Nigeria
Wyoming
Wyoming asks a Nigerian founder for nothing: no residency, no visit, no local partner. The filing costs $100 and takes a day.
Nigeria is the side that changed. The Nigeria Tax Act, 2025 took effect on 1 January 2026, and it reaches both you and, in many cases, the LLC itself.
This page spends most of its length there, then on the banking question, where two of the three main provider lists name Nigeria.
Why Nigerian founders look at Wyoming
The motive is rarely tax. It is card payments and a dollar balance.
- Stripe does not open accounts for Nigerian businesses. Its country page lists Nigeria under its extended network, served through Paystack.
- A Wyoming LLC applies to Stripe as a US business. Approval is Stripe's own decision, and what it asks of a representative living in Nigeria was not confirmed on a Stripe page.
- Clients and marketplaces often pay US companies more readily than foreign individuals.
- Wyoming is the low cost US option for a solo founder who will not raise venture capital.
None of this changes what you owe in Nigeria. That is the part most guides leave out.
The Wyoming side, in five lines
The US mechanics are identical for every non-resident, so this page only points to them.
| Topic | Short answer | Full guide |
|---|---|---|
| Filing | $100, or $102.40 online. No nationality or residence condition | Forming a Wyoming LLC from abroad |
| Yearly state cost | $60 annual report, $61.44 online, plus a registered agent | Wyoming LLC cost |
| Federal income tax | None on business profit without a US trade or business | Wyoming LLC taxes for non-residents |
| Form 5472 | Due each year with a pro forma Form 1120. Penalty: $25,000 | Same guide |
| Ownership report | None since 14 August 2026 for US formed companies | Wyoming LLC for non-residents |
What changed in Nigeria on 1 January 2026
Two Acts gazetted on 26 June 2025 replaced the old income tax statutes. The tax office is now the Nigeria Revenue Service, and guides that still cite FIRS or the Personal Income Tax Act are quoting repealed law.
| Provision | What it says |
|---|---|
| Section 12 | A resident individual's income is taxable in Nigeria "wherever they arise, and whether or not" brought into Nigeria |
| Section 6(1) | The profits of a Nigerian company are taxable "wherever the profits arise" |
| Section 202 | A Nigerian company includes one whose central or effective place of management or control is Nigeria |
| Section 6(2) | Undistributed profits of a foreign company "controlled by a Nigerian company" can be treated as distributed |
| Section 119 | Foreign tax paid can be credited against Nigerian tax, with no treaty needed |
| Section 162(1)(s) | Foreign dividends, interest, rent and royalties are exempt when brought in "through approved channels" |
You: residence and worldwide income
Residence is not only a day count. Section 202 lists six tests, and meeting one is enough.
- Domicile in Nigeria.
- A permanent place available for your domestic use in Nigeria.
- A place of habitual abode in Nigeria.
- Substantial economic and immediate family ties in Nigeria.
- 183 days or more in Nigeria in a 12 month period, leave included.
- Serving as a Nigerian diplomat abroad.
A founder living in Lagos meets several at once. A founder who moved abroad but kept a family home in Nigeria should not assume the 183 day test settles it.
Three practical points follow from the administration Act.
- Your state tax authority handles you, not the federal service. Resident individuals are administered by the state where they live.
- A Tax ID and a yearly return are required, and the return covers "income from every source".
- Penalties are monthly. Not registering costs N50,000 then N25,000 a month. Not filing costs N100,000 then N50,000 a month.
The company: a Wyoming LLC run from Lagos
This is the point the available guides do not connect. The Act defines a Nigerian company by three alternative tests, and only the first is about where it was formed.
- Formed or registered under a Nigerian law.
- Central place of management or control in Nigeria.
- Effective place of management or control in Nigeria.
A solo founder who signs the contracts, runs the account and takes every decision from Lagos has a company managed and controlled in Nigeria. On the text, that Wyoming LLC is a resident company, taxable in Nigeria on its profits wherever they arise.
The US label does not help. The IRS treats a single member LLC as transparent, but Nigeria applies its own definition of a company, which covers one established under any law "in force in Nigeria or elsewhere".
- 1Are you a Nigerian resident?One of six tests is enough. If not, Nigeria taxes only Nigerian source income
- 2Is the LLC managed or controlled from Nigeria?If yes, it is a Nigerian company on the text of section 202
- 3If yes: company tax in Nigeria0% for a small company, otherwise 30% plus a 4% development levy, with a yearly company return
- 4If no: personal tax on what you earn from itAt the individual rates, with a credit for any foreign tax paid
| If the LLC is a Nigerian company | Rule |
|---|---|
| Rate, small company | 0% |
| Rate, any other company | 30%, to fall to 25% on a date set by presidential order |
| Development levy | 4% of assessable profits, small companies excluded |
| Yearly return | Required of every company, "whether or not it is liable to pay tax" |
| Small company test | Turnover of N100 million or less and fixed assets of N250 million or less |
This is our reading of the statute. We found no published position of the Nigeria Revenue Service on foreign LLCs managed from Nigeria, so confirm it with a Nigerian tax adviser before relying on either answer.
Small company: two points where the sources diverge
| Question | Positions found | What the gazetted text says |
|---|---|---|
| Turnover ceiling | N50 million in several widely read guides | N100 million, with fixed assets up to N250 million |
| Professional services | Rarely mentioned | The Tax Act's definition has no exclusion. The administration Act's "small business" definition excludes "any business providing professional services" |
The N50 million figure comes from the bill, not the Act. The second point is an inconsistency between the two Acts themselves, and it matters to consultants and agencies. Do not assume the 0% rate without advice.
The controlled foreign company rule, and who it reaches
Nigeria now has a controlled foreign company rule, in section 6(2). It is narrower than its name suggests.
- It applies to a foreign company "controlled by a Nigerian company". An individual shareholder is not mentioned.
- It treats undistributed profit as distributed to the Nigerian parent, to the extent it could have been paid out without harming the business.
- It needs implementing rules from the Nigeria Revenue Service under section 6(4). We found none.
- It matters if your Nigerian limited company owns the LLC. Holding the LLC personally puts you under the residence tests above instead.
No US treaty, and the two reliefs that exist anyway
Nigeria is not on the IRS list of treaty countries. For a transparent LLC with no US business this changes little, because there is usually no US tax to relieve.
| Relief | Where | Limit |
|---|---|---|
| Unilateral foreign tax credit | Section 119 | The lower of the foreign tax paid and the Nigerian tax on that income |
| Exemption for foreign passive income | Section 162(1)(s) | Dividends, interest, rent or royalties only, brought in "through approved channels" |
The exemption is real, and easy to overread. Business profit is not on the list. Whether a distribution from a single member LLC counts as a dividend in Nigeria is not answered by the Act.
Banking: two lists name Nigeria
The account is a private decision, and each provider publishes its test. The full comparison is in Wyoming LLC bank account for non-residents.
| Provider | Nigeria on its list | Test applied | Page read |
|---|---|---|---|
| Mercury | Yes | Where the founder lives | Edited 30 Sep 2026 |
| Relay | Yes | Citizenship or residency of any owner | Updated 11 Aug 2026 |
| Wise | No | Where the user is | Read 5 Oct 2026 |
- Living in Nigeria closes Mercury and Relay. Neither is a sanctions decision. Both are company policy.
- Living abroad reopens Mercury only. Its page says a citizen of a listed country who resides elsewhere "may still be eligible".
- Relay also tests the passport. A Nigerian citizen in London or Toronto is refused unless Thread Bank grants an exception.
- Wise is not a clear yes. Nigeria is absent from its closed list, and also from its list of countries where an account can hold money. Its page on US dollar account details names Nigeria among the addresses where they are unavailable. Ask Wise in writing.
- Payoneer and Nigerian dollar receiving fintechs are the usual fallback. We read no eligibility page for any of them, so treat them as unconfirmed.
- 23 Jul 2024Press reports Mercury closing accounts tied to Nigerian addresses
- 26 Jun 2025Nigeria Tax Act and Tax Administration Act gazetted
- 1 Jan 2026Both Acts take effect
- 24 Mar 2026CBN circular on diaspora remittances and compliance
- 14 Aug 2026US ownership reporting ends for US formed companies
- 30 Sep 2026Mercury's list still names Nigeria
The 2024 closures were reported as based on business and residential addresses and on where account activity came from. A US address on the form does not change where you log in from.
Bringing dollars home: the CBN side
Owning a foreign company is not prohibited. The Central Bank of Nigeria regulates how foreign currency moves through Nigerian banks.
We could confirm the bank's 2026 circulars by title and date on its own index, but could not open the documents. The figures below come from a law firm's analysis of the Foreign Exchange Manual 2026, reported in force from 1 June 2026.
| Reported rule | Reported figure |
|---|---|
| Outward transfer from a self funded domiciliary account | Up to $10,000 a day, without Form A |
| Cash withdrawal on an inbound transfer | Capped at the naira equivalent of $200, the rest through a bank account |
| Repatriation of export proceeds, non oil | Within 90 days, 1% penalty |
- Confirm each figure with your bank before planning around it.
- One open question: whether fees an LLC collects for work done in Nigeria are export proceeds to be repatriated. No source we read answers it.
- The tax link is direct. The passive income exemption applies only to money brought in "through approved channels".
Where it goes wrong
- Forming first, checking the bank second. A founder living in Nigeria should read the provider lists before paying a filing fee.
- Giving a false residence to pass a list. It is the one mistake that cannot be repaired.
- Treating the LLC as invisible to Nigeria. Worldwide income and the management test both apply from 2026.
- Relying on the N50 million threshold, or on the 0% rate for a professional services business.
- Buying a beneficial ownership filing. Some Nigeria focused guides updated in October 2026 still sell one. It has not been due since August 2026.
- Skipping Form 5472 in a year with no revenue. The duty and the penalty are covered in Wyoming LLC annual report and compliance.
The bottom line
From Nigeria, the Wyoming filing is the easy step. The decision rests on two questions that have nothing to do with Wyoming.
- Where do you live? That decides Mercury, and with your passport, Relay.
- Where is the company run from? That decides whether Nigeria taxes you alone, or the LLC as a Nigerian company.
Answer both in writing, with a Nigerian tax adviser for the second, before you form. If the answers hold, the US side can be handled properly from the start: the filing, the registered agent and the EIN that every provider asks for. See what the Wyoming LLC formation service covers before you apply to a bank.
Frequently asked questions
Can a Nigerian own a Wyoming LLC?
Yes. Wyoming sets no citizenship or residence condition, and nothing we read in Nigerian law prohibits owning a foreign company. The constraints are Nigerian tax, foreign exchange rules and the bank's own country list.
Does a Wyoming LLC give a Nigerian founder Stripe?
It lets the company apply as a US business, which a Nigerian business cannot do directly. Stripe lists Nigeria under its extended network through Paystack. Approval remains Stripe's decision, and its conditions for a representative living in Nigeria were not confirmed.
Can I open Mercury or Relay while living in Nigeria?
Not under their published rules. Mercury's page, edited on 30 September 2026, lists Nigeria and tests residence. Relay's page, updated on 11 August 2026, lists Nigeria and tests citizenship or residency. Both lists can change without notice.
I am a Nigerian citizen living abroad. Does that change things?
It does at Mercury, which looks at where you live and says citizens of listed countries residing elsewhere may still be eligible. It does not at Relay, which also refuses on citizenship unless an exception is granted.
Do I pay Nigerian tax on income from my Wyoming LLC?
If you are a Nigerian resident, yes. Since 1 January 2026, section 12 of the Nigeria Tax Act taxes a resident's income wherever it arises. The individual rates run from 0% to 25%.
Can the LLC itself be taxed in Nigeria?
On the text of the Act, yes, if its central or effective place of management or control is Nigeria. It would then be a Nigerian company, taxed at 0% as a small company or at 30% otherwise. Confirm your case with an adviser.
Is there a tax treaty between Nigeria and the United States?
No. Nigeria is not on the IRS treaty list. Nigerian law still gives a unilateral credit for foreign tax paid, under section 119, limited to the Nigerian tax on the same income.
Does Nigeria's controlled foreign company rule apply to me?
Section 6(2) applies to a foreign company controlled by a Nigerian company, not by an individual. It matters when your Nigerian limited company holds the LLC, and it still awaits implementing rules.
Sources
- Nigeria Tax Act, 2025 (Act No. 7, Official Gazette of 26 June 2025): commencement on 1 January 2026, sections 6, 12, 56, 59, 119 and 162, the definitions of Nigerian company, resident individual and small company in section 202, and the individual rates in the Fourth Schedule
- Nigeria Tax Administration Act, 2025 (Act No. 5): state tax authorities administer resident individuals, every company files a yearly return, and the penalties for not registering or not filing
- IRS list of United States income tax treaties, reviewed 3 January 2026: Nigeria is not on it
- Mercury, Prohibited countries (edited 30 September 2026): Nigeria is listed, and the test is country of residence, not citizenship
- Relay, Prohibited Countries (updated 11 August 2026): Nigeria is listed, and the test is citizenship or residency of any owner
Official, read in full on 5 October 2026: the gazetted text of the Nigeria Tax Act, 2025 and the Nigeria Tax Administration Act, 2025, in the copies hosted by the Tax Appeal Tribunal, and the prohibited country pages of Mercury and Relay. Official, read through a summary tool and to be reread before quoting: the IRS treaty list, Stripe's country page and two Wise help pages. Confirmed on the Central Bank of Nigeria's own index by title and date only: the circulars named in the text, whose documents could not be opened. Reported by a law firm analysis and not read at source: every figure from the Foreign Exchange Manual 2026. Press report: the July 2024 Mercury closures. Our reading of the statute, not a published position of the Nigeria Revenue Service: how the definition of Nigerian company applies to a Wyoming LLC, and how its distributions are classified. No implementing rules for section 6 were found. Wyoming and federal figures come from the guides of this series. To reconfirm before acting: bank lists, which change without notice, and your own residence and management facts, with a Nigerian tax adviser. This is not legal or tax advice.