AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
Yes. Section 18(2) of CAMA 2020 lets one person form a private company, and section 271 lets a small company have a single director. Single-shareholder companies need not hold an AGM, but the sole member must record decisions and give them to the board. If the owner is a foreign national, or the company outgrows the small company limits, it needs two directors and a secretary.
Before CAMA 2020, a Nigerian company needed at least two shareholders, which pushed many diaspora founders into adding a relative as a token second member. That is no longer necessary. A one-person company is legal and common, but running one from abroad leaves gaps the law does not fill for you. This guide covers both.
What the law allows
- One shareholder: section 18(2) of CAMA 2020 says one person may form and incorporate a private company.
- One director: section 271 allows a small company to have one director, as Udo Udoma & Belo-Osagie summarise. Other companies need at least two.
- No company secretary: section 330 exempts small companies.
- No AGM: section 237 exempts small companies and single-shareholder companies from holding annual general meetings.
- Decisions in writing: under section 266(4), a sole member whose decision has the effect of a resolution must give the board details of it, and failing to do so is an offence with a daily penalty.
- Audit: section 402 exempts small companies (other than banks, insurers and companies CAC prescribes) from audit.
The small company test decides how light the rules are
Section 394 defines a small company as a private company with turnover of not more than ₦120 million and net assets of not more than ₦60 million (amounts CAC may change), with no alien or government member, and whose directors hold at least 51% of the equity. A sole owner who is also the sole director holds 100%, so the usual questions are size and nationality.
| Your situation | Directors needed | Secretary needed |
|---|---|---|
| Nigerian citizen abroad, sole owner, within the limits | One | No |
| Nigerian citizen abroad, sole owner, turnover above ₦120m | Two | Yes |
| Foreign national sole owner | Two | Yes |
| Sole owner is a foreign company | Two | Yes (and NIPC registration) |
For the nationality question, see dual citizen shareholders; for the foreign-company case, see setting up a Nigerian subsidiary.
Practical gaps when the only person is abroad
Someone has to be in Nigeria for some things
The company must have a registered office in Nigeria (section 27(1)(b)), and documents may be served on it there (section 104). If you are the only officer and you live abroad, court papers, tax letters and CAC notices can sit unread. Use an address where a named person checks post; see registered address when the owner is abroad.
Bank and day-to-day authority
A sole director abroad is usually the sole bank signatory. If you lose access to your phone or authenticator while travelling, nobody can pay suppliers. Consider a manager in Nigeria with a limited role on the account, or a business power of attorney with tight limits; see a business power of attorney for a manager.
If something happens to you
With one shareholder and one director, the company has no one left to act if you die or lose capacity. Shares then pass by transmission: practitioner guides describe filing the death certificate and letters of administration or probate with CAC before the new holder can act, which takes time. In the gap, staff may go unpaid and filings lapse. Owners commonly reduce this risk by:
- Making a will that deals with the shares and naming who should be appointed director.
- Writing articles that let a named person appoint a director if the sole director dies.
- Keeping a letter of wishes and access instructions with a lawyer in Nigeria.
If the company has staff or customers depending on it, write down who should be contacted, where the company documents are kept and how the bank can be reached. It costs nothing and saves weeks.
Filings still apply
No AGM does not mean no filings. Annual returns are still due each year, and director, address and PSC changes must be notified. For deadlines, see CAC annual returns: deadlines and penalties.
Tax for a small one-person company
Under the Nigeria Tax Act 2025, PwC's tax summary (reviewed 29 May 2026) puts small companies at 0% company income tax, and large companies (turnover above ₦100 million or fixed assets above ₦250 million) at 30%, with a 4% development levy not applied to small companies. Note that the tax test (₦100 million turnover) is different from the CAMA test (₦120 million), so a company can be small for CAC but not for tax. Filing a return is still required. This is information, not tax advice.
Where Pryme fits
A sole owner abroad can open a Pryme Business Account from any country, with NGN, USD, GBP and EUR in one place; see business multicurrency. The Chief of Staff agent prepares reminders and paperwork and nothing moves without approval, which helps when you are the only officer; see Chief of Staff.
Questions people ask
Can one person own a company in Nigeria?
Yes. Section 18(2) of CAMA 2020 lets one person form a private company.
Can a Nigerian company have only one director?
Only if it is a small company under section 394. Others need at least two directors.
Does a one-person company need an AGM?
No. Section 237 exempts single-shareholder companies, but decisions must be recorded and given to the board under section 266(4).
Can a foreigner own a one-person company in Nigeria?
Yes, but a company with an alien member is not small, so it needs two directors and a secretary, and NIPC registration for foreign participation.
Sources
- Companies and Allied Matters Act 2020 (full text, PDF) · accessed Oct 2026
- Udo Udoma & Belo-Osagie: CAMA 2020 highlights of new provisions on governance and management · accessed Oct 2026
- LawGlobalHub: Section 394 CAMA 2020 (small company) · accessed Oct 2026
- LawGlobalHub: Section 237 CAMA 2020 (annual general meeting) · accessed Oct 2026
- PwC Worldwide Tax Summaries: Nigeria, taxes on corporate income (reviewed 29 May 2026) · accessed Oct 2026
- Corporate Bestie: How to transfer or transmit shares for a Nigerian company (16 Sep 2025) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.