Expanding your Nigerian business into the United States and the United Kingdom can be a game-changing move. This is why it is important to understand how to register your Nigerian company in the US and UK.
These markets offer access to larger customer bases, stronger investor networks, and increased brand credibility. But registration requirements, costs, and timelines are very different for each country, and mistakes can lead to costly delays.
This guide breaks down the process for each country separately so you understand exactly what’s involved, and how to get it right the first time.
Registering Your Nigerian Company in the United States
The US does not have a single national company registry. Instead, each of the 50 states (plus Washington, D.C.) manages its own incorporation process.
That means you must choose a specific state in which to register. Your decision here will affect your costs, taxes, reporting obligations, and even your ability to attract investors.
Step 1: Choose Your State of Registration
Foreign entrepreneurs often choose:
- Delaware – Known for investor-friendly corporate laws and a specialised business court system. Ideal for startups planning to raise venture capital.
- Wyoming – Offers low registration fees, no state corporate income tax, and strong privacy for owners.
- California or New York – Provides market proximity but has higher taxes and stricter compliance rules.
Your choice should align with where you expect most of your customers, investors, or operations to be based.
Step 2: Decide on Your Business Structure
Two main entity types suit Nigerian entrepreneurs:
- LLC (Limited Liability Company) – Easier to set up and manage, offers pass-through taxation (profits taxed once at the personal level), and flexible ownership.
- C-Corporation – Favoured by US investors and allows issuing shares. However, subject to “double taxation” (corporate profits taxed, then dividends taxed again at the personal level).
If your priority is attracting investors, a C-Corp in Delaware is often the best option. For operational simplicity, an LLC may be more suitable.
Step 3: Appoint a Registered Agent
Every US company must have a registered agent: a person or business with a physical address in your chosen state who can receive legal and government correspondence on your behalf.
Step 4: File Your Formation Documents
You must file:
- Articles of Organization (for an LLC)
- Articles of Incorporation (for a C-Corp)
These documents officially create your business entity. Filing fees range from $50 to $500, depending on the state.
Step 5: Obtain an EIN (Employer Identification Number)
The EIN is your company’s tax identification number in the US. Non-US residents without a Social Security Number cannot use the online IRS application; instead, you must complete Form SS-4 and send it by fax or mail.
Fee: Free. Timeline: 1–4 weeks, depending on IRS processing.
Step 6: Open a US Business Bank Account
Traditional US banks often require you to be physically present, but online banks like Mercury and Wise Business allow remote account opening.
You’ll need:
- Company formation documents
- EIN confirmation letter
- Valid passport or Nigerian company documents
Step 7: Maintain Compliance
After registration, you must:
- File annual or biennial reports with your state.
- Pay federal and applicable state taxes.
- Keep your registered agent service active.
- Maintain accurate financial records for tax purposes.
Typical Timeline: 2–4 weeks for full setup. Typical Cost: $300–$1,000 depending on state and service providers
Registering Your Nigerian Company in the United Kingdom
Unlike the US, the UK has a centralised registration system. All companies are incorporated through Companies House, making the process faster and more uniform across the country.
Step 1: Choose Your Company Structure
The most common choice for foreign founders is a Private Limited Company (Ltd). This structure provides:
- Limited liability for owners
- Flexibility in ownership
- Strong recognition in international business
Step 2: Select a Unique Company Name
Your company name must not be identical or too similar to an existing name on the Companies House register. It also cannot contain restricted words without prior approval. You can check availability online before applying.
Step 3: Appoint Directors and Shareholders
- Minimum of one director and one shareholder.
- Directors can be non-UK residents.
- No minimum share capital — you can start with just £1.
Step 4: Provide a Registered Office Address
This address must be located in the UK and will appear on public records. Many non-residents use a virtual office provider to meet this requirement.
Step 5: Prepare Incorporation Documents
Two key documents are needed:
- Memorandum of Association – A legal statement signed by all shareholders confirming their intent to form the company.
- Articles of Association – The internal rules for running your company. You can use the standard model provided by Companies House.
Step 6: Register with Companies House
- Online registration costs £12 and usually takes 24 hours.
- Postal applications cost £40 and take 8–10 days.
- Formation agents can handle the process for £50–£150 if you want to avoid the paperwork.
Step 7: Open a UK Business Bank Account
Traditional banks like Barclays or HSBC may require proof of a UK address and in-person verification. Online options such as Tide, Monzo Business, or Wise Business are more flexible for foreign directors.
Step 8: Register for UK Taxes
If your annual turnover reaches £90,000 or more, you must register for VAT. If you hire UK-based employees, you must also register for PAYE with HM Revenue and Customs.
- Typical Timeline: 1–7 days for registration
- Typical Cost: £12–£200 depending on services used
Final Advice for Nigerian Businesses
- Do your research before choosing your jurisdiction: The US offers multiple state options but comes with higher complexity. The UK is faster to register in but has strict accounting standards.
- Separate your finances: Keep Nigerian and foreign accounts distinct to avoid tax confusion.
- Consider tax treaties: Nigeria has agreements with some countries to reduce double taxation.
- Maintain good records: Compliance in multiple countries requires clear bookkeeping.
- Think long-term: Choose a structure that suits your growth and funding plans, not just quick setup.
Frequently Asked Questions (FAQs) About How to Register Your Nigerian Company in the US and UK
Can I register a US or UK company without living there?
Yes. Both the US and UK allow non-residents, including Nigerians, to own and manage companies. You will, however, need a local registered office address (in the UK) or a registered agent (in the US).
Do I need to close my Nigerian company before registering abroad?
No. You can operate a Nigerian company alongside a US or UK entity. Many businesses keep both for local and international transactions.
How much does it cost to register in the US?
Costs vary by state and service provider, but expect between $300–$1,000 for company formation, registered agent fees, and initial compliance. Delaware LLCs tend to be cheaper than California corporations.
How much does it cost to register in the UK?
If you apply online directly via Companies House, it’s only £12. Using an agent or adding extra services like a virtual address can raise the cost to £50–£200.
How long does the process take?
US: 2–4 weeks, depending on state processing and IRS EIN approval. UK: 24 hours online (if all documents are in order) or up to 10 days by post.
