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How to Register a US Company from Nigeria

June 18, 2025

How to Register a US Company from Nigeria

In 2024, African startups raised a total of $2.2 billion in funding. This represents a 25% decrease compared to the $2.9 billion raised in 2023. Despite the overall decline, the second half of the year saw a significant rebound, with $1.4 billion raised, nearly double the $780 million from the first half.

With such a rapid technological expansion comes great opportunity, and one of the countries that has benefited the most from this situation is Nigeria – the continent’s largest economy.

That said, the US is still the biggest market for tech investment in the world, and many Nigerian entrepreneurs can seize on that opportunity by incorporating their companies in the United States.

It may come as a surprise to you, but registering a Delaware C Corporation as a Nigerian citizen is as simple for foreigners as it is for US residents.

Depending on your situation and the tools you utilize, you can form a US company from Nigeria in as little as ten minutes.

But before you make the decision to incorporate, take a moment to read further and learn:

Why entrepreneurs from all over the world decide to incorporate in the US
What are the requirements to register a US business from Nigeria
How to perform a “Delaware Flip” and transfer your company’s registration to the US
Process of getting a Registered Agent in the United States
Everything a Nigerian startup founder has to know about taxes, work visas and hiring in the US

Benefits of starting a US business from Nigeria

You might be wondering why anyone should register a company in the US if they’re based in Nigeria. There are a couple of reasons why it can be beneficial for startup founders to start in or transfer their business to the United States:

The access to venture capital markets and startup investors is much better in the US than anywhere else in the world
The United States is the biggest market for software and tech
The US market offers better opportunities for growing, selling, or even taking your business public
More efficient tax and corporate structures which are familiar to potential investors, strategic partners, employees, and acquirers.

If you’re starting a company, there are three major contexts in which the jurisdiction of your company matters, one for each of the primary phases of the startup lifecycle. The next sections detail some of the advantages of incorporating in Delaware when it comes to raising money, getting liquidity, and post-exit taxes.

Fundraising advantages to incorporating in Delaware from Nigeria

The US is home to the largest venture capital market in the world, and many US investors are excited to invest in great opportunities in rapidly expanding markets like Nigeria.

The downside, though, is that most US investors aren’t familiar with Nigerian tax and compliance rules, and the amount of money they’re investing doesn’t justify hiring lawyers in Nigeria to facilitate the transaction.

Since Delaware is the legal domicile of choice for venture-backed businesses (and over 60% of Fortune 500 companies), and it’s easy to incorporate in Delaware from basically anywhere, the most successful Nigerian founders incorporate in Delaware because it’s easier to raise money that way.

Don’t take our word for it either. Let’s look at the data. Here are the top 5 largest venture funding rounds raised by Nigerian startups over the past year:

Moniepoint: A fintech company, formerly known as TeamApt, secured a $110 million Series C round led by Development Partners International, making it the largest funding round for a Nigerian startup in 2024.
Moove: This Nigerian mobility fintech startup raised $100 million in funding to expand its vehicle financing services for ride-hailing and delivery app drivers.
Yellow Card: A cryptocurrency exchange platform, raised $33 million in a Series C round led by Blockchain Capital, with participation from other prominent investors.
SunFi: A clean energy platform, closed a $1 million venture round in March with participation from Ventures Platform, Delta40, and Kaleo Ventures.
Agriarche: An agritech firm, secured $500,000 in debt financing from Sahel Capital to scale agricultural logistics and expand its storage network.

Many of these companies have something in common: their businesses are serving Nigeria (and other African countries), but the legal foundation they’re building their business is ultimately in Delaware.

Liquidity advantages to incorporating in Delaware from Nigeria

As soon as you take your first bit of venture capital funding, the clock starts ticking for when your company finds “an exit” for them.

Apart from buying your investors out or letting them sell shares in your company to a secondary buyer, the most common path to liquidity is by selling your startup to a bigger company.

Here’s another situation where legal jurisdiction matters. The biggest exits of Nigerian companies are to North American or European acquirers, and most of those entities are based in jurisdictions that are well-understood by mergers and acquisitions lawyers.

Here’s a quick case study of one of the biggest exits to come out of Nigeria. Paystack, founded in 2015 by two Nigerian entrepreneurs, Ezra Olubi and Shola Akinlade. The company built a digital payment platform that helps businesses accept payments online.

In 2020, the global payments company Stripe bought Paystack for about $200 million. This was a huge deal, especially since Paystack had only raised around $10.4 million from investors before the sale.

What helped make this big exit possible, besides the determination of the founders and the large market, was that both Stripe and Paystack were registered as companies in Delaware, USA. This made the legal and financial parts of the acquisition much easier.

Post-exit tax advantages to incorporating in the US from Nigeria

There are certain tax advantages to establishing your business as a Corporation in the United States, chief among them being how the country’s federal tax authorities treat profits made from the sale of stock (or other financial assets). If all goes well and you sell your company for a profit, you may have capital gains taxes to consider.

Here’s how it breaks down:

If you hold stock in a company for less than one year, and then sell that stock for a profit, those gains are taxed as “short term capital gains” which are taxed at the same rates as ordinary income.
If you hold stock and sell it for a profit after more than one year of holding the position, those returns are taxed as “long term capital gains.” Long term capital gains tax rates vary by income, but are capped at 20%.

However, if you hold stock in a U.S. Corporation (such as one incorporated in Delaware) for 5 years or more – and meet certain other criteria – that stock may be treated as Qualified Small Business Stock (QSBS).

Entrepreneurs with qualifying stock can be exempt from at least $10 million in long-term capital gains tax exposure, and possibly even more. (It’s a complex topic, but if you want to learn more about QSBS and why you should incorporate your startup as a Corporation instead of an LLC, check out this article.

6 steps to start a US company from Nigeria

To start a US company from Nigeria, follow these six steps:

Pick the entity type

When registering a business in the US, you choose from the following entity types: limited liability company (LLC), C corporation, S corporation, sole proprietorship, or partnership. The common assumption is that entrepreneurs seeking external funding from venture capital firms and angel investors should incorporate as C corporations rather than LLCs. Why? Read this article.

Pick the state to register your company in

A Delaware C Corporation is the optimal business structure. The great majority of tech companies and 70% of Fortune 500 corporations are registered in Delaware. Why? Investors favor Delaware for incorporation due to the state’s favorable legal and tax climate. (Want more information? Read this piece.

File your articles of incorporation

Capbase makes this extremely easy, and the paperwork process to incorporate your US business takes only ten minutes. Capbase includes the amount in its annual flat price.

Get an employer an employer identification number (EIN)

The EIN is obtained from the Internal Revenue Service (IRS). This is required to open a bank account in the United States. Registration with the IRS permits your business to pay taxes. Capbase will secure an EIN for you. (Check out this article for additional information on this subject.)

Open a bank account in the United States

To conduct business in the United States, you must have a US bank account. Once you have your EIN, you can create a bank account.

File reports to keep your company in good standing

In Delaware, you are required to file an annual report. The deadline for submissions is March 1. Capbase includes tools for monitoring and maintaining compliance with filing obligations at all times.

How to move an existing company from Nigeria to the US (The Delaware Flip)

If your business is already established in Nigeria, you can move it to the United States using a method called the “Delaware Flip.”

You can register an existing company in Delaware at almost any time, but it’s easiest to do so when the company doesn’t have many outside shareholders. To put it another way, it’s best to start with a Delaware C Corporation from the very beginning.

The way this works is, you file articles of incorporation for a Delaware C Corporation and then buy and turn your Nigerian company into its subsidiary.

Step by step:

Hire Nigerian accountants and lawyers to make sure your business has all the approvals it needs from the government. You’ll also have to pay off any outstanding debt and equity.
Create a Delaware C Corp. This includes assigning shares and naming officers and directors. (If you use Capbase)
The shareholders of your Nigerian limited company agree to give all of the Nigerian company’s shares, cash, and intellectual property to the new US corporation. This turns the Nigerian company into a subsidiary. This means that you have to buy back their shares. You may want to use a clearance letter so that they don’t have to pay Income Tax on the money they get from you.
After you incorporate, you will need to file an annual report with the Delaware Secretary of State. Also, every corporation has to send the IRS a tax return annually.

After that, your new company registered in the United States will buy your Nigerian company and make it a wholly-owned subsidiary.

Hiring Nigerian employees with your US corporation

Once you’ve set up your Delaware C Corporation, you don’t have to hire only US citizens. You can recruit candidates from Nigeria, or anywhere else in the world, for that matter.

In order to do that you have two options:

Create a Nigerian company that will hire Nigerian employees, and make it a subsidiary of the US-based company
Use a remote payroll and compliance service like Deel or Remote.com, that helps you hire foreign workers as full-time employees or as international contractors. It’s worth noting that when you hire foreign workers as full time employees, these services act as the employee’s employer-of-record (EOR) and hire workers on your behalf.

Conclusion

Registering a Nigerian startup in the US gives you access to the world’s largest capital market and makes it possible to raise money from American venture capitalists, angel investors, and syndicates. And to register a Delaware C Corporation, you don’t need a US address, but you do need to hire a registered agent in Delaware.

If you want to work from Nigeria, your personal tax status will stay the same (your company will pay taxes in the US), and you won’t need a work visa. For your US-based company to hire Nigerian workers, you must either set up a Nigerian subsidiary or use an EOR service like Deel.

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