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Companies and Allied Matters Act 2020 · Part B · Chapter 3

Section 78 Foreign companies intending to carry on business in Nigeria

(1)
Subject to sections 80-83 of this Act, every foreign company which before or after the commencement of this Act was incorporated outside Nigeria, and having the intention of carrying on business in Nigeria, shall take all steps necessary to obtain incorporation as a separate entity in Nigeria for that purpose, but until so incorporated, the foreign company shall not carry on business in Nigeria or exercise any of the powers of a registered company and shall not have a place of business or an address for service of documents or processes in Nigeria for any purpose other than the receipt of notices and other documents, as matters preliminary to incorporation under this Act.
(2)
Any act of the company in contravention of subsection (1) is void.
(3)
Nothing in this section affects the status of any foreign company—
(a)
which before the commencement of this Act was granted exemption from compliance under the provisions of any preceding Companies Acts that had been applicable in Nigeria before the commencement of this Act ; and
(b)
exempted under any treaty to which Nigeria is a party.
Cite as: Companies and Allied Matters Act 2020, section 78

What this section means

From the guide: Foreign companies carrying on business in Nigeria under CAMA 2020

  • Until it is, it must not carry on business, and acts done in breach are void (section 78).
  • Under section 78(1), every foreign company that has, before or after the Act began, been incorporated outside Nigeria and intends to carry on business in Nigeria must take all steps needed to obtain incorporation here as a separate entity.
  • Any act in contravention is void (section 78(2)).
  • Companies already exempted under earlier Companies Acts or under a treaty to which Nigeria is a party keep their status (section 78(3)).

Read the whole subject

Source: Companies and Allied Matters Act 2020 (Act No. 3 of 2020), Official Gazette No. 124, Lagos, 10 August 2020. General information, not legal advice.