete. The real time cost sits with the Business Permit and bank account opening, which can take several weeks.
Do I need to travel to Nigeria to register a company from the UK?
No. Incorporation can be handled remotely through a CAC-accredited agent, since foreign individuals cannot self-file. Banking steps and certain permit processes tend to move faster with local, in-person follow-up.
Is there a double taxation agreement between the UK and Nigeria?
Yes. The UK–Nigeria Double Taxation Agreement has applied since 1987. It caps dividend withholding tax and allows UK tax credits on qualifying Nigerian tax, but it does not wipe out Nigerian tax on repatriated profits.
