Nigeria
Georgia
Georgia makes it easy for a Nigerian founder to own a company: one shareholder, one director, no capital. Nigeria changed what that company means for its owner on 1 January 2026, when the Nigeria Tax Act 2025 took effect and started reaching income earned abroad, including profit left in a foreign company.
This guide puts the two systems side by side: how Nigeria now taxes a resident who owns a Georgian company, why the dividend should come home, what the absence of a treaty costs, and how to fund the company under the foreign exchange rules.
What Georgia asks of a Nigerian founder
- One shareholder and one director, who can both be Nigerian.
- No minimum capital for a limited liability company.
- A representative with a notarised power of attorney.
- A legal address in Georgia.
Documents take the consular route. Georgia is a party to the Apostille Convention, Nigeria is not. A Nigerian power of attorney or company document therefore needs authentication in Nigeria and legalisation by the Georgian mission accredited to Nigeria, then a Georgian translation. Start this chain first; it sets the timetable. The registry steps are in how to register a company in Georgia.
How Nigeria taxes the owner from 2026
Two acts gazetted on 26 June 2025 rewrote Nigerian tax law. The rules that matter for a Georgian company are these.
| Rule | Section | What it says |
|---|---|---|
| Resident individual | 12 | Taxed on income wherever it arises |
| Nigerian company | 6(1) | Includes a company whose effective place of management or control is in Nigeria |
| Controlled foreign company | 6(2) | Undistributed profits that could have been distributed are treated as distributed |
| Unilateral relief | 119 | Credit for foreign tax, capped at the Nigerian tax on that income |
| Foreign dividends brought home | 162(1)(s) | Exempt when brought into Nigeria through approved channels |
| Individual rates | Fourth Schedule | Up to 25% above NGN 50 million |
- Residence is broad: domicile, a permanent home, habitual abode, economic and family ties, or 183 days in twelve months.
- Report it yourself: the Tax Administration Act requires a yearly self-assessed return of income from every source.
- CFC details are pending: section 6(4) leaves the rules to the Nigeria Revenue Service. We did not find them.
3 questions
Which jurisdiction fits you?Answer three questions and get the three jurisdictions that match your situation.
Why the Georgian deferral does not survive
Georgia does not tax profit kept in the company. Nigeria's section 6(2) treats profit that a controlled foreign company could have distributed as distributed. Put together, the Georgian deferral gives a Nigerian resident owner little or nothing: the profit is taxed in Nigeria as if paid out.
A second rule closes the other door. A Georgian LLC whose decisions are all taken in Lagos can be a Nigerian company under section 6(1), taxed on its whole profit at company rates.
- Give the Georgian director real authority, recorded in minutes.
- Hold meetings and sign contracts in Georgia, not from Lagos.
- Keep the company's books and bank in Georgia.
The dividend: bring it home
Section 162(1)(s) exempts foreign dividends brought into Nigeria through approved channels. On 100 of Georgian profit, the difference is large.
| Step | Dividend brought home | Dividend left abroad |
|---|---|---|
| Georgian distribution tax (15% on the grossed-up base) | 15.00 | 15.00 |
| Dividend paid | 85.00 | 85.00 |
| Georgian withholding at 5% | 4.25 | 4.25 |
| Nigerian tax on the dividend at 25% | 0 | 21.25 |
| Credit under section 119 for the withholding | 0 | 4.25 |
| Total tax on 100 of profit | 19.25 | 36.25 |
Three cautions: the right-hand column assumes the top band; we credit only the withholding, not the Georgian company tax; and "approved channels" is not defined in the section, so confirm what your bank and the revenue service accept.
No tax treaty with Georgia
Nigeria is not among the 58 treaties in force listed by Georgia's Ministry of Finance. Georgian withholding applies in full, 5% on dividends, interest and royalties and 10% on other Georgian-source payments, and relief in Nigeria comes only from section 119. The Georgian side is detailed in the corporate tax guide.
Funding the company from Nigeria
Nigeria does not forbid investing abroad. The constraint is access to foreign currency, governed by the Central Bank's Foreign Exchange Manual, 4th edition, dated 1 June 2026.
| Point | Position | Source level |
|---|---|---|
| Outward investment | Not restricted for domestic firms | Government summary |
| Self-funded domiciliary account | Form A no longer required for outward remittances | Law firm summary |
| Direct transfers | Up to USD 10,000 a day without full trade documents | Law firm summary |
We could not open the manual itself; check each line with your bank. Size the Georgian company's capital to what you can move, and keep the paper trail: the route that funds the company is also the approved channel the dividend comes back through.
- 1Where will the company be managed?In Georgia, or it may be Nigerian under section 6(1)
- 2How will the capital leave Nigeria?Through your bank, documented
- 3How will the dividend come back?The same approved channel, to use section 162
- 4Then register in GeorgiaWith documents legalised by the consular route
The alternative: moving to Georgia
A Nigerian freelancer or founder who actually moves to Georgia changes the analysis. Once resident in Georgia and no longer resident in Nigeria, the Nigerian worldwide rules stop applying to new income, and Georgia's individual entrepreneur status can tax eligible turnover at 1%, as explained in the company types guide. Nigerian residence tests are broad; confirm you have truly left before relying on it.
The bottom line
A Georgian company still works for a Nigerian founder, but not as a place to park profit: Nigeria's CFC rule taxes undistributed profit, and management from Lagos can make the company Nigerian. Manage it in Georgia, distribute, and bring the dividend home through approved channels, and the total tax on 100 of profit is about 19. Leave it abroad and it nearly doubles.
corpsec registers the Georgian company and provides its registered office. See the Georgia formation service, or read how Georgian profit tax works.
Frequently asked questions
Can a Nigerian open a company in Georgia?
Yes. Georgia allows a single foreign shareholder and director with no minimum capital. Nigerian documents need consular legalisation, since Nigeria is not a party to the Apostille Convention.
How does Nigeria tax a Georgian company owned by a resident?
Since 1 January 2026, residents are taxed on worldwide income, and a controlled foreign company's undistributable profits can be treated as distributed. A company managed from Nigeria can also be treated as a Nigerian company.
Is there a tax treaty between Nigeria and Georgia?
No. Nigeria is not on Georgia's list of treaties in force. Relief for Georgian tax comes only from Nigeria's unilateral credit under section 119.
Are foreign dividends tax-free in Nigeria?
Under section 162(1)(s) of the Nigeria Tax Act 2025, dividends derived from outside Nigeria and brought in through approved channels are exempt. Confirm with your bank what counts as an approved channel.
Can I send money from Nigeria to fund a Georgian company?
Nigeria does not prohibit investing abroad. The practical limits come from the Central Bank's foreign exchange rules and your bank's access to foreign currency.
Sources
- Nigeria Tax Act 2025 (Act No. 7, Official Gazette of 26 June 2025), copy hosted by the Tax Appeal Tribunal: worldwide income of residents (sections 6 and 12), controlled foreign companies (section 6(2)), unilateral credit (section 119), exemption of foreign dividends brought home (section 162)
- Nigeria Tax Administration Act 2025 (Act No. 5), copy hosted by the Tax Appeal Tribunal: annual self-assessed return of income from every source
- Ministry of Finance of Georgia, Double Taxation Avoidance Treaties: 58 treaties in force, none with Nigeria
- HCCH status table of the Apostille Convention: Georgia is a party, Nigeria is not listed
- Tax Code of Georgia (consolidated 15 October 2026): distribution tax at 15% on a base divided by 0.85 (Articles 97 and 98), 5% dividend withholding (Article 130)
Official, read on 5 October 2026 for this series: the Nigeria Tax Act 2025 and the Nigeria Tax Administration Act 2025 as gazetted on 26 June 2025, in the copies hosted by the Tax Appeal Tribunal, whose two file names are swapped; the HCCH status table. Official, read on 26 October 2026: the Georgian treaty list and the Georgian Tax Code. Secondary: the Central Bank of Nigeria Foreign Exchange Manual, 4th edition, read through a law firm summary because the document could not be opened. Our calculations assume the top 25% band for a Nigerian individual and do not credit the Georgian company-level tax against Nigerian tax on the dividend; confirm both with your adviser. The Nigeria Revenue Service's detailed rules on controlled foreign companies were not found. This is not legal or tax advice.