Business documents in Nigeria

Every business that trades under a name other than the owner’s own must register with the Corporate Affairs Commission. Sole traders and partnerships register a business name; anyone who wants limited liability incorporates a company. CAMA 2020 also introduced limited partnerships and limited liability partnerships, and non-profit bodies register as incorporated trustees. Registration, post-incorporation changes and annual returns are handled on the CAC online portal.

CAMA 2020 made incorporation lighter for small firms. A private company can now be formed with a single member, the minimum issued share capital is ₦100,000 for a private company and ₦2,000,000 for a public company, and a common seal is optional — a document can be executed by two directors, or a director and the secretary, or a director in front of a witness. Small companies are no longer obliged to appoint a company secretary, and small companies that qualify can skip appointing an auditor. Persons with significant control must be disclosed to the CAC, which keeps a register of them.

In practice, the documents a Nigerian company is asked for most often are its Certificate of Incorporation, the CAC status report (which lists directors, shareholders and the registered address), its memorandum and articles, and evidence that annual returns are up to date. Board resolutions are needed for opening bank accounts, appointing signatories and approving major contracts, so it is worth keeping a consistent template for them.

Section 4 of the Nigeria Tax Administration Act 2025 requires every taxable person to register with the relevant tax authority and obtain a Tax ID. The Tax ID unifies the TINs previously issued by FIRS, the Joint Tax Board and state revenue services; existing TINs remain valid, the National Identification Number (NIN) is becoming the Tax ID for individuals, and the CAC registration number is becoming the Tax ID for companies. Banks and other financial institutions ask taxable customers for a Tax ID before operating business accounts.

VAT stays at 7.5%. The Nigeria Tax Act 2025 exempts small businesses — annual turnover of ₦100 million or less and fixed assets of ₦250 million or less — from registering for, charging and filing VAT, although professional service providers do not get this relief. Basic food, medical supplies and educational materials moved from exempt to zero-rated, and input VAT on services and fixed assets used for taxable supplies is now claimable. VAT returns are due by the 21st day of the following month, even in a month with no sales.

Section 153 of the Nigeria Tax Act lists what a VAT invoice must show. Because input VAT is only recoverable on a proper invoice, buyers in Nigeria increasingly reject invoices that omit the supplier’s Tax ID or the VAT line. Where a supplier has not charged VAT on a taxable supply, the NRS can direct the buyer to self-account for it.

Section 23 of the Tax Administration Act makes the Electronic Fiscal System compulsory where the NRS deploys it. The e-invoicing component is the Merchant Buyer Solution (MBS): each invoice is validated by the NRS and receives an Invoice Reference Number (IRN) and a cryptographic stamp, usually through an NRS-approved system integrator or access point provider. Under the NRS public notice on the phased rollout, large taxpayers (turnover above ₦5 billion) went live from November 2025, medium taxpayers (₦1 billion–₦5 billion) from 1 July 2026, and emerging taxpayers (below ₦1 billion) are scheduled for 1 July 2027. Failing to process a supply through the system attracts a ₦200,000 penalty plus the tax due and interest.

Most Nigerian B2B sales still start with a quotation and, for anything bought on credit or paid for upfront, a proforma invoice. Banks require a proforma from the foreign supplier to open a Form M for imports, and many local buyers — especially government ministries and parastatals — will not raise payment without one. Keep quotation validity short where prices track the naira exchange rate, and state whether prices include 7.5% VAT.

Corporate customers issue a Local Purchase Order (LPO), the term used almost universally in Nigeria for a purchase order. Your invoice should quote the LPO number, and deliveries are usually accompanied by a waybill or delivery note that the customer’s storekeeper signs and stamps. That signed waybill is often the document that releases payment, so file it with the invoice.

Receipts matter because a large share of payments are still made by bank transfer, POS or cash. A cash or payment receipt should state the amount in words and figures, the payment method and reference, and the invoice it settles. Credit notes are used for returns and price adjustments; with MBS in place for larger suppliers, a credit note should reference the original invoice so both records reconcile on the NRS side.

Government and large-corporate procurement adds a layer of vendor documents: a company profile with CAC details, Tax ID, PenCom, NSITF and ITF compliance certificates, bank details on letterhead, and past contract references. Keeping these current saves days when a tender closes.

Section 7 of the Labour Act requires an employer to give a worker a written statement of the terms of employment no later than three months after the job starts. It must name the employer and worker, the place and date of engagement, the nature of the job, the pay and how it is calculated, hours, holidays and sick pay, the notice period, and the end date for fixed-term contracts. Most employers simply issue an offer letter followed by a full employment contract covering the same points.

Under the Pension Reform Act 2014, employers with three or more employees must join the Contributory Pension Scheme. The minimum contribution is 18% of monthly emoluments — 10% from the employer and 8% from the employee — remitted to each employee’s Retirement Savings Account with the PFA they choose, no later than seven working days after salaries are paid. Employers must also keep group life insurance worth at least three times each employee’s annual total emolument. Payslips should show the pension deduction separately.

The Employees’ Compensation Act 2010 requires employers to register with the Nigeria Social Insurance Trust Fund and contribute 1% of the total monthly payroll; registration and payment are done on the NSITF employer self-service portal, which also issues the compliance certificate that tender documents ask for. Income tax under PAYE is deducted from salaries and paid to the tax authority of the state where the employee lives.

On exit, Nigerian employees expect a letter of service or experience letter confirming dates and role, and banks frequently ask for an employment verification letter or salary confirmation before granting loans. Warning letters and query letters — a ‘query’ is the common Nigerian term for a written demand for explanation — should be kept on file if a dismissal is ever challenged.

Nigerian commercial contracts follow English common-law principles, so a signed service agreement, distribution agreement or NDA is enforceable without notarisation. What matters in court is clear identification of the parties (use full registered names and RC numbers), the scope, payment terms in naira or the agreed currency, and a dispute clause — many firms choose arbitration under the Arbitration and Mediation Act 2023 or the Lagos courts.

Stamp duties are now charged under the Nigeria Tax Act 2025, which consolidated the former Stamp Duties Act. Contracts, leases and loan documents can attract duty, and an unstamped instrument may not be relied on as evidence until stamped, so check the current position with the NRS or your state revenue service before signing high-value agreements.

CAMA 2020 recognises electronic signatures for company documents, and e-signed commercial contracts are common between private companies. For deeds, the company should follow the CAMA execution options (two directors, a director and secretary, or a director with a witness) rather than relying on a seal. Memoranda of understanding are widely used in Nigeria for joint ventures and government partnerships, but state clearly which clauses are binding.

Imports start at the bank. An importer opens a Form M through an authorised dealer bank, supported by the supplier’s proforma invoice and insurance, and the Nigeria Customs Service has integrated Form M processing into B’Odogwu, its unified customs management system, which replaced NICIS II. B’Odogwu also handles the Pre-Arrival Assessment Report (PAAR), the Single Goods Declaration and manifests, and consignments are risk-profiled into green, yellow or red lanes. A licensed customs agent is required to clear goods.

For each shipment the supplier’s commercial invoice, packing list and bill of lading or air waybill must match the Form M — differences in description, HS code or value are the most common cause of delays and demurrage. Regulated products also need NAFDAC, SON or quarantine permits, which are applied for through the National Single Window portal where applicable.

Exporters register with the Nigerian Export Promotion Council (NEPC) and receive an exporter’s certificate. Each export is declared on Form NXP (or NCX for non-commercial shipments) through a commercial bank, which tracks repatriation of the proceeds under Central Bank of Nigeria rules. NEPC lists the core export documents as the proforma invoice, commercial invoice, packing list, certificate of origin (issued by NACCIMA), the transport document and any phytosanitary, health or inspection certificates the product needs.

Section 31 of the Nigeria Tax Administration Act 2025 requires every person, including a company, to keep books and records whether or not tax is payable, and to retain them for at least six years after the relevant year of assessment. The records must be in English; if they are kept in another language, the NRS can demand a translation certified by a sworn translator.

Tax is assessed in the currency of the transaction, so a dollar-denominated export invoice is not automatically converted into naira for tax purposes — but your ledgers should still show the naira equivalent and the rate used. Records passing through the Electronic Fiscal System must be kept accurately by the taxpayer as well, so do not treat MBS as your only archive.

Keep together, per transaction: the quotation or proforma, the customer’s LPO, the invoice (with IRN where MBS applies), the waybill or delivery note, the receipt or bank evidence, and any credit note. For payroll, keep contracts, payslips and pension and NSITF remittance schedules for the same six-year period.

Treat this page as orientation, not tax advice: thresholds and MBS timelines are set by the NRS and can change by public notice, so check the NRS website or your tax adviser before relying on any date for your own business.