In our October 2022 News Flash, we examined the provisions of the Revised Handbook on Expatriate Quota Administration 2022, released by the Ministry of Interior (MoI). This Handbook stipulates a requirement for companies with foreign shareholders in Nigeria to maintain a minimum paid-up capital of N100,000,000 (One Hundred Million Naira). The Corporate Affairs Commission (CAC) issued a public notice on 5 December 2023, announcing the commencement of the minimum share capital requirement to give effect to the Handbook.
The public notice stipulated that companies with foreign participation should have fully paid-up share capital of N100,000,000 at incorporation. Additionally, existing companies with foreign participation registered with less than N100,000,000 in share capital were given a six-month grace period from the notice to increase their share capital.
Subsequently, our Firm and some other stakeholders engaged in constructive discussions with the CAC regarding concerns arising from the implementation. Of particular note were concerns about the absence of an amendment to the Companies and Allied Matters Act, 2020 to sanction a retroactive application of the rule and the absence of an institutional framework or mechanism for enforcing the requirement for share capital to be fully paid-up at incorporation.
We are pleased to announce that following these engagements and CAC’s receptiveness, the CAC has reversed the implementation of the N100,000,000 minimum paid-up share capital requirement for companies with foreign shareholders and indicated that a revised notice will be published. We remain committed to supporting initiatives aimed at enhancing the ease of doing business in Nigeria and will revert with a further update once the revised notice is issued by the CAC.
For more information on how we can assist your company, please contact us companysecretary@aluko-oyebode.com
