Nigeria

We are pleased to have acted as legal counsel to Yikodeen Company Limited ("Yikodeen"), the subsidiary of Yikodeen Africa Corporation, the Mauritius-incorporated holding company and a prominent manufacturer of quality footwear and leather products in Nigeria. This engagement was in connection with a strategic equity investment by Aruwa Capital Fund II. This significant investment is poised to enhance Yikodeen’s factory operations, facilitate the acquisition of new machinery, boost production capacity, and strategically expand its market presence. This transaction represents a significant milestone in Nigeria's manufacturing landscape and demonstrates growing investor confidence in African industrial enterprises. We remain committed to supporting businesses like Yikodeen that are driving economic growth and employment opportunities across the African continent. The transaction was led by our Mergers, Acquisitions and Private Equity team comprising Simisola Eyisanmi, Melody Ibegbulam, Chukwuebuka Okoli-Akirika and Wuraola Oyeniyi.

Duale, Ovia & Alex-Adedipe is pleased to have acted as legal counsel to Ojaja Pan Africa Limited in connection with the establishment of its ₦10,000,000,000 (Ten Billion Naira) Commercial Paper Issuance Programme, which has been successfully admitted on the FMDQ Exchange platform. This transaction represents a significant milestone in Ojaja Pan Africa Limited’s capital-raising strategy and underscores our continued commitment to providing market-leading legal advisory in Nigeria’s debt capital markets. Our Capital Markets team, comprising Adeniyi Duale, Simisola Eyisanmi, Viyon Ojo, and Bankole Oke, led the transaction. We are proud to have supported Ojaja Pan Africa Limited on this achievement and to play an active role in enabling access to alternative financing. Our involvement reflects Duale, Ovia & Alex-Adedipe’s broader commitment to fostering economic growth and financial stability through innovative legal solutions.

Introduction We are pleased to present the first edition of our Maritime Industry Newsletter for this year 2025, offering our clients and industry stakeholders a concise yet comprehensive overview of key developments within the maritime sector during the first quarter of the year. In this issue, we shall highlight the various legislation developments in Nigeria's shipping industry in 2024 and thereafter focus on the first quarter of 2025, examining significant legal and regulatory changes that are poised to influence the sector moving forward. Among the topics discussed is the much-anticipated Nigerian Shipping and Port Economic Regulatory Agency Bill ("the NSPERA Bill") and Nigeria's tax reform bills which are currently awaiting Presidential Assent. A. RECAP OF MAJOR DEVELOPMENTS IN THE NIGERIAN MARITIME INDUSTRY IN 2024 a. New Minimum Wage Agreement (2024) In 2024, the Nigerian Maritime Administration and Safety Agency (NIMASA) launched a Minimum Standard for the Seafaring Industry, after months of discussions with Maritime Industry Stakeholders to ensure fair and safe working conditions and decent wages for Seafarers (‘NIMASA CBA’). In the same year, the Shipping Agencies, Clearing, and Forwarding Employers Association (SACFEA) and the Maritime Workers Union of Nigeria (MWUN) also reached an agreement facilitated by the Nigerian Shippers' Council (NSC) with the support of the Ministry of Marine and Blue Economy (‘the SACFEA-MWUN’), establishing an N200,000 minimum wage for maritime workers.[1] We are of the view that this wage level does not fully reflect current economic realities, but understand that clauses in the SACFEA-MWUN CBA, dealing with remuneration shall be reviewed bi-annually. It is important to note that both the NIMASA and the SACFEA-MWUN agreements constitute collective bargaining agreements, which can only be enforced through the Courts and are not backed by law. The challenges inherent in this kind of enforcement were highlighted in the recent 2025 case of Maritime Workers Union of Nigeria (MWUN) -VS- Intels Nigeria Limited and Associated Maritime Services (AMS) & ORS[2], delivered by Hon. Justice M. N. Esowe. In this case, the National Industrial Court upheld the Industrial Arbitration Panel's decision, which had refused to enforce a Collective Bargaining Agreement between the MWUN and the Seaport Terminal Operators Association of Nigeria (STOAN) concerning terminal benefits for redundant dockworkers. According to the National Industrial Court, MWUN's failure to adequately demonstrate the 1st Respondent's (Intels Nigeria Limited) membership in STOAN, was a very key ground in dismissing the appeal as it was considered a prerequisite for establishing the applicability of the Collective Agreement. The National Industrial Court emphasized that the most compelling evidence of STOAN membership would be the production of a membership number and certificate or, in their absence, official communication confirming membership.   Applying this judicial precedent to the SACFEA-MWUN Agreement, the enforceability against individual shipping agencies or freight forwarding companies hinges on the ability of the MWUN to substantiate the membership of each such entity within SACFEA. Without such proof, as established in the MWUN v. Intels case, a claim for enforcement through the courts may be unsuccessful. Thus, a party contesting the applicability of a collective bargaining agreement may find grounds to do so by disputing their membership in the relevant association. In light of this, for the minimum standards outlined in the SACFEA-MWUN CBA to have broader and more certain enforceability, the Nigerian Shippers' Council, as the confirming party, may need to consider incorporating key provisions, such as the minimum wage, into its own regulatory framework. This could potentially provide an alternative avenue for enforcement, independent of establishing direct membership in the signatory employers' association on a case-by-case basis. b. Approval For Extension of Nigeria’s Maritime Territory By The United Nations: Also, in 2024, the United Nations approved the extension of Nigeria's Maritime territory with an additional 16,300 square kilometres. This approval follows a submission made in 2009 by Nigeria through its High-Powered Presidential Committee (HPPC), aimed at extending the country's continental shelf under the United Nations Convention on the Law of the Sea (UNCLOS)[3]. With this approval, the Nigerian government is expected to leverage the extended maritime area to boost offshore gas exploration activities. This development presents a strategic opportunity to enhance revenue generation and attract increased levels of foreign direct investment into the energy sector. c. Ratification of Six IMO Conventions In November 2024, Nigeria also expressed its commitment to enhancing maritime security and governance as well as its intention to align with international standards by ratifying six International Maritime Organization (IMO) conventions.[4] Specifically, the President of Nigeria signed six instruments of accession, confirming the nation's dedication to international maritime safety, security, and environmental protection. The six instruments of accession encompass the following: The Protocol of 2005 to the 1988 Protocol for the Suppression of Unlawful Acts against the Safety of Fixed Platforms on the Continental Shelf. The International Convention of Standards of Training, Certification, and Watch-keeping for Fishing Vessel Personnel, 1995. The Protocol Relating to Intervention on the High Seas in cases of Pollution by Substances other than Oil, 1973, as amended. The Protocol of 1996 to Amend the Convention on Limitation of Liability for Maritime Claims (LLMC), 1976. The Protocol to the 1974 Athens Convention Relating to the Carriage of Passengers and Their Luggage by Sea, 2002 The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009. d. The Nigerian Coast Guard (Establishment) Bill, 2024: On 5 December 2024, the Senate Committee on Marine Transport held a public hearing at the National Assembly on the Nigerian Coast Guard (Establishment) Bill 2024. The Bill seeks to formally establish the Nigerian Coast Guard as a distinct entity tasked with securing the country's maritime zones. The proposed Coast Guard shall be engaged in combating illegal fishing, enforcing civil maritime laws, ensuring safety at sea, and supporting environmental protection efforts. Furthermore, the Coast Guard shall serve as a specialised support service to the Nigerian Navy during times of war, to bolster Nigeria's national defence infrastructure. The Bill has successfully passed its second reading in the Senate and is currently undergoing further review at the committee stage. However, certain provisions of the Bill raise legal and operational concerns that may require a closer look before the Bill can be signed into law. For example, the Bill has various overlaps in the responsibilities between the proposed Coast Guard and the Nigerian Navy. We believe this could lead to several issues based on the proposed Coast Guard’s area of operation and other procedural inefficiencies if not clearly addressed. For example, Section 1 of the Bill[5] classifies the Coast Guard as a "military service" and a branch of the Armed Forces, a position that appears inconsistent with the existing constitutional framework. The 1999 Constitution of the Federal Republic of Nigeria, as well as Sections 1.1 and 219 of the Armed Forces Act 1994, establishes a tripartite structure comprising the Army, Navy, and Air Force. Under the Constitution, the Nigerian Navy is already mandated to enforce maritime laws, conduct hydrographic surveys, and maintain safety within Nigeria's territorial waters and Exclusive Economic Zones (EEZ). Another ambiguity arises from the proposed administrative structure. While the Bill places the Coast Guard under the Ministry of Marine and Blue Economy, its military designation would typically place it under the purview of the Ministry of Defence. A more coherent and constitutionally aligned alternative may be to structure the Coast Guard as a specialised division within the Nigerian Navy, supported by inter-agency collaboration where necessary. This approach would be more consistent with Section 217(1) of the Constitution[6] and ensure better integration with Nigeria's existing defence and maritime enforcement architecture. B. NOTABLE DEVELOPMENTS IN THE NIGERIAN MARITIME INDUSTRY IN 2025 a. NIMASA to Begin Disbursement of Cabotage Vessel Financing Fund (CVFF). In March 2025, the Nigerian Maritime Administration and Safety Agency (NIMASA) issued a Marine Notice announcing the commencement of disbursements under the Cabotage Vessel Financing Fund (CVFF). Established pursuant to Section 42 of the Coastal and Inland Shipping (Cabotage) Act, 2003 (the Cabotage Act), the CVFF is designed to support the growth of indigenous shipping by providing financial assistance for vessel acquisition to Nigerian companies engaged in coastal trade. Since its creation, however, the Fund has faced persistent delays and criticism, as no disbursement had been made through the designated Primary Lending Institutions (PLIs) for more than two decades. This recent announcement marks the first time the CVFF will be activated to provide financing to qualified local shipping firms. According to the Marine Notice[7], eligible applicants may receive funding of up to US$25,000,000 per beneficiary, at low, single-digit interest rates. To qualify for a loan or guarantee under the CVFF, applicants must satisfy a series of conditions, including:[8] Submission of a bankable feasibility report, subject to independent verification by an approved PLI and NIMASA; Provision of a minimum equity contribution of 15% of the credit facility requested; Payment of all prescribed fees; Demonstration of adequate managerial and operational capacity to the satisfaction of the Fund; Agreement with a PLI regarding its participation in the credit facility structure; Presentation of acceptable security or collateral; Evidence of previous contribution to the Fund; and Fulfilment of any additional requirements as may be stipulated by the Fund. The successful implementation of the CVFF is expected to significantly improve access to capital for indigenous operators, thereby strengthening Nigeria’s coastal shipping capacity and promoting broader participation in the maritime industry. b. Nigerian Shipping and Port Economic Regulatory Agency Bill Passed—Awaiting Presidential Assent In April 2025, during the Operational Retreat for Middle Managers of the Nigerian Shippers' Council (NSC), the Executive Secretary and Chief Executive Officer, Pius Akutah, announced that the Nigerian Shipping and Port Economic Regulatory Agency Bill 2024 (the NESRA Bill) had been passed the third reading by the National Assembly and now awaits Presidential assent.[9] Once signed into law, the NESRA Bill will transform the Nigerian Shippers' Council into the Nigerian Port Economic Regulatory Agency (the Agency), thereby expanding its regulatory mandate. The Agency shall also be empowered to set minimum and maximum tariffs for both public and private service providers operating within the nations ports.[10] It also introduces comprehensive provisions aimed at regulating market entry and exit, supporting the implementation of government economic policies, and strengthening the Agency’s advisory role on trade facilitation. One key objective of the NESRA Bill is to improve competition among port service providers, such as shipping agencies, freight forwarders, and terminal operators, in coordination with regulatory bodies like the Federal Competition and Consumer Protection Commission. In addition, the Agency will have authority to issue, review, and enforce regulations, guidelines, tariffs, and standard operating procedures applicable to government-regulated service providers. Further powers granted under the NESRA Bill include the ability to issue, suspend, revoke, or cancel licences, certificates, and permits. This may, however, raise concerns over jurisdictional overlap with other regulatory bodies, particularly the Nigerian Ports Authority (NPA), especially in areas such as barge operations. The NESRA Bill also confers monitoring and enforcement powers on the new Agency, enabling it to supervise compliance with port concession agreements, conduct periodic audits, and review concession terms.[11] Given that many of these agreements were originally executed by other government agencies, this development raises questions about the scope and propriety of such oversight. Previous legal challenges, such as Apapa Bulk Terminal Ltd & Ors v. Nigerian Shippers’ Council & Anor[12] and Alraine Shipping Agencies Nig. Ltd & 12 Ors v. Nigerian Shippers’ Council & Anor[13], underscore the legal and regulatory complexities that may arise. In view of these expanded powers, it may be necessary to comprehensively amend the enabling statutes of other agencies operating within the port ecosystem, including the Nigerian Ports Authority (NPA), the National Inland Waterways Authority (NIWA), and the Nigerian Maritime Administration and Safety Agency (NIMASA). We are of the view that the amendments would help to reduce regulatory conflicts and encourage effective implementation of the new law. While some stakeholders have expressed concerns that the NESRA Bill could increase the cost of regulatory compliance due to potential overlaps, others view it as a step toward streamlined oversight and improved operational efficiency in the ports sector. We recommend that stakeholders begin engaging with the Agency to seek clarity on any anticipated overlaps in regulatory functions. We are monitoring the legislative process closely and will continue to provide updates as further developments unfold. c. National Policy on Marine and Blue Economy Approved by Federal Executive Council On 5 May 2025, the Ministry of Marine and Blue Economy announced that the Federal Executive Council had approved Nigeria’s National 10-year Policy on the Marine and Blue Economy, which would run from 2025 to 2034.[14] The policy is intended to strengthen the maritime sector by unlocking the full potential of the country’s marine resources and positioning the sector as a central pillar of national economic development. The said National policy shall be reviewed in detail when it is published. d. Nigeria Tax Reform Bills 2025 Passed, Awaiting Presidential Approval – Implications to International Shipping Companies On 7 and 8 May 2025, the National Assembly concluded the third reading of four significant tax reform bills: the Nigeria Tax Administration Bill 2025, the Nigeria Tax Bill 2025, the Nigeria Revenue Service (Establishment) Bill 2025, and the Joint Revenue Board (Establishment) Bill 2025. These bills, which are now awaiting Presidential assent, are set to substantially reshape Nigeria’s tax administration framework. Of relevance to international shipping companies are the Nigeria Tax Bill 2025 and the Nigeria Tax Administration Bill 2025. Sections 18 and 21 of these respective bills largely codify the existing position of the Federal Inland Revenue Service (‘the Service’) regarding the tax obligations of non-resident shipping companies engaged in sea transport into Nigeria. Under the proposed legal framework, the obligation for non-resident shipping companies to file monthly tax returns with the Service will be explicitly mandated. It's important to note that this practice is not entirely new, as the Service had already issued a directive in 2023 instructing international shipping companies to submit monthly returns, a requirement many have been adhering to since 2024.[15] These returns must provide evidence of tax payments on freight income derived from the carriage of passengers, mail, livestock, or goods loaded in Nigeria.[16] Furthermore, Section 18 of the Nigeria Tax Bill 2025 empowers the tax authorities to issue a minimum tax assessment of 2% on gross revenue[17] earned from outbound freight. This assessment will be determined in line with established mechanisms for computing taxable profit and will consider applicable double taxation treaties.[18] Additionally, factors such as the terms of charterparty, including clauses on tax liability within the said charterparty, will be considered in determining whether the shipowner or charterer shall be the party bearing responsibility for the tax obligation.[19] Importantly, stakeholders may be able to argue for a reduction in the assessed liability based on the specifics of their unique operational arrangements, contractual terms, or treaty protections.[20] The main objective of the new provisions, however, is to ensure that a share of revenue generated within Nigeria is brought within the domestic tax net, and to enhance transparency and accountability by non-resident operators.[21] In light of these developments, we recommend that stakeholders; assess and confirm the scope of revenue generated from their Nigerian operations; ensure timely and accurate monthly tax filings with the Service; and develop and implement tailored compliance strategies aligned with the requirements of the proposed legislation. We are closely monitoring the legislative process and remain available to support clients in interpreting and complying with these evolving obligations. Further updates will be provided as the Bills progress toward enactment. Conclusion This 1st edition of our 2025 Maritime Newsletter reviewed several key developments and advancements within Nigeria's shipping industry. We examined the establishment of a new minimum wage agreement, alongside the significant extension of Nigeria's maritime territory by the United Nations. In addition, we mentioned Nigeria's ratification of six IMO conventions, demonstrating a commitment to international standards. We also tracked the progress of the Nigerian Coast Guard (Establishment) Bill and the finalisation of the draft National Policy on Marine and Blue Economy, both indicating ongoing efforts to bolster the sector. We anticipate that the commencement of the Cabotage Vessel Financing Fund disbursements and the prospective enactment of the Nigerian Shipping and Port Economic Regulatory Agency Bill will introduce further transformations to the industry's operational and regulatory framework. Nevertheless, the ultimate success of these initiatives will largely hinge on clear implementation strategies, effective inter-agency coordination, and robust stakeholder engagement. Equally important are the recent advancements in Nigeria's tax reform agenda, specifically the concluded third reading of significant tax bills awaiting Presidential assent, which hold particular relevance for international shipping companies operating within Nigeria. As we plan to continue this discussion in subsequent editions, we are confident that the insights and analysis provided in this Newsletter will assist your business decisions, legal compliance, and strategic positioning in the coming months. As always, our team remains available to offer advice on how these changes may affect your operations throughout 2025 and beyond.   Contributors Mojisola Jaiye-Gbenle Partner [email protected]   Emmanuel Ikwuakolam [email protected]   [1] Anozie Egole, 'Shipping Agencies Approve N200,000 Minimum Wage for Workers' (Punch Newspaper, 2024) https://punchng.com/shipping-agencies-approve-n200000-minimum-wage-for-workers/#:~:text=%E2%80%9CBy%20the%20agreement%20we%20have,minimum%20wage%2C%E2%80%9D%20she%20said.&text=Alabi%20expressed%20optimism%20that%20the,and%20enhanced%20productivity%20and%20efficiency accessed 4 February 2025   [2]  APPEAL NO: NICN/LA/177/2023 delivered 4th March 2025, https://nicnadr.gov.ng/judgement/details.php?id=9845&txt=collective%20bargaining%20agreement accessed 7 May 2025 [3] Clair Mom, ‘The United Nations Grants Nigeria Sovereignty Over Additional Maritime Territory’ (2024) https://www.vanguardngr.com/2024/08/20-years-after-workers-in-shipping-industry-get-n200000-minimum-wage/ accessed 7 February 2025. [4] Nigerian Maritime Administration and Safety Agency (NIMASA), 'President Bola Tinubu GCFR Signs Six IMO Instruments of Accession' (13 November 2024) https://nimasa.gov.ng/president-bola-tinubu-gcfr-signs-six-imo-instruments-of-accession/ accessed 6 February 2025 [5] Nigerian Coast Guard (Establishment) Bill 2024 [6] 1999 Constitution of the Federal Republic of Nigeria [7] NIMAS Marine Notice- MN03/25/SN01 – Implementation and disbursement of the cabotage vessel financing fund (CVFF): Requirements for applicants. [8] Ibid. [9] Ships & Ports, ‘National Assembly Passes Ports Regulatory Bill, Awaits Presidential Assent’ (Ships & Ports, 16 April 2025) https://shipsandports.com.ng/national-assembly-passes-ports-regulatory-bill-awaits-presidential-assent/ accessed 15 April 2025. [10] S. 37 NSPERA Bill [11] Section 4(1)(g) NSPERA Bill [12] (2018) LPELR-44802(CA) [13] 2017 Commercial Law Reports Nigeria,  9 CLRN, 125. [14] FG Approves National Policy on Marine and Blue Economy https://shipsandports.com.ng/fg-approves-national-policy-on-marine-and-blue-economy/ accessed 8 May 2025. [15] Martins Arogie, Adedolapo Adebayo, and Francis Nzene, "Do International Oil and Gas Transport Companies Owe Taxes in Nigeria?" Tax Notes Int'l, Mar. 25, 2024, p. 1785 Do International Oil and Gas Transport Companies Owe Taxes in Nigeria? | Tax Notes accessed 8 May 2025. [16] Section 21 of Nigeria Tax Administration Bill - Monthly Returns by Non-Resident Shipping Companies [17] Section 18 of Nigeria Tax Bill – Non-Resident person engaged in shipping or air transport [18] Akinwale Alao KPMG Tax & Regulatory Hot Takes – Episode 1.mp4 https://www.youtube.com/watch?v=S-jXtNzVbi4 accessed 8 May 2025. [19] Ibid. [20] Ibid [21] Section 18 of Nigeria Tax Bill – Non-Resident person engaged in shipping or air transport

Leading commercial law firm, Duale, Ovia & Alex-Adedipe (DOA), is set to host the 4th edition of its flagship Technology, Media and Telecommunications (TMT) Business Series on Thursday, 5th June 2025, in Lagos State, Nigeria. This year’s event, themed “Beyond the Startup Frenzy: Building the Infrastructure for a Digital Nigeria,” marks a strategic pivot in the national discourse, from early-stage enthusiasm and venture capital buzz to the foundational policies, systems and investments required to build a resilient, scalable and future-ready digital economy. Now firmly established as one of the most anticipated gatherings of stakeholders in Nigeria’s innovation ecosystem, the TMT Business Series convenes regulators, investors, founders, creatives, legal experts, product leaders and policymakers for dialogue at the intersection of technology, regulation, investment and growth. “Technology is no longer emerging, it is embedded,” said Adeleke Alex-Adedipe, Managing Partner at DOA. “This year, we’re moving the conversation beyond funding rounds and MVPs to interrogate what it truly takes to build digital infrastructure that works for everyone from broadband and cloud to regulation and commercial models.” Key Highlights of the 2025 Edition Include: Keynote Address: Delivered by the Honourable Minister of the Federal Ministry of Communications, Innovation and Digital Economy, addressing the national digital policy agenda, infrastructure expansion and Nigeria’s global competitiveness.   Fireside Chat: An in-depth, unscripted conversation with the Minister on the bold shifts needed to accelerate sustainable digital growth.   Panel 1: “Tech Profitability Playbook – Who’s Really Winning?” This session explores the business models, policy frameworks and market realities behind sustainable tech ventures. Stakeholders will examine which sectors are profitable, what monetization strategies are working and where the real economic value lies.   Panel 2: “Innovation & Regulation – Finding Common Ground” With innovation often outpacing legislation, this panel brings regulators and innovators together to reimagine what smart, enabling regulation can look like in a fast-evolving digital landscape.   Regulatory Clinic On the sidelines, attendees will have access to specialised advisory clinics on data protection, IP and compliance, hosted by experienced subject matter experts.   Pitch Competition: “The Next Big Bet – Scale. Build. Sustain.” This debut segment of the Series will spotlight early-stage, high-impact startups solving real-world challenges across AI, fintech, digital infrastructure, content and more. Finalists will pitch live to a panel of top investors and ecosystem leaders for a chance to win cash prizes, mentorship and industry exposure.   Why It Matters As Nigeria positions itself for digital leadership in Africa, this convening offers a rare forum for deep engagement across public and private sectors, helping to shape a coherent vision for the country’s digital future. The 2025 TMT Business Series is open to invitees, industry stakeholders, media and select members of the innovation ecosystem. Attendance is free but strictly by pre-registration. For more information, partnerships or press enquiries, please contact: TMT Series Planning Committee Email: [email protected] | Phone: +234 817 939 8995 To register or apply for the pitch visit events.doa-law.com