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Introduction
Nigeria is one of Africa’s most attractive markets for foreign direct investment, but entering the market alone can be daunting. Many foreign investors especially those in industries like oil and gas, infrastructure, agriculture, logistics, and manufacturing—opt to partner with Nigerian companies through joint ventures (JVs).
Joint ventures can offer foreign investors speed to market, local market intelligence, regulatory compliance, and risk sharing. However, a poorly structured JV can lead to disputes, loss of investment, or regulatory penalties. At The Trusted Advisors, we regularly help clients structure, negotiate, and manage joint ventures that protect their interests while leveraging the power of local partnerships.
This article explores the key legal considerations for foreign investors entering into joint ventures in Nigeria.
Advantages of using Joint Venture for Entering Foreign Markets (Nigeria as a case study)
Joint ventures are especially valuable for:
- Market entry with reduced risk
- Access to local licenses, approvals, or sectoral knowledge
- Meeting Nigeria content or equity participation requirements (especially in oil & gas, telecoms, mining)
- Leveraging an existing company’s infrastructure, client base, or distribution network
Joint ventures can be contractual or equity-based, with varying levels of integration depending on the business model and risk appetite.
Forms of Joint Ventures in Nigeria
There are two primary structures:
Equity Joint Venture
This involves the creation of a new entity jointly owned by the foreign and local partners. The parties contribute equity, assets, or expertise and operate the business through the new company.
In an equity joint venture, ownership is typically structured via a Shareholders’ Agreement, governance is handled through a Board of Directors and profits are shared in proportion to equity or as agreed. This is the most common model for long-term partnerships in Nigeria.
Contractual Joint Venture
In this model, parties do not incorporate a new entity but work together under a detailed contract to pursue a specific project (e.g., construction, EPC, logistics). This is common in one-off projects or short-term collaborations, it is easier to set up but harder to manage over time and disputes can arise if roles and risks are not clearly defined
Regulatory Approvals and Compliance in Joint Ventures in Nigeria
Depending on the sector, your JV may require approvals or licenses from one or more Nigerian regulators. For instance:
In the oil and gas sector, the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) is the key regulator. Companies operating in this space are required to ensure Nigerian Content compliance and, where applicable, obtain joint venture (JV) approval.
Within the telecommunications and ICT sector, regulation is overseen by the Nigerian Communications Commission (NCC). One of the major requirements in this industry is compliance with licensing conditions, particularly in relation to foreign shareholding.
For the finance and fintech sector, the Central Bank of Nigeria (CBN) serves as the principal regulator. Entities in this sector must secure the necessary licenses and, in some cases, obtain shareholder approval before commencing or expanding operations.
Finally, in the power and infrastructure sector, the Nigerian Electricity Regulatory Commission (NERC) regulates participation. Companies intending to operate in power generation or distribution must obtain the relevant permits from NERC.
Also, equity contributions from foreign partners must be reported through authorised dealers to obtain a Certificate of Capital Importation (CCI)—essential for repatriating dividends or disinvestment proceeds.
Key Legal Documents You Must Get Right
Whether equity-based or contractual, these documents are critical:
- Joint Venture Agreement
- Shareholders’ Agreement (if a company is formed)
- Memorandum of Understanding (MoU) for early-stage alignment
- Service or Technical Assistance Agreements if IP, technology, or management is provided by one party
- Non-Disclosure and Non-Compete Clauses
- Exit Clauses and Dispute Resolution Mechanisms
We strongly advise against “template” JV agreements. Your structure must reflect your unique regulatory, tax, and commercial realities.
Risk Allocation and Governance Issues in Joint ventures
A well-drafted JV agreement should address the following issues:
- Capital Contributions: cash, IP, equipment, goodwill?
- Decision-Making: board control, veto rights, deadlock resolution
- Profit Distribution: based on shareholding or custom formula?
- Management Roles: who appoints key executives?
- Exit Options: drag-along, tag-along, buyouts, termination triggers
- Dispute Resolution : local courts vs arbitration, seat of arbitration
Tax and IP Considerations
- Double taxation may arise if not structured properly. Nigeria has tax treaties with some countries, which can be leveraged for withholding tax relief.
- Determine if the JV will enjoy any pioneer status incentives, which offer tax holidays.
- If your JV involves technology, processes, or proprietary tools, you must protect your IP through licensing agreements, registrations, or trademark protections
Cultural and Operational Alignment
Beyond legal issues, many JV failures stem from misaligned expectations, communication gaps, or incompatible operational cultures.
We advise our clients to:
- Conduct thorough due diligence on potential Nigerian partners
- Align expectations and objectives early
- Start with a pilot or phased rollout where possible
Frequently Asked Questions (FAQs)
Q1: Can a foreign company own 100% of a joint venture in Nigeria?
A: Yes, a foreign company can wholly own a Nigerian company that enters a joint venture with another entity. However, in some regulated sectors such as oil and gas, telecoms, and aviation, Nigerian content laws may require a minimum level of local participation or ownership.
Q2: Is it mandatory to incorporate a new company for a joint venture in Nigeria?
A: Not necessarily. Joint ventures can be structured either through the formation of a new incorporated entity or by contract alone (contractual joint ventures). The appropriate structure depends on the nature, duration, and risk profile of the project.
Q3: What legal documents are essential for a joint venture?
A: At a minimum, foreign investors should ensure they have:
- A detailed Joint Venture Agreement
- A Shareholders’ Agreement (if an entity is formed)
- Clearly defined dispute resolution and exit clauses
- Non-disclosure and non-compete provisions
Additional sector-specific agreements (e.g., IP licenses or technical assistance agreements) may also apply.
Q4: How are disputes typically resolved in Nigerian joint ventures?
A: Most JV agreements involving foreign parties include arbitration clauses. Nigeria is a signatory to the New York Convention, making international arbitration awards enforceable. Arbitration offers confidentiality, neutrality, and relative speed over local litigation.
Q5: How long does it take to set up a joint venture in Nigeria?
A: Timelines vary depending on the sector and complexity. A basic equity JV (with a new company) can be set up in 2–4 weeks, while contractual JVs may be quicker. If regulatory approvals or licenses are involved, allow 6–12 weeks or more.
Conclusion: Strategic Partnerships Require Strategic Legal Advice
Joint ventures in Nigeria can be the key to unlocking real value but only if structured thoughtfully, executed strategically, and governed wisely.
At The Trusted Advisors, we bring deep experience in cross-border commercial structuring, regulatory advisory, and JV governance.
Considering a joint venture in Nigeria? Let us help you get it right from day one. Contact our corporate advisory team head; Olawunmi Ojo below:
Email: [email protected]
Telephone: +2348038954988
By Olawunmi Ojo
Corporate & Commercial Practice Group, The Trusted Advisors