01
Vehicle design
An offshore hold-co (familiar to the group treasury) with a Nigerian opco subsidiary — sized for repatriation and the group’s transfer-pricing posture from day one.
Matter active · 2025
Home/ Representative matters/ Brief 02/07
Market-entry structure for a European industrial investor.
A European industrial group sought a Nigerian operating presence inside a 90-day target window. The firm engineered the entry vehicle, ran the permit programme in parallel with real-estate due diligence, and negotiated the long-form local partnership that anchored operations from day one.
- File ref
- BR-02 / 07
- Sector
- FDI · Industrials
- Year
- 2025
- Forum
- CAC · NIPC · sector regulator
- Outcome
- On-target opening
01 The mandate
What the firm was instructed to do.
The three sides of every brief: the client, the ask, and the constraint that defined the route.
Client
European industrial group
A mid-cap manufacturer with existing presence in two African markets, planning a third operating subsidiary in Nigeria.
Ask
Operate within 90 days
Open a permitted, banked and physically housed Nigerian opco inside a 90-day target window driven by the group capex plan.
Constraint
Capex committed against the date
Equipment had already shipped against the opening date — any slip in permits would carry storage and demurrage cost to the group.
02 The forum
Where the matter was fought.
Court, regulator and counterparty — the three surfaces the strategy had to clear.
- Registrar
- CAC · NIPC business permit
- Regulator
- Sector licensing authority · standards body
- State / local
- State revenue · physical-planning approvals
03 The strategy
Four moves that defined the file.
Not a chronology — the deliberate sequencing of instruments that produced the outcome.
02
NIPC + CAC fast-track
Parallel-filed CAC incorporation, NIPC business-permit application and tax registrations to compress the regulatory clock by eight weeks.
03
Real-estate diligence
Title and zoning diligence on the proposed industrial site, sequenced so the lease executed the same week the operating permit landed.
04
Long-form partnership
Negotiated a shareholders’ and offtake agreement with the local partner — designed for governance, repatriation and an orderly exit, not just signature.
04 The workstream
How the time was spent.
Four phases with the deliverable each produced. Phases overlap by design.
Phase 01 · Week 1 – 2
Vehicle
Holdco / opco structure agreed with group treasury; CAC incorporation filed; NIPC permit application prepared.
Incorporation pack · NIPC filingPhase 02 · Week 3 – 7
Permits
Sector licensing, tax registrations and state approvals run in parallel; standards-body inspection scheduled.
Business permit · TIN · sector licencePhase 03 · Week 4 – 9
Real estate
Industrial land diligence completed; lease negotiated and registered; physical-planning approvals secured.
Title report · lease · physical-planningPhase 04 · Week 8 – 13
Partnership
Shareholders’ and offtake agreements negotiated and signed; CCI completed for the inbound capital.
Shareholders’ agreement · offtake · CCI05 Instruments deployed
The legal tools used on this file.
A working register of the principal instruments — for context, not procedure.
No. 01CAC incorporation packVehicle
No. 02NIPC business permitPermission
No. 03Certificate of Capital Importation (CCI)Capital
No. 04Sector operating licencePermission
No. 05Industrial-land title reportDiligence
No. 06Shareholders’ & offtake agreementGovernance
06 Outcome metrics
What success looked like in numbers.
The four figures the firm tracked at close — anonymised, but real.
92d
From engagement letter to operational opening.
4
Federal and state permits sequenced in the same calendar.
1
Long-form local partnership negotiated and signed.
100%
Of the group’s capex window absorbed on schedule.
07 Bench on the matter
Who carried the file.
Lawyers identified by role — engagement letters carry the names.
Foreign direct investment
Lead Partner
Authored the entry structure and led the partnership negotiation; primary point with the group’s general counsel.
Commercial & transactions
Senior Associate
Drove the parallel-permit programme and ran the real-estate diligence track.
“Market entry is engineered, not improvised. Every permit is a dependency in the gantt chart of operations.”
— Lead partner, Foreign direct investment
08 Lessons we now bake in
What this file changed in how the firm works.
Every closed brief produces an entry in the firm’s working manual. These three came from this matter.
Lesson · 01
CCI before naira-denominated payments
A Certificate of Capital Importation completed before the first naira payment preserves the repatriation pathway for the life of the investment. The firm now treats CCI as a Day-1 instrument.
Lesson · 02
Real-estate DD takes longer than the licence
On industrial deals, title and physical-planning diligence is the critical-path item — not the sector licence. Sequence it accordingly.
Lesson · 03
Partnership terms are the entry strategy
A shareholders’ agreement written for governance and exit — not just incorporation — is what determines whether the operating subsidiary is ever an asset to the group.
09 Practice areas engaged
The cells of the firm this file drew on.
Most briefs touch three or more practice areas. Here are the three that carried this one.
Confidentiality notice All identifying details have been removed in accordance with the firm’s confidentiality obligations and the Rules of Professional Conduct for Legal Practitioners. Sectors, periods, instrument lists and outcomes are illustrative of the matter type — not a representation of specific parties, courts or amounts. Specific matters are discussed only under engagement.