This journey assumes
- The Chinese parent is a provincially registered enterprise (not a centrally administered state-owned enterprise) and its Chinese investment amount is below USD 300 million.
- The Nigerian company will contract directly with Nigerian public bodies and private clients for civil works, and will import plant and equipment from China.
- The project is not in oil and gas, and the company will operate in the Nigerian customs territory rather than in a free zone.
- Neither the construction sector nor Nigeria is treated as sensitive under China's outbound investment rules; this must be confirmed.
- Rules are stated as at 19 October 2026, after the Nigeria Tax Act 2025 and Nigeria Tax Administration Act 2025 took effect. NDRC draft outbound investment measures were published in August 2026 and are not yet in force.
If any assumption is wrong for your business, the conclusions change. Ask WONE Global to re-run the analysis with your facts.
Both sides of the border, issue by issue
Each row is one part of the work. The left and right columns show what each country's rules require, so you can see where one side's decision constrains the other.
Clearing China's outbound rules and setting up in Nigeria
The Chinese parent must complete outbound investment filings with the development and reform and commerce authorities and register the investment with its bank before funding the Nigerian company. In Nigeria, foreign ownership of up to 100% is allowed outside a short negative list, but a company with foreign participation needs higher share capital, a business permit and an expatriate quota, and must disclose persons with significant control.
- The Nigerian company is an outbound investment under NDRC Order No. 11. A local enterprise investing below USD 300 million in a non-sensitive sector files with its provincial development and reform department; sensitive projects need NDRC approval.1
- The parent registers with its provincial commerce department and receives an Enterprise Overseas Investment Certificate, which lapses if the investment is not implemented within two years.23
- Foreign exchange registration for the investment is handled by the parent's bank, and accumulated equity must be reported each year by 30 September through SAFE's system.45
- Draft NDRC measures published in August 2026 would add a national security review and require a report before signing where the Chinese investment exceeds USD 100 million; check whether they are in force when planning large projects.6
- The NIPC Act allows up to 100% foreign ownership outside a negative list covering arms and ammunition, narcotics, military and paramilitary wear and items added by the Federal Executive Council.7
- CAC's checklist sets minimum share capital of N10 million for a company with foreign participation, well above the general private company minimum.8
- Foreign investors need a business permit from the Minister of Interior, and the company must notify CAC of persons with significant control, including anyone holding 5% or more.910
Qualifying to bid and importing equipment
Public clients will only contract with a properly registered and tax-compliant Nigerian company, so tax registration and compliance certificates come before bidding. Plant, vehicles and materials from China pay duty under the ECOWAS Common External Tariff, as no China-Nigeria free trade agreement was found, although some sectors benefit from zero duty if the exemption is obtained in advance.
- Bid bonds, performance guarantees and shareholder loans for Nigerian contracts are part of the outbound investment and capital account picture, and any changes to the Nigerian investment must be reported to the commerce authority.311
- Exports of controlled items, such as some surveying, communications or explosives-related equipment, fall under China's Export Control Law and need checking before shipment.12
- Every taxable person must register for a Tax ID, which is also a condition for contracts with federal ministries, departments and agencies.13
- Nigeria's tariff reflects the ECOWAS Common External Tariff, so plant, vehicles and materials from China pay duty unless an exemption applies; no China-Nigeria free trade agreement was found.14
- Equipment and machinery for the power sector under HS headings 84, 85 and 90 attract 0% import duty, but applying for the exemption requires CAC registration, a Tax ID and ministry endorsement.15
Tax on both sides and the China-Nigeria treaty
The Nigerian company pays 30% companies income tax plus a 4% development levy and charges 7.5% VAT. Nigeria and China have a double taxation agreement, under which Nigerian withholding on dividends, interest and royalties paid to China is capped at 7.5%. China taxes the parent at 25% with relief for Nigerian tax.
- The Chinese parent pays corporate income tax at the standard 25% rate on worldwide income, including dividends from Nigeria; how Nigerian tax is credited under the treaty and Chinese law must be confirmed.16
- The treaty listed by NIPC is the basis for reduced Nigerian withholding on payments to the parent; obtain a Chinese tax residence certificate early.1718
- Companies income tax is 30% under the Nigeria Tax Act 2025, with a development levy of 4% of assessable profit for companies other than small and non-resident companies.1920
- FIRS lists treaty rates for China of 7.5% on dividends, interest and royalties paid to companies.18
- VAT is charged at 7.5%. Transactions with the Chinese parent, such as equipment hire, technical services and management charges, must be on arm's length terms or the tax authority can adjust them.2122
Expatriate staff, local hiring and payroll
Chinese engineers and managers can only fill roles approved under the company's expatriate quota, and the company also needs a business permit. Payroll taxes for Nigerian residents are collected by state tax authorities. No China-Nigeria social security agreement was found.
- Employees remaining on Chinese payroll stay within China's five social insurance schemes; no China-Nigeria social security agreement was confirmed, so double contributions may arise if Nigerian schemes also apply.23
- Long assignments should be planned so that management decisions and project control in Nigeria are documented, as related-party charges for seconded staff must be at arm's length.22
- Foreign nationals may only occupy designated roles under an expatriate quota, which is needed for employment authorisation.24
- Personal income tax on resident employees is administered by the relevant state or FCT tax authority, so payroll registration follows where staff are based.25
Bringing in capital, repatriating profit and protecting the investment
Nigeria guarantees transfer of dividends, loan service and sale proceeds through authorised dealers, but capital brought in should be documented with a Certificate of Capital Importation to preserve repatriation rights. On the Chinese side, capital flows go through the registering bank. China and Nigeria have an investment promotion and protection agreement, and both apply the New York Convention.
- Capital and loans to the Nigerian company are capital account flows handled through the bank that did the foreign exchange registration; capital account transactions remain separately regulated by SAFE.411
- China applies the New York Convention to commercial awards made in other contracting states, which matters if a contract dispute is arbitrated and the award must be enforced against Chinese assets.26
- The NIPC Act guarantees unconditional transfer, through an authorised dealer in freely convertible currency, of net dividends, loan servicing and sale proceeds.27
- Inflows should be documented in line with Central Bank of Nigeria rules, for example through Certificates of Capital Importation.28
- Nigeria has an investment promotion and protection agreement with China, and applies the New York Convention to commercial awards made in other contracting states.2930
Structures to consider
These are the structures businesses commonly weigh, not a recommendation. The right one depends on the facts listed under "What we need from you".
What has to happen first
- ChinaBoard of the Chinese parent approves the Nigerian entity and investment amount; confirm the project and sector are not sensitive under China's outbound investment lists.
- ChinaComplete the development and reform filing and the commerce department registration, and obtain the Enterprise Overseas Investment Certificate.After step 1
- NigeriaIncorporate the Nigerian company with CAC with at least N10 million share capital and file the persons with significant control.After step 1
- NigeriaObtain the business permit and expatriate quota so that Chinese staff can be employed.After step 3
- Both sidesComplete foreign exchange registration with the parent's bank and remit share capital, obtaining a Certificate of Capital Importation through the Nigerian bank.After step 2, 3
- NigeriaRegister for a Tax ID and VAT, and set up state payroll registrations where staff will be based.After step 3
- NigeriaAssemble procurement eligibility documents (tax, pension and other compliance certificates and registrations) before the first tender.After step 6
- Both sidesPlan equipment imports: check Chinese export controls and apply in advance for any Nigerian import duty exemption.After step 3, 6
- Both sidesPut intercompany agreements in place for equipment hire, technical support, guarantees and seconded staff, with arm's length pricing, and obtain a Chinese tax residence certificate for treaty rates.After step 5
- NigeriaBid, sign and mobilise; agree dispute resolution and the seat of any arbitration in each contract.After step 4, 7, 8
- Both sidesOngoing: Nigerian self-assessment returns within six months of year end, annual SAFE equity report by 30 September, and Chinese outbound investment updates for changes.After step 10
What we need from you before anyone can advise
- Which clients the company will bid for (federal, state, private or development-finance funded) and their eligibility rules.
- Contract values, durations and whether the parent or the Nigerian company will sign and guarantee each contract.
- Equipment to be imported, HS codes and whether any is export-controlled in China or eligible for Nigerian duty exemptions.
- Number of Chinese staff needed, their roles and the length of assignments.
- The Chinese investment amount, the parent's ownership type and any plan to use an offshore holding company.
- Whether a Nigerian partner will hold shares and on what terms.
- Group consolidated revenue, for the 15% minimum effective tax rate.
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- Bidder eligibility documents for federal procurement under the Public Procurement Act 2007 (such as tax, pension, ITF and NSITF compliance and Bureau of Public Procurement registration) were not source-checked; official tender notices could not yet be checked (shared fetch limit).
- Nigerian withholding tax rates on construction contract payments under the Deduction of Tax at Source (Withholding) Regulations 2024, and how they apply after the Nigeria Tax Act 2025, were not source-checked.
- Pension, Industrial Training Fund and NSITF contribution rates for employees in Nigeria were not source-checked.
- The official text of the China-Nigeria tax treaty, including its permanent establishment threshold for construction sites and its elimination of double taxation article, could not yet be checked.
- The official NDRC text of Order No. 11 and the MOFCOM Chinese text of Decree No. 3 could not yet be checked; both rely on secondary sources.
- The China-Nigeria investment agreement's date of entry into force and dispute settlement terms were not confirmed (the UNCTAD treaty database could not yet be checked because of rate limiting).
- Whether a China-Nigeria social security agreement exists was not confirmed.
- Registration requirements for engineering firms with the Council for the Regulation of Engineering in Nigeria (COREN) were not source-checked.
- Expatriate quota and business permit procedures, timelines and the Nigeria Immigration Service visa route for Chinese staff were not source-checked beyond NIPC's summary.
- Central Bank of Nigeria foreign exchange market rules and the current process for Certificates of Capital Importation were not checked on the CBN site.
- State-level procurement rules and taxes, including state road and infrastructure levies, vary by state and were not researched.
Brief for your advisers
Questions to put to your advisers in each country. Copy them, or download them as a text file to send with your requirement.
- Chinese outbound adviser: does our Nigerian investment need provincial filing or NDRC approval, and how do guarantees and shareholder loans for Nigerian contracts fit our filings and the August 2026 draft measures?
- Nigerian corporate adviser: what share capital, business permit and expatriate quota steps apply to a construction company with Chinese shareholders, and in what order?
- Nigerian procurement adviser: what registrations and compliance certificates do federal and state clients require from bidders, and how long do they take to obtain?
- Tax advisers: what Nigerian withholding applies to our contract receipts and to payments to the Chinese parent, and how do we claim the 7.5% treaty rates under the new Nigeria Revenue Service regime?
- Chinese tax adviser: how will Nigerian dividends and Nigerian tax paid be treated in China?
- Customs adviser: which of our plant and materials qualify for zero or reduced duty, and what endorsements are needed before shipment?
- Employment adviser: what pension and other payroll contributions apply to our Nigerian and Chinese staff?
- Banking adviser: how do we obtain Certificates of Capital Importation and repatriate dividends in practice?
Who can help, on each side
China
- Licences, permits and regulators · Arranged by WONE Global on request
- Setting up and running a company · Arranged by WONE Global on request
- Payments and currency · Arranged by WONE Global on request
- Customs, trade and export controls · Arranged by WONE Global on request
- Contracts and commercial law · Led by Roberto Gilardino
- Tax and structuring · Arranged by WONE Global on request
- Accounting and annual filings · Arranged by WONE Global on request
- Employment, payroll and immigration · Arranged by WONE Global on request
- Banking and capital · Arranged by WONE Global on request
- Disputes and arbitration · Arranged by WONE Global on request
Nigeria
- Licences, permits and regulators · Arranged by WONE Global on request
- Setting up and running a company · Arranged by WONE Global on request
- Payments and currency · Arranged by WONE Global on request
- Customs, trade and export controls · Arranged by WONE Global on request
- Contracts and commercial law · Arranged by WONE Global on request
- Tax and structuring · Arranged by WONE Global on request
- Accounting and annual filings · Arranged by WONE Global on request
- Employment, payroll and immigration · Arranged by WONE Global on request
- Banking and capital · Arranged by WONE Global on request
- Disputes and arbitration · Arranged by WONE Global on request
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Under NDRC Order No. 11, outbound investments involving sensitive countries, regions or sectors need NDRC approval before implementation, and other outbound investments are filed; a local enterprise files with its provincial development and reform department where the Chinese investment amount is below USD 300 million, and with the NDRC where it is USD 300 million or more or the investor is a centrally administered enterprise. Chinese enterprises investing abroad directly or through offshore entities they control. Order No. 11 has been the main NDRC regulation since March 2018. Whether Nigeria or the sector is sensitive must be checked against the current sensitive lists.
Secondary source: the official NDRC text of Order No. 11 could not yet be checked.
Under MOFCOM's Administrative Measures on Outbound Investment (Decree No. 3 of 2014), outbound investment in sensitive countries, regions and industries needs approval, other investment is registered, local enterprises register with the provincial commerce department, and an Enterprise Overseas Investment Certificate is issued. Chinese enterprises establishing or acquiring enterprises abroad; central state-owned enterprises register with MOFCOM itself. Effective 6 October 2014.
Unofficial English translation; the MOFCOM Chinese text could not yet be checked. Whether these measures have since been amended was not confirmed.
An Enterprise Overseas Investment Certificate lapses automatically if the overseas investment is not implemented within two years of the certificate date, and changes to certified details or termination of the investment must be reported to the commerce authority. MOFCOM Decree No. 3 of 2014, Articles 15 to 17.
Unofficial English translation; the MOFCOM Chinese text could not yet be checked.
Since 1 June 2015 SAFE no longer approves foreign exchange registration for outbound direct investment; banks directly review and handle the registration, with SAFE supervising indirectly through the banks. SAFE Circular Huifa No. 13 [2015], Article I. The English translation on the SAFE site is for reference; the Chinese text prevails.
Entities with direct investment must report their accumulated equity data as at the end of the previous year through SAFE's capital account information system by 30 September each year, and banks may not process capital account transactions for an entity that fails to report until it reports and explains. SAFE Circular Huifa No. 13 [2015], Article II(III), replacing the former annual inspection.
On 21 August 2026 the NDRC released draft revised outbound investment measures for consultation until 20 September 2026; the draft keeps the approval and filing framework but would require all offshore reinvestments to be reported at least 20 working days before implementation, add a national security review, and require a report on significant preliminary work at least 10 working days before signing where the Chinese investment exceeds USD 100 million. Draft only, not in force as at 19 October 2026; final text and effective date not yet published.
Secondary source summarising a draft; check the final measures when issued.
The NIPC Act permits foreign ownership of any enterprise, up to 100 percent, except for a negative list covering arms and ammunition, narcotics, military and paramilitary wear and items added by the Federal Executive Council. Sector regulators may impose their own ownership limits.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
CAC's checklist states that the minimum share capital for a company with foreign participation is N10,000,000. Companies with any foreign shareholding.
Checklist dated 2022; confirm the current figure with CAC before incorporation.
Foreign investors or professionals must obtain a business permit, being the written consent of the Minister of Interior, to carry on business in Nigeria. Immigration Act, section 36(1), as summarised by NIPC. Required alongside the expatriate quota for foreign-participation companies.
Companies must notify CAC of persons with significant control, meaning anyone holding directly or indirectly at least 5 percent of shares or voting rights, able to appoint or remove a majority of directors, or otherwise exercising significant influence or control. Filed on Form CAC-PSC 01, with changes on Form CAC-PSC 02.
SAFE has relaxed the administration of certain capital-account items since the end of 2012, but capital-account transactions remain separately regulated. Capital-account items: changes in debt and equity from capital flows.
Secondary source.
The Export Control Law was adopted on 17 October 2020 and took effect on 1 December 2020. Dual-use items, military products, nuclear and other controlled items.
NPC Observer is an independent tracker of National People's Congress legislation; used for adoption and effective dates because the official NPC page was not fetched. Confirm against the official Chinese text.
Every taxable person must register with the relevant tax authority and obtain a Taxpayer Identification number (Tax ID), which is also a condition for contracts with government ministries, departments and agencies.
OCR-scanned gazette text; the commencement line refers to January 2026 without a legible day.
Nigeria's tariff-based incentives reflect the ECOWAS Common External Tariff and the 2023 Fiscal Policy.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
Equipment and machinery for the power sector under HS headings 84, 85 and 90 attract 0 percent import duty, with similar 0 percent rates for agricultural and solid minerals machinery. Import duty exemption applications require CAC registration, a valid Tax ID and ministry endorsement.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
The standard corporate income tax rate is 25 percent. Resident enterprises; reduced rates apply to qualifying small low-profit enterprises, high and new technology enterprises and encouraged enterprises in the western regions.
Secondary source (PwC, last reviewed 22 July 2026); State Taxation Administration page not fetched.
NIPC lists China among the countries with which Nigeria has a double taxation agreement. Other partners listed include Belgium, Canada, the Netherlands, Singapore, South Africa and the United Kingdom.
FIRS lists maximum treaty withholding rates for residents of China of 7.5% on dividends, 7.5% on interest and 7.5% on royalties paid to companies, applying from 1 July 2022 where the domestic rate is higher. Beneficial owners resident in China that comply with the FIRS public notice and Circular No. 2022/15 procedure; royalties paid to individuals 5%. Whether the Nigeria Revenue Service has reissued this notice under the Nigeria Tax Administration Act 2025 was not confirmed.
The notice was opened as a copy hosted by KPMG; the original FIRS page was not located. FIRS has since been replaced by the Nigeria Revenue Service.
Under the Nigeria Tax Act 2025, companies income tax is 30 percent, while small companies (turnover of N100 million or less and assets of N250 million or less) are taxed at 0 percent. Small companies are also exempt from capital gains tax and the development levy but must still file returns with the NRS.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
A development levy of 4 percent of assessable profit applies to companies subject to the Nigeria Tax Act, other than small companies and non-resident companies.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
VAT is charged at a standard rate of 7.5 percent, with zero rating for items including non-oil exports, basic food, medical products and services, educational materials and residential electricity. Nigeria Tax Act 2025, sections 144-151 and First Schedule.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
Transactions between connected persons are treated as artificial or fictitious, and may be adjusted by the tax authority, if they are not made on arm's-length terms. Connected persons as defined in section 191 of the Nigeria Tax Act 2025; guidelines or regulations may be issued.
OCR-scanned gazette text; the commencement line refers to January 2026 without a legible day.
Employers must enrol employees in five social insurance schemes (pension, medical, work injury, unemployment and maternity) and contribute to the housing provident fund, and foreign nationals employed in China are also covered by social insurance. Where a bilateral social security agreement applies, it governs coverage of the foreign worker; contribution rates are set locally.
English reference page on the Shanghai government portal; content credited to the Ministry of Commerce (mofcom.gov.cn). National rule; local implementing rules can differ.
Foreign nationals may occupy designated roles in Nigerian businesses only under an expatriate quota, which is needed for employment authorisation. Immigration Act, section 36(1).
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
Taxes on resident individuals are administered by the relevant State or Federal Capital Territory tax authority, while the Nigeria Revenue Service administers companies' taxes and VAT. Relevant to employee income tax withholding; which state applies was not confirmed.
OCR-scanned gazette text; the commencement line refers to January 2026 without a legible day.
China acceded to the New York Convention on 22 January 1987, effective 22 April 1987, applying it only to awards made in another contracting state and to differences arising from commercial legal relationships. China has extended the Convention to Hong Kong and Macao.
The NIPC Act guarantees foreign investors unconditional transferability, through an authorised dealer in a freely convertible currency, of net dividends, loan servicing payments and sale proceeds.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
For the export-profits exemption, all inflows must be accounted for in line with Central Bank of Nigeria regulations, for example through Certificates of Capital Importation. Nigeria Tax Act 2025 section 51, as summarised by NIPC.
Official NIPC summary, stated to be not legally binding; the underlying Act could not yet be checked directly. Section references in the booklet are inconsistent in places.
NIPC lists China among the countries with which Nigeria has an Investment Promotion and Protection Agreement. Other partners listed include France, Germany, the Netherlands, South Africa and the United Kingdom. The treaty text, entry into force and dispute settlement terms were not checked.
Nigeria acceded to the New York Convention on 17 March 1970, with entry into force on 15 June 1970, and applies it only to awards made in another contracting state and to commercial relationships. Reciprocity and commercial reservations.
