In 2026, foreign investment into Nigeria through a wholly foreign-owned subsidiary, a joint venture with a Nigerian partner, or an equity investment into an existing Nigerian business is going to be more complex to structure and comply with. Updated regulatory frameworks for foreign business presence in Nigeria are now in place, and some international investors and their Nigerian partners may be operating on assumptions from last year that are not compliant. This regulatory update identifies five compliance areas that need to be addressed by 2026.
- NIPC Registration
For companies with foreign investments, registration with the Nigerian Investment Promotion Commission (NIPC) is required before starting business in Nigeria. Failure to register is a criminal offence under the Nigerian Investment Promotion Commission Act.
For foreign-owned companies the minimum share capital thresholds are being revised in 2026. For a company with foreign participation, the minimum share capital is N100,000,000.00. This means that the share capital is not due to be paid up on incorporation – the company does not have to put the full amount in any account on that day. But all shares must be issued and allocated at the time of incorporation. For certain industries including financial services, oil and gas and defence-related companies the minimum capital thresholds are higher under sector-specific regulations. For companies registered before the threshold changes but whose paid-up share capital is now below the current minimum, advice must be sought on whether a capital increase is needed and how to go about it.
- The Pioneer Status Incentive (PSI)
The Pioneer Status Incentive (PSI)scheme of the Nigerian Investment Promotion Commission has been discontinued. NIPC said it is no longer accepting PSI applications after November 10, 2025. So now they are in the Economic Development Tax Incentive Scheme – EDTI – which launched on January 1, 2026.
- Compliance with the Companies and Allied Matters Act
Compliant with the Companies and Allied Matters Act, companies with foreign participation are liable for the same annual compliance obligations under the Companies and Allied Matters Act 2020 as Nigerian-owned companies, but in practice, foreign investors delegate these obligations without due process, and the compliance gap is most obvious at the worst time.
These are the three CAMA compliance areas where foreign-invested companies are most frequently in arrears: Annual returns must be filed within 42 days of the Annual General Meeting (which is itself required within six months of the financial year end). A company can be struck off the register for failure to file annual returns repeatedly.
All material decisions must be recorded in the Beneficial Ownership Register, which must include foreign investors who hold shares through intermediary holding companies, and Board resolutions must be in accordance with the company’s articles of association.
