Attesting a non-resident company's Nigerian accounts
What a non-resident company taxable in Nigeria files with the NRS and the FRC, and the attesting accountant's limited assurance role under FRC Rule 13.
By Achekam · · 4 min read · For Accountants & audit firms in Nigeria
A foreign company wins a contract in Nigeria, sets up a project office, and finds itself taxable there without ever incorporating locally. Its group auditors are abroad. Its Nigerian tax return still needs statements of the Nigerian operations, and those statements need a Nigerian accountant to attest them.
That attestation is a distinct engagement with its own rules. The Nigeria Revenue Service sets out what the return must include, and the Financial Reporting Council's Rule 13 adds a filing step and specifies the kind of report the accountant gives. For a Nigerian firm asked to take the work on, this article sets out both, and the points where a careful firm checks the law before relying on it.
The return and the attested Nigerian accounts
The NRS says a non-resident company taxable in Nigeria must file a return with its full audited financial statements and the financial statements of its Nigerian operations. The Nigerian statements must be attested by an accountant in Nigeria who must be independent and qualified or certified. The NRS's page on company income tax sets out these filing requirements.
So two sets of statements travel with the return: the company's full audited statements, prepared and audited abroad, and the statements of the Nigerian operations, attested locally. The Nigerian firm's engagement concerns the second set.
When withholding tax ends the obligation
The NRS makes an exception. The filing requirement above does not apply where the company only earns income on which tax deducted at source is the final tax. The NRS says, on its withholding tax page, that tax deducted on a payment to a non-resident is the final tax, unless the income is liable to further tax because of a taxable presence in Nigeria.
The first question on any such engagement is therefore whether the company has a taxable presence. A non-resident that only receives payments from Nigeria, with tax withheld at source, may have no return to file. One that runs operations in Nigeria may well be in a different position, depending on what the law treats as a taxable presence. That assessment is a tax judgement the firm should document before it agrees to attest anything.
Rule 13: a copy to the FRC, with a limited assurance report
Under FRC Rule 13, an entity other than a Nigerian registered company that is taxable in Nigeria and files financial statements with any government department or authority must also file a copy with the FRC within 30 days. The statements must be prepared on the principles of the IFRS Conceptual Framework and attested by an accountant in Nigeria who must be independent and qualified or certified, with a limited assurance report.
Rule 13 also places the filing with the attesting accountant: the accountant sends the statements to the FRC within 30 days of sending them to any other government authority. That makes the thirty days the firm's own deadline, not only the client's.
A caution on the Rule's legal basis. Rule 13 was released on 24 March 2024 under section 58(3) of the FRC Act, and it cites section 13(2) of the Finance Act 2020. That is a tax-law basis from before Nigeria's 2025 tax Acts, so the firm should check how the Rule's tax reference reads against the current law before relying on it in an engagement letter.
No development levy for non-resident companies
The NRS says a Development Levy of 4% is imposed on the assessable profits of all companies chargeable to tax under Chapters Two and Three of the Nigeria Tax Act, excluding small companies and non-resident companies. A non-resident client's Nigerian tax computation should therefore not include the levy. It is a point worth making to the client, which may have seen the levy on a Nigerian subsidiary's computation and assume it applies across the group.
Setting up the engagement in Achekam
When creating an engagement, staff choose its type, such as annual financial statements compilation, independent review or statutory audit, and a firm can add its own named types. A limited assurance attestation under Rule 13 is not a statutory audit, so a firm doing this work regularly should add its own named type for it, which keeps these engagements apart in reports and planning.
Record the client's real jurisdiction too. Achekam taxes a client where the client is, meaning its country of incorporation or tax residence, not where the firm is, and it creates no Nigerian or Kenyan tax profile for a client in a country without a pack. A non-resident company is, by definition, incorporated or resident elsewhere, so plan to prepare its Nigerian tax computation outside Achekam's Nigerian calculators.
Regimes Achekam will not compute
Even for Nigerian clients, Achekam's tax coverage has stated limits. Once its rules are approved, its Revenue Service Centre computes Nigerian company income tax with the Development Levy and the minimum-ETR check, VAT, withholding tax, capital gains and stamp duty. Specialised regimes, including petroleum, extractive and non-resident digital profiles, are refused as assessment required, and banking, insurance, telecom and capital markets carry a warning that sector rules are not in the rule book. The wider list is in taxes Achekam will not compute.
An engagement checklist
- Establish whether the company has a taxable presence in Nigeria, or only income taxed finally at source.
- Agree in writing that the engagement is a limited assurance attestation, not an audit.
- Confirm the statements are prepared on IFRS Conceptual Framework principles.
- Check Rule 13's tax-law reference against the current Acts.
- Diary thirty days from the date the statements go to any government authority, for the FRC copy.
- Exclude the Development Levy from the Nigerian computation.
For the other FRC Rules that may touch the same client, start with Rule 14 confirmations and Rule 9 key audit matters.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
