Register a Private Limited Company in India from Nigeria

How to Register a Private Limited Company in India from Nigeria

India and Nigeria have one of the strongest bilateral trade relationships in Africa: India is the second-largest destination for Nigerian exports (after the Netherlands) and the fourth-largest source of Nigeria's imports (after China, the United States and the Netherlands). Bilateral trade was US$7.13 billion in 2024-25, down from a peak of US$14.95 billion in 2021-22 and running higher again in 2025-26, driven by petroleum, pharmaceuticals, agricultural commodities, and technology services. Registering a Private Limited Company in India gives Nigerian entrepreneurs full operational control, limited liability protection, and the ability to raise equity capital from investors.

A Private Limited Company (Pvt Ltd) is the most popular structure for Nigerian investors entering India because it offers a familiar corporate governance framework, the ability to operate across any lawful business sector, and significant tax advantages over branch or liaison office structures. The company is incorporated under the Companies Act, 2013 and can engage in manufacturing, services, trading, and any other commercial activity permitted under Indian law.

FDI Route and Regulatory Requirements

Nigerian investments in Indian Private Limited Companies follow the Automatic Route under India's consolidated FDI policy. This means no prior approval is required from the Reserve Bank of India (RBI) or the government before investing, provided the sector permits 100% foreign ownership.

Sectors fully open to Nigerian FDI under the automatic route include information technology, manufacturing, e-commerce (wholesale/marketplace model), infrastructure, renewable energy, food processing, and healthcare. Certain sectors carry caps or conditions: insurance (100% under the automatic route, subject to IRDAI registration and to at least one of the chairperson, managing director or chief executive officer being a resident Indian citizen), telecom (100% automatic), multi-brand retail (51% with government approval), and defence (74% automatic, 100% with government approval).

Since Nigeria does not share a land border with India, Press Note 3 (2020) restrictions do not apply. Nigerian investors can proceed through the automatic route without additional security clearances that apply to investors from China, Pakistan, Bangladesh, and neighbouring countries. For more details, see our guide on Automatic Route vs Government Approval.

Key Regulatory Considerations

• Minimum directors: At least 2 directors required, with at least 1 being an Indian resident (182+ days in India during the financial year, per s.149(3) of the Companies Act, 2013)
• No minimum capital: India removed the minimum paid-up capital requirement; companies can incorporate with any authorised capital
• Digital Signature Certificate: All directors must obtain DSCs from a licensed Certifying Authority
• Director Identification Number: Each director receives a unique DIN through the SPICe+ form

Tax Implications Without a DTAA

India and Nigeria currently do not have a Double Taxation Avoidance Agreement (DTAA) in force. Nigeria has 17 ratified double tax treaties in force, but India is not among them. This has important tax implications for Nigerian investors:

• Dividends: Subject to Indian domestic withholding tax rates (currently 20% for non-resident shareholders without a DTAA)
• Interest on intercompany loans: Subject to 20% withholding tax under Indian domestic law (Section 195 read with Section 115A)
• Royalties and technical fees: Subject to 20% withholding under Indian domestic law (s.115A, doubled from 10% effective 1 April 2023)
• Capital gains: Taxable in India under domestic provisions without treaty relief

Each of these domestic rates is increased by the applicable surcharge (2% or 5%) and the 4% health and education cess.

Without a DTAA, Nigerian investors may face double taxation where the same income is taxed in both India and Nigeria. Nigeria grants no general unilateral credit for foreign tax: foreign tax credits are available only under an applicable double tax treaty, so Indian tax paid is generally not creditable in Nigeria. Certain categories of foreign dividend, interest and royalty income are exempt from Nigerian tax, which mitigates the exposure without systematically removing it. Nigerian investors should work with cross-border tax advisors to structure their Indian investments tax-efficiently. See our FDI Advisory service for guidance on structuring investments from non-treaty countries.

Document Requirements and Authentication

Nigeria is not a signatory to the Hague Convention (Apostille Convention). Nigerian documents cannot be apostilled and must undergo embassy attestation. Documents issued in Nigeria must first be authenticated by the Ministry of Foreign Affairs in Abuja, and then attested by the High Commission of India in Abuja or the Consulate General of India in Lagos. For a detailed comparison, see Apostille vs Embassy Attestation.

Documents Required from Nigerian Directors/Shareholders

• Passport copies (notarised and attested by Nigerian MFA + Indian High Commission)
• Proof of address (utility bill or bank statement, not older than 2 months, attested)
• Passport-size photographs
• Board resolution of the Nigerian parent company authorising investment in India (if corporate shareholder)
• Certificate of Incorporation and Memorandum of Association of the Nigerian entity (attested)
• Power of Attorney in favour of an authorised representative in India (attested)

Documents Prepared in India

• Digital Signature Certificate (DSC) for all proposed directors
• Director Identification Number (DIN) applications
• Memorandum of Association (MoA) and Articles of Association (AoA)
• Proof of registered office address (rent agreement + NOC from landlord + utility bill)

Step-by-Step Registration Process

The incorporation of a Pvt Ltd company in India uses the integrated SPICe+ form on the Ministry of Corporate Affairs (MCA) portal. Here is the step-by-step process:

Step 1: Obtain Digital Signature Certificates (DSC)

All proposed directors must obtain Class 3 DSCs from a licensed Certifying Authority. For Nigerian nationals, this involves submitting attested passport copies and address proofs. Timeline: 2-3 working days.

Step 2: Apply for Director Identification Numbers (DIN)

DINs are allocated through the SPICe+ form itself. Each director receives a unique identification number registered with the MCA.

Step 3: Reserve the Company Name

Submit a name reservation application through Part A of the SPICe+ form; the standalone RUN (Reserve Unique Name) service is used only to change the name of an existing company, not to reserve a name for a new incorporation. You can propose up to two names. The MCA typically approves within 1-2 working days. The name must not be identical or similar to an existing company or trademark.

Step 4: File SPICe+ (Part B) with Incorporation Documents

SPICe+ Part B is the integrated incorporation form that simultaneously applies for PAN, TAN, EPFO registration, ESIC registration, and professional tax registration. Submit the eMoA (INC-33) and eAoA (INC-34) along with the form.

Step 5: Receive Certificate of Incorporation

The Registrar of Companies (ROC) issues the Certificate of Incorporation along with PAN and TAN. This typically takes 3-5 working days after filing SPICe+ Part B.

Step 6: Open a Bank Account and Receive FDI

Open a current account with an Authorised Dealer (AD) bank in India. The Nigerian investor remits share subscription money to this account. The bank issues a Foreign Inward Remittance Certificate (FIRC).

Step 7: Allot Shares and File FC-GPR

Within 30 days of share allotment, file Form FC-GPR through the RBI's FIRMS (Foreign Investment Reporting and Management System) portal. This filing confirms the FDI transaction with the Reserve Bank of India.

Timeline and Costs

The end-to-end timeline for registering a Private Limited Company in India from Nigeria is approximately 6-10 weeks:

Cost Breakdown

• Government fees (ROC/MCA): INR 3,000-10,000 (depending on authorised capital)
• Stamp duty: INR 5,000-15,000 (varies by state of registration)
• DSC: INR 1,500-2,500 per director
• Professional fees (CS/CA): INR 15,000-40,000
• Attestation charges: US$52 per commercial document at the High Commission of India, Abuja (fee as published in 2026), plus Nigerian notarial and Ministry of Foreign Affairs charges
• Total estimated cost: INR 40,000-80,000 plus attestation costs

Post-Registration Compliance

Once your Private Limited Company is incorporated in India, ongoing compliance obligations include:

• Annual ROC filings: AOC-4 (financial statements) and MGT-7 (annual return) must be filed within 30 and 60 days of the Annual General Meeting respectively
• Income tax return: Filed annually by 31 October for companies requiring audit; 30 November where the company has international transactions with an associated enterprise requiring Form 3CEB (s.92E)
• GST compliance: Monthly/quarterly GST returns if GST-registered
• FEMA/RBI reporting: the annual Foreign Liabilities and Assets (FLA) return to the RBI by 15 July each year, and FC-GPR for each share issuance to a person resident outside India
• Board meetings: Minimum four per year, with at least one each quarter
• Statutory audit: Mandatory annual audit by a practising Chartered Accountant in India
• Transfer pricing: Form 3CEB reporting is required for any international transaction with the associated-enterprise parent, regardless of value; INR 1 crore is only the threshold for the Rule 10D documentation-maintenance relief

Beacon Filing provides end-to-end annual compliance and FEMA/RBI compliance services to ensure your Indian company remains in good standing.

Common Challenges for Nigerian Companies

Absence of a DTAA

The lack of a Double Taxation Avoidance Agreement between India and Nigeria means Nigerian investors face higher effective tax rates on cross-border payments. Dividends, interest, and royalties are subject to full Indian domestic withholding rates without treaty relief. Nigerian companies should carefully structure intercompany payments and consider whether routing investments through a jurisdiction with DTAA coverage (where permitted by substance requirements) could provide tax efficiencies. Consult our FDI Advisory team for structuring guidance.

Finding a Resident Director

Indian law requires at least one director who has been a resident of India for at least 182 days in India during the financial year (Section 149(3), Companies Act 2013). Nigerian companies typically appoint a trusted local professional, an India-based employee, or engage a nominee director service. This requirement cannot be waived.

Embassy Attestation Process

Since Nigeria is not a Hague Convention member, documents require embassy attestation rather than apostille. The process involves notarisation in Nigeria, authentication by the Ministry of Foreign Affairs in Abuja, and attestation by the Indian High Commission in Abuja or Consulate General in Lagos. This process takes 2-3 weeks and may require in-person visits. Start document preparation early to avoid bottlenecks.

Currency Controls and Forex

Nigeria operates foreign exchange controls through the Central Bank of Nigeria (CBN). The Nigerian Naira (NGN) has experienced significant volatility, and accessing USD or INR for outward investment remittances can involve regulatory approvals. Nigerian investors should plan their capital transfer well in advance and ensure compliance with both CBN regulations and India's FEMA requirements.

Bank Account Opening KYC

Indian banks have stringent KYC requirements for companies with foreign shareholders from non-treaty countries. Expect detailed documentation requests including the entire ownership chain, source of funds declarations, and beneficial ownership disclosures. The process can take 2-4 weeks and banks may request additional documentation for Nigerian investors given the absence of a DTAA.

Frequently Asked Questions

Can a Nigerian citizen be the sole director of an Indian Private Limited Company?

No. Indian law requires a minimum of two directors for a Private Limited Company, and at least one must be a resident of India (having stayed in India for 182+ days during the financial year). A Nigerian citizen can be one of the directors but must appoint at least one Indian resident director.

Is there a minimum capital requirement for Nigerian investors forming a Pvt Ltd in India?

No. India removed the minimum paid-up capital requirement for Private Limited Companies. You can incorporate with any authorised capital, though the authorised capital amount affects government filing fees. Most companies start with INR 1 lakh to INR 10 lakh authorised capital.

Will Nigerian investors face double taxation without a DTAA?

Potentially, yes. Without a DTAA, income earned in India and repatriated to Nigeria may be taxed in both countries. Nigeria grants foreign tax credits only under its double tax treaties, so Indian tax paid is generally not creditable there, although certain categories of foreign dividend, interest and royalty income are exempt from Nigerian tax. Work with cross-border tax advisors to minimise the double taxation impact.

Can I register my Indian Pvt Ltd company from Nigeria without visiting India?

Yes. The entire incorporation process can be completed remotely. DSCs can be issued based on attested documents, the SPICe+ form is filed online, and bank account opening can be initiated remotely (though some banks may require an in-person visit or video KYC for the authorised signatory).

What is the corporate tax rate for a Pvt Ltd company in India with Nigerian shareholders?

The concessional rate is 22% (effective approximately 25.17% with surcharge and cess) for companies that forgo specified exemptions. The 15% new-manufacturing rate (effective approximately 17.16%) required manufacturing to commence by 31 March 2024, so it is no longer available to a newly incorporated company. Without a DTAA, Indian tax paid is generally not creditable in Nigeria, which grants foreign tax credits only under its treaties.

Do I need RBI approval to invest in an Indian Pvt Ltd from Nigeria?

In most cases, no. Under the automatic route, Nigerian investment in sectors permitting 100% FDI does not require prior RBI approval. You only need to file the FC-GPR form with the RBI after share allotment. Government approval is required only for sectors with FDI caps or restricted sectors.

Can the Indian Pvt Ltd repatriate profits to Nigeria?

Yes. Dividends can be freely repatriated to Nigeria after payment of applicable withholding taxes (20% under domestic law, as no DTAA applies). The repatriation is processed through an Authorised Dealer bank and requires compliance with FEMA regulations.