Delaware, CAC, and other jurisdictions

Delaware is a U.S. state known for its business-friendly legal environment; several technology companies choose this jurisdiction for their company incorporation, and ease of access to foreign investors.

Itana is building Africa’s first free zone for digital, technology, and service-based businesses to grow the digital economy of the continent. Global companies looking to expand into Africa, as well as growth-stage African companies, incorporate in Itana in order to scale their operations into new markets.

Incorporating a company in Itana, Delaware, or other jurisdictions can serve complementary purposes. For example, a Delaware-registered company can register a subsidiary in Itana, thereby leveraging the benefits of an Itana FZE to access incredible talent, operate in foreign currency, tax benefits, and so on. The Itana-registered subsidiary can serve as a cost center, thereby optimizing operations costs.

A Nigerian company established and regulated by the Corporate Affairs Commission (CAC) is a corporate entity and they’re issued a Certificate of Incorporation to operate in the Nigerian customs territory.

In contrast, a Free Zone Enterprise is established and regulated by the Nigeria Export Processing Zones Authority (NEPZA) (and/or the Authority that controls the specific free zone in which they operate). They’re issued a Certificate of Registration and an Operating License, to operate in a specific Free Zone in Nigeria e.g. the Itana Free Zone.

There is no direct relationship between the entities registered with the CAC and the FZEs. It is however possible to have the CAC (or other entities) as a shareholder in the FZE, thus establishing an ownership connection, and this involvement will only be limited to a shareholder.

Kindly note that you have the full right to decide on the structure of your business.

• CAC companies are subject to the existing Nigerian laws relating to tax (including corporate income tax and VAT), customs, and business operations, while in contrast, Free Zone entities benefit from relevant tax exemptions and incentives including exemptions from VAT, customs duties on import and exports and corporate income tax. FZEs are also entitled to 100% capital repatriation at any time. Kindly note that Free Zone entities are required to comply with extant tax reporting and compliance obligations required by law.
• There are expatriate quotas for CAC companies that have to be obtained before engaging foreign nationals, but FZ entities are exempt from expatriate quotas
• The share capital of a CAC company can only be denominated in Nigeria and shares can be issued to shareholders before the share capital is fully paid up, while a Free Zone entity can denominate its share capital in Naira or US Dollars. The share capital of a Free Zone entity should be fully paid up before shares are issued.

Every part of Nigeria other than the Free Zone is designated as the Customs' Territory. Operating a company from the Customs' Territory signifies that you’re a Nigeria-registered company with the Corporate Affairs Commission (CAC). It also means that the company won’t have access to the benefits of the Free Zone.

Kindly note that a subsidiary of the company registered in the Customs' Territory can also be incorporated in the Free Zone in other to access the benefits of a Free Zone entity.

Yes, companies registered in other jurisdictions can register and take advantage of the Itana Zone. All that is required is to incorporate the business as a separate entity, obtain the operating license, and start enjoying the benefits of the free zone.

When you register a Free Zone Enterprise in Itana, the regulation stipulates that your new enterprise is separate from your other entities. This means that if you run a Delaware or CAC-registered company and you’re interested in incorporating a business in the Itana Zone, you’ll need to register in Itana as a different entity. You could either register your Itana FZE as a subsidiary, affiliate, or a completely standalone entity.

Kindly note that your Free Zone Enterprise must have clearly separate books from your other entities.

As a free zone is a separate jurisdiction, an entity can register the same or similar name with Itana and other jurisdictions. However, the different companies will be distinguished by the abbreviations that signify the form of corporate structure in the respective countries e.g. Flinstone Ltd (CAC); Flinstone FZE (Free Zone); Flinstones Inc. (Deleware).

Kindly note that no two business entities can be registered with the same name in one jurisdiction.