Nigeria's compliance landscape has changed quickly. The Corporate Affairs Commission (CAC) enforces annual returns and beneficial ownership disclosure more actively, and a new tax framework has changed the tax administration. For a foreign-owned company, the practical task is to track three layers: corporate filings under the Companies and Allied Matters Act 2020 (CAMA), tax filings, and investment and immigration compliance.

This guide covers the recurring requirements of a Nigerian private company limited by shares, including a subsidiary of a foreign parent.

Updated November 9, 2026. Information comes from PwC Nigeria, law firm articles and professional guides. Nigeria's tax laws were reformed in 2025, and the tax authority has been renamed the Nigeria Revenue Service (NRS), so older guides that refer to FIRS and earlier deadlines may be out of date. Confirm each date with the CAC, NRS or an adviser.

Entity compliance Nigeria: the quick answer

• Companies file annual returns with the CAC, with the first due within 18 months of incorporation.

• Persons with significant control (PSC) must be disclosed to the CAC.

• Companies file annual tax returns and, under the new framework, pay estimated tax during the year.

• VAT, withholding tax, payroll and pension filings run monthly.

What determines a Nigerian company's compliance requirements?

The private company limited by shares is the usual vehicle. CAMA 2020 and the Companies Regulations govern its governance, and a company with foreign shareholders faces additional capital and registration rules. A professional article distinguishes a foreign-owned company, where foreign persons own entirely or substantially, from one with foreign participation. Industry regulators such as those for banking, insurance, oil and gas or telecoms add licence-specific reporting.

Size and activity matter. Small companies may qualify for reduced audit and reporting requirements, and some sectors have local content or capital requirements.

Annual entity requirements in Nigeria: the core checklist

1. Prepare financial statements

Directors must prepare annual financial statements under IFRS or the applicable standard, with audit unless the company qualifies as a small company. PwC notes that, except for a single-shareholder company, all companies file annual returns alongside audited financial data, so check whether your company falls within an exemption.

2. Complete the audit and approve the accounts

Appoint an auditor, complete the audit and have the board approve the accounts. Members approve at the annual general meeting or by an allowed resolution. Keep signed minutes and the auditor's report.

3. File the annual return with the CAC

Newly registered companies must file their first annual return within 18 months of incorporation. A professional article states that subsequent returns are due within 42 days after the annual general meeting. A Citco Mercator alert says the CAC has changed filing deadlines for financial statements and annual returns without published registry documentation. Because of that conflict, confirm the current deadline on the CAC portal. Filing is done online through the CAC post-incorporation system, using the annual return form for companies.

4. Maintain and file PSC information

A person holding at least 5% of shares or voting rights, or otherwise controlling the company, must notify the company within seven days, and the company must notify the CAC within one month. The company keeps a register of persons with significant control. The CAC has said that post-incorporation applications may be queried where PSC and annual return filings are not up to date.

5. File the tax return

Every company must file an annual tax return, whether profitable or not. The return includes financial statements, tax computations and a signed declaration by a principal officer. A Nigerian company's return goes to the NRS. For a non-resident company with Nigerian profits, a guide notes that audited statements for the Nigerian operations signed by a Nigerian certified accountant may be needed unless withholding tax settles the full liability. Confirm the due date under the current administration rules.

Tax and indirect tax obligations

• Companies income tax: the rate and structure were revised by the Nigeria Tax Act 2025. Confirm the rate that applies to your turnover and the new levies in force.

• Estimated tax payments: one guide says that from 2026 companies pay estimated tax monthly rather than once a year, with a final reconciliation on filing. Treat this as secondary-source information and verify.

• VAT: the rate is 7.5%, and registered businesses file monthly.

• Withholding tax: deducted on specified payments, including some payments to non-residents, and remitted monthly.

• PAYE: employers deduct and remit state personal income tax for employees, and state rules vary.

• Other payroll contributions: pension, the National Housing Fund and the Industrial Training Fund, depending on size and sector.

Foreign-owned subsidiaries

• Registration with the Nigerian Investment Promotion Commission (NIPC) is commonly expected for foreign-owned companies.

• Foreign capital should be imported through an authorised dealer bank and documented, because that evidence supports later dividend remittance. Confirm current central bank procedures.

• A minimum share capital requirement applies to companies with foreign participation under the Companies Regulations. Check the current figure.

• Expatriate employment needs the right business permit and immigration approvals, and the company must show why the role is not locally available.

• Intercompany loans, fees and royalties require transfer pricing support and withholding tax analysis.

First-year and event-triggered obligations

In the first year, obtain the certificate of incorporation, register for tax with the NRS, and register for VAT, PAYE, pension and other payroll schemes. Open a bank account and register with NIPC where applicable. Calendar the first annual return, which must be filed within 18 months, and the first tax return.

Event-driven filings include:

• Change of directors, secretary or registered address.

• Allotment or transfer of shares and increases in share capital.

• Changes in persons with significant control.

• Change of name, objects or financial year.

• Winding up or striking off.

Employment and local requirements

Employers must keep employment contracts and payroll records, deduct statutory contributions and follow labour law. In Lagos, for example, one guide says employers begin deducting tax from employee salaries six months after commencing operations, but state rules differ, so confirm locally. Maintain a register of directors' residential addresses and other CAMA registers, which a law firm article lists among the books a foreign-owned company must keep.

Record-keeping and governance in Nigeria

Keep the certificate, constitution, registers, minutes, accounting records, tax returns, CAC filings, NIPC certificate and payroll records. Appoint a named owner for the CAC and NRS portals. Because the CAC has begun to penalise late annual returns and query incomplete PSC data, resolve backlogs before applying for any post-incorporation service. Review the calendar quarterly, particularly while the new tax rules bed in.

Build a compliance calendar for Nigeria

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• Month 1 after year-end: close the books and brief the auditor.

• Months 2 to 4: complete the audit and approve the accounts.

• After the AGM: file the annual return with the CAC, after confirming the current deadline.

• Within one month of any PSC change: update the register and notify the CAC.

• Monthly: pay estimated tax if applicable, file VAT, withholding tax and payroll remittances.

• On filing the annual tax return: reconcile estimated payments and file with the NRS.

Common mistakes

• Relying on pre-2025 tax guides that refer to FIRS and old due dates.

• Forgetting the first annual return within 18 months of incorporation.

• Leaving the PSC register or CAC notification out of date.

• Treating a dormant or loss-making company as exempt from tax filing.

• Importing capital outside an authorised dealer bank.

• Not obtaining the correct business permit for expatriates.

Entity compliance Nigeria: frequently asked questions

When is the first annual return due in Nigeria?

Within 18 months after incorporation. Later returns follow each year, and an article cites 42 days after the AGM. Confirm the current CAC deadline.

Who is a person with significant control?

Someone holding at least 5% of shares or voting rights, with the right to appoint or remove most directors, or otherwise exercising significant influence or control.

Does a company that made a loss need to file a tax return?

Yes. A professional guide states every company must file an annual return, whether profitable or not.

What is the VAT rate in Nigeria?

The VAT rate is 7.5%, and registered businesses file monthly. Confirm current rules after the 2025 reforms.

Do foreign-owned companies need a minimum share capital?

Companies with foreign participation are subject to a minimum capital requirement. Confirm the current amount with the CAC or a lawyer.

Who administers tax now?

The Nigeria Revenue Service, the new name for the Federal Inland Revenue Service, under the 2025 tax laws.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.