Section 2: Registration as a foreign or external company, filing obligations, share transfers and charges

(1) Without prejudice to Section 1 of this Act, the Company shall establish a legal presence in Nigeria and shall be exempted from any requirement in the Companies and Allied Matters Act to incorporate as a separate local legal entity and the Commission shall maintain a registration for the Company as an external company.
(2) In order to register as an external company, the Company shall deliver a statement to the Commission containing the following information about the Company-
(a) its name;
(b) its country of incorporation, its registration number and the identity of the register in its country of incorporation;
(c) the address of its registered office in its country of incorporation;
(d) copies of its constitutional documents;
(e) details of its directors and secretaries;
(f) the amount of its authorised and issued share capital;
(g) the address of any office of the Company in Nigeria; and
(h) the name and address of all persons resident in Nigeria authorised to accept service on behalf of the Company in respect of the business of any branch of the Company in Nigeria.
(3) The Company shall not be required to comply with any reporting and filing requirements under any law or enactment other than the following reporting requirements-
(a) the Company shall notify the Commission of any change to the information contained in the statement delivered under subsection (2) of this section within 28 days of the change occurring thereof; and
(b) the Company shall submit to the Commission audited financial reports prepared in accordance with section 3 of this Act within 6 months of the end of each tax year.
(4) Notwithstanding anything to the contrary contained in any enactment or law, there shall be no restriction on the ownership of any transfer of, or any transaction concerning, shares in or the share capital of the Company and any sale, transfer, pledge of or other transaction in the share capital of the Company or the share capital of a shareholder shall not be subject to any prior approval of any authority in Nigeria nor shall it give rise to any right to suspend or revoke a project authorisation or a project right nor to amend the terms or conditions thereof.
(5) If the Company creates a mortgage, charge or other security interest over any property situated in Nigeria, the Company or the holder of the security interest may register the charge with the Commission, or with any other appropriate registry, in the same manner as a company incorporated in Nigeria.
(6) In respect of a mortgage, charge or security interest registered as provided in subsection (5) of this section, section 198 of the Companies and Allied Matters Act shall apply to the Company in the same manner as a company incorporated in Nigeria.
[Cap. 59 LFN.]