Posts

The Truth About the ₦100 Million Capital Requirement for Foreign Companies in Nigeria

Image
Ask around Nigerian business circles and you'll hear the ₦100 million rule quoted like settled law: every foreign-owned company must have ₦100 million in capital, full stop. The reality offers a different view, and understanding where this number actually comes from changes how you should treat it. Myth 1: "It is a CAMA Law" It is not. The Companies and Allied Matters Act (CAMA) 2020, the law CAC administers, sets minimum issued share capital at ₦100,000 for private companies generally. This is nothing close to ₦100 million, and no special CAMA provision singles out foreign-owned companies at that figure. The ₦100 million actually comes from the Federal Ministry of Interior's Revised Handbook on Expatriate Quota Administration (2022), which set ₦100 million in paid-up capital as a condition for granting a Business Permit to a foreign-owned or joint-venture company. It is an immigration-linked requirement, not a company-law one. Myth 2: "CAC Enforces this Uniform...

Nominee Shareholders: The Ghost of CAMA 1990

Image
If your company was registered before August 2020, there's a decent chance it has a shareholder who has never contributed a Naira, never attended a meeting, and never really cared about the business. A cousin. A spouse. An employee. Someone who agreed, as a favor, to hold one share so the paperwork would go through. This was not a loophole. It was the law working as designed. Now that the law has changed, thousands of Nigerian companies are quietly sitting on a structure nobody actually wants anymore. Why the Nominee Shareholder Existed  Under the old Companies and Allied Matters Act (CAMA 1990), every private company needed a minimum of two shareholders to incorporate. It didn't matter if one person was funding, running, and fully owning the business in every practical sense:  the law simply required a second name on the register. Company founders found a way around this. They would allot one share - sometimes a fraction of a percent of the company, to a trusted friend or re...

The MEMART Clause Company Founders Never Read

Image
Most entrepreneurs treat their Memorandum and Articles of Association (MEMART) the way they treat a phone's terms of service. For them, it's something to scroll past and sign. It is filed with CAC, a certificate comes back, and nobody looks at it again until something goes wrong: a shareholder wants out, or the company tries to enter a new line of business and hits a wall nobody expected. The fact is that the wall was there from day one, sitting quietly inside the MEMART. The Objects Clause: From Strict Requirements to Some Default Freedom   Under the old Companies and Allied Matters Act (CAMA 1990), a company's Memorandum had to list its objects, which was essentially the specific businesses it was allowed to carry on. Step outside that list, and the company was acting ‘ultra vires,’ beyond its legal powers. As a result, older MEMARTs were often stuffed with long, sweeping lists of possible business activities. Lawyers padded the objects clause defensively, trying to cover...

The Fintech Wars: How Do Nigeria's Top Apps Stack Up?

Image
Fintech has changed how Nigerians handle money. Sending cash, paying bills, buying airtime, saving, using PoS machines, and running their businesses . These apps have replaced a lot of what used to mean a trip to a conventional bank. However, not all fintechs are the same under the law.  The Central Bank of Nigeria (CBN) issues different types of licences for banks, microfinance banks, payment service providers, and mobile money operators. As a result, the licence a company holds decides what it is actually allowed to do. Here are five popular payment and transaction platforms and where they stand. OPay OPay Digital Services is often regarded as the biggest name in the Nigerian fintech space. It handles transfers, bill payments, airtime, and more. By 2026 reports, it had passed 50 million users.  In January 2026, the CBN upgraded OPay's licence to national status, letting it operate across the whole country as long as it keeps meeting compliance and regulatory requirements. Pa...

Opay Digital Services Debunks False Claims About Its Extended Break From Operations

Image
One of the leading fintech companies in Nigeria, OPay (Opay Digital Services), has dismissed a fast-spreading and malicious social media publication about its cessation of business in Nigeria. According to the false claims, OPay would embark on a prolonged break from September 1, 2026, urging its customers to withdraw or move their funds. Misleading Information  As of the time of writing this article, the fabricated publication has gained traction across social media platforms, purportedly warning OPay customers that fintech would shut down its operations for an extended period. Using its official X and other social media platforms, OPay, described the claim as false, assuring customers that the company remains fully operational. In the statement titled ‘This is FALSE,’ the fintech said: “OPay is not going on break by September. We’re here, and we’re going nowhere!” The company further urged its customers and members of the public to scrutinise the viral publication for inconsisten...

Is There a Difference Between Cessation of Business and Delisting a Business?

Image
When managing an enterprise in Nigeria, understanding corporate compliance is an essential requirement. Many entrepreneurs assume that when their business stops operating it automatically puts an end to their legal obligations with the Corporate Affairs Commission (CAC).  Without knowing what to do, things can get confusing and with compliance, you must get up-to-date on all sides, whether the business is delisted or ceases to exist .  This post examines what they mean and the situations where they apply.  What Is the Cessation of Business? A cessation of business is an intentional or voluntary legal process initiated by the business owners, partners, or proprietors. The entrepreneur decides to close down their operations permanently, which could be because of various reasons, such as retirement, restructuring, or market shifts. Whatever the case, they must formally notify the regulator. To complete a cessation of business with CAC, the owners must submit a formal Notice ...

Cessation of Business in Nigeria: CAC Rules, CAMA 2020, Step-by-Step Procedures, and Everything Else

Image
Do you have a company or business you no longer operate and just lying dormant? Leaving it that way can present many challenges.  Closing a business in Nigeria is not as simple as shutting your shop or taking your website offline. Under Nigerian law, a registered business name or company continues to exist and continues to attract compliance obligations. This goes on until it is formally deregistered with the Corporate Affairs Commission (CAC). Understanding cessation of business under CAC rules is essential for any entrepreneur, director, or business owner looking to exit cleanly, avoid penalties, and protect themselves from future liability. This guide explains what cessation of business means under Nigerian company law, the legal framework, and practical procedures to close a business or company the right way.  What Is Cessation of Business Under Nigerian Law? Cessation of business refers to the point at which a registered entity, which could be a business name, a limited ...