Adeola Oyinlade & Co

Introduction Telecommunication licenses are indispensable for any entity wishing to provide communication services in Nigeria. The NCC is responsible for issuing these licenses, ensuring that operators comply with legal and regulatory standards. The licensing framework is designed to promote fair competition, protect consumers, and enhance the quality of telecommunication services. This article summaries the procedure and requirements for obtaining a telecommunication license in Nigeria. Meaning of Telecommunication License A telecommunication license is a legal authorisation granted by the Nigerian Communications Commission (NCC) that permits individuals or companies to operate telecommunication services within Nigeria. The license is governed by the Nigerian Communications Act of 2003, which establishes the NCC as the regulatory authority responsible for overseeing the communications sector. There are various types of licenses, including: Individual License: This is a type of approval in which the terms, conditions and obligations, scope and limitations are specific to the service being provided. The process of licensing can take the form of auctions, tenders, fixed prices or a standard administrative procedure, etc. Class License: This is a type of general approval in which the terms and conditions/obligations are common to all license holders. It requires only registration with the Commission for applicants to commence operation. Unified License: Allows the provision of multiple telecommunication services under one license. Value Added Service License: Permits the provision of additional services such as internet and content services, often relying on existing network infrastructure. Importance of Telecommunication License Legal Compliance: Operating without a license is illegal and may result in significant fines and penalties. The NCC requires that all telecommunication services be licensed to ensure adherence with national regulations. Consumer Protection: Licensing helps safeguard consumer interests by ensuring that service providers meet certain standards and obligations, thereby enhancing service quality and reliability. Market Regulation: Licenses enable the NCC to regulate the telecommunication market effectively, ensuring fair competition and preventing monopolistic practices. Quality Assurance: The licensing process includes assessments of technical capabilities and financial viability, which helps maintain high service standards across the industry. Revenue Generation: Licensing fees contribute to the government's revenue, which can be reinvested into the telecommunications infrastructure and other public services. Support for Development: By regulating the sector, the NCC can foster growth and innovation in telecommunications, which is crucial for economic development and digital inclusion in Nigeria. Conditions for obtaining a telecommunication license in Nigeria To obtain a telecommunication license in Nigeria, applicants must meet several conditions set by the Nigerian Communications Commission (NCC). These conditions ensure that only qualified entities can provide telecommunication services, thereby maintaining industry standards and protecting consumers. These conditions include: The applicant must be a corporate body registered under Nigerian law. This includes compliance with the Companies and Allied Matters Act. The applicant must meet the NCC's technical requirements for operating the specific service for which the license is sought. This may involve demonstrating technical expertise and infrastructure capability. The applicant must possess sufficient financial resources to provide long-term services. This requirement ensures that the entity can sustain operations and meet service obligations. For services that depend on specific resources, such as spectrum or numbering, the NCC must confirm the availability of these resources. The applicant must secure a reservation or assignment of such resources before applying. The NCC may impose other conditions as deemed necessary for the specific service being provided. This can include compliance with industry regulations and standards. Applicants must provide various documents, including incorporation documents, tax clearance certificates, feasibility reports, and evidence of funding. Payment of a non-refundable administrative charge, typically 5% of the relevant license fee, is required upon submission of the application. Application Process To obtain a telecommunication license in Nigeria, the following procedure and requirements must be met: Requirements for Individual License Sign up on eservices.ncc.gov.ng and click on Licensing Application Management System to apply. Fill the form and upload the relevant documents listed below: Certificate of Incorporation. Tax Clearance Certificate. Certified True Copy (CTC) of Articles & Memorandum of Association. Feasibility report of proposed service. Soft Copy of Passport photographs of authorized representative. Certificates of qualified technical staff (where applicable). Certified True Copy (CTC) of Form CO7 (List of Company Directors). Soft Copy of Passport photographs of Directors of the company. Certified True Copy (CTC) of Company's Registered Address. Utility bill of the official address of the Company. Evidence of funding for the project. The amount budgeted for the project i.e. estimated funding for the deployment of the proposed service. Applications should be submitted when all documents above have been uploaded. On submission of the application, a non-refundable administrative charge, which is 5% of the relevant license fee would be paid via the Licensing Application Management System. License fee is payable on approval of application. All Automated Vehicle Tracking Service (AVTS) applicants henceforth must obtain a security clearance from the State Security Service (SSS) for the proposed service before applying for the license, as a condition precedent for the grant of license by the Commission. The Personal History Statement Form (PHS) for the company and its Directors will be provided by the Commission for completion by applicants. All VAS (Content Service using Short Code) applicant (s) must present: Evidence of an Agreement or a Memorandum of Understanding (MOU) entered between the company and any of the VAS Aggregators. Alternatively, the company should provide a copy of License duly issued to it by the Central Bank of Nigeria (CBN) for Mobile Money Services or from the National Lottery Regulatory Commission (NLRC) for lottery services. Requirements for Class License Sign up on eservices.ncc.gov.ng and click on Licensing Application Management System to apply. Fill the form and upload the relevant documents listed below: Certificate of Incorporation or Registered Business Name. Tax Clearance Certificate. Certified true copy of Articles & Memorandum of Association to include telecommunication as an object clause that allows the Company to provide telecommunication service in Nigeria CAC Status Report Soft Copy of Passport photographs of authorized representative. Certificate of qualified technical staff Details of proposed service Soft Copy of Passport photographs of Directors of the Company/Sole Proprietorship. Applications should be submitted when all documents above have been uploaded. On submission of the application, a License fee of Ten Thousand Naira (₦10,000.00) only, is payable via the Licensing Application Management System. Additional License & Renewal Application Requirements Existing licensees wishing to apply for additional license(s) or renew their current licenses must be up to date on their existing licensing obligations. These obligations include but are not limited to the following: Payment of Annual Operating Levy (AOL): the company is required to submit Audited Accounts (Management Accounts are to be submitted if Audited Accounts are not yet available) for assessment of the AOL payable to the Commission. Note that Non-Operational Licensees are also required to pay AOL. Submission of Year End Questionnaire/Information Submission of Individual Consumer Code of Practice Type approval of equipment in use on network Payment of Spectrum and National Numbering Plan (NNP) fees (where applicable) Obtaining prior approval from the Commission before change in shareholdings above 10%. Notification on change of address, business name etc. Obtaining approval before license transfer Requirement to roll-out service / commence operation etc. Submission of Annual Ownership Report not later than 31st March every year (Corporate Affairs Documents). Current Tax Clearance Certificate Licensees seeking renewal must make their applications at least six (6) months before expiration. Conclusion Obtaining a telecommunication license in Nigeria involves a detailed process with specific requirements that must be met to ensure compliance with regulatory standards set by the Nigerian Communications Commission. Failure to obtain a valid license can result in substantial penalties, stressing the importance of meeting these standards. As a result, potential operators should get competent legal advice to effectively handle the licensing procedure. Author:  Adeola Oyinlade & Co.   Article Source: https://www.adeolaoyinlade.com/en/the-procedure-and-requirements-for-obtaining-a-telecommunication-license-in-nigeria/

Introduction: Establishing a holding company, consortium, or group of companies in Nigeria involves navigating specific legal frameworks set out by the Companies and Allied Matters Act (CAMA) 2020. Each structure serves distinct purposes, and understanding the requirements and procedures is essential for compliance and operational success. Setting Up a Holding Company Definition of a Holding Company A holding company, as defined in the Companies and Allied Matters Act (CAMA) 2020, is a parent company that holds more than 50% of the shares in another business, known as a subsidiary. A holding company's primary goal is to control and manage its subsidiaries' affairs without becoming engaged in their day-to-day operations. This structure allows the holding company to acquire equity in other companies, which varies from just acquiring stock in that it involves ownership even if the subsidiary does not issue shares. Benefits of Holding Companies Risk minimization: Holding companies can successfully manage the financial risk associated with subsidiary businesses. If a subsidiary suffers bankruptcy or legal issues, creditors can only seek the assets of that specific subsidiary, shielding the parent company and its other subsidiaries from financial accountability. Asset Protection: Businesses can protect significant assets, such as real estate or intellectual property, by transferring them to a holding company and shielding them from potential claims by operational subsidiaries. This division guarantees that significant resources remain intact even if one section of the firm faces challenges. Tax Benefits: Holding companies can improve tax efficiency by allowing income and assets to be transferred between subsidiaries without incurring immediate tax liabilities. Dividends paid by subsidiaries to the parent company are generally tax-free, allowing for improved cash flow management and reinvestment possibilities. Furthermore, efficient structure can result in lowering total tax burdens through careful planning around capital gains and income distribution. Centralised Management: A holding company enables centralized management over several subsidiaries, which can lead to more efficient operations and cost savings through common administrative responsibilities. This structure improves resource allocation and managerial supervision while allowing each subsidiary to focus on its primary business activity. Flexible Investment Strategies: Holding companies provide the flexibility to explore riskier opportunities for investing without risking the entire firm. This structure enables testing in new markets or technology while isolating possible losses within individual subsidiaries. Improved Succession Planning: A holding company can make succession planning easier by allowing owners to transfer ownership of the trading firm while maintaining control of significant assets housed inside the holding company. This segmentation may assist smoother transitions after ownership changes. Potential for Growth: Businesses that use a holding company structure can more quickly buy new subsidiaries or dispose existing ones, improving their capacity to adjust to market changes and pursue strategic development possibilities.  Procedure for Forming a Holding Company Step 1: Choose a Company Name Select Two Proposed Names: Choose two suitable names for your holding company. Name Availability Check: Conduct a name availability check with the Corporate Affairs Commission (CAC) to ensure the names are not already in use. Step 2: Obtain Consent for Name Application for Consent: If the name includes "Holding," a formal application to the Registrar General of CAC for consent to use this term must be submitted. Step 3: Prepare Required Documentation Objectives of the Company: Clearly define the objectives of the holding company. Registered Address: Provide the registered principal address of the holding company. Details of Shareholders: Include particulars of at least two shareholders, as Nigerian law requires a minimum of two for incorporation. Share Capital Information: Specify the share capital and shareholding structure among shareholders. Directors' Details: Provide particulars of at least two directors, including identification documents (e.g., international passport or driver’s license). Company Secretary Information: Include details about the appointed company secretary. Resolution from Parent Company: If applicable, provide a resolution from the parent company authorizing the establishment of the holding company. Memorandum and Articles of Association: Draft these documents, ideally with professional legal assistance. Step 4: File with CAC Submit Documentation: Complete and submit all required documents along with evidence of payment for filing fees and stamp duties to CAC. Filing Fees: The fees are typically calculated based on the minimum issued share capital. Step 5: Obtain Certificate of Incorporation CAC Verification: The CAC will review all submitted documents. If everything is in order, they will issue a Certificate of Incorporation, officially establishing your holding company as a legal entity. Step 6: Register with Tax Authorities Tax Identification Number (TIN): After incorporation, register with the Federal Inland Revenue Service (FIRS) to obtain a Tax Identification Number, which is necessary for tax purposes. Step 7: Compliance and Reporting Annual Returns: Ensure compliance with ongoing obligations such as filing annual returns and maintaining good standing with CAC. Maintain Records: Keep accurate records of all transactions and corporate activities as required by law. SETTING UP A CONSORTIUM Definition of a Consortium Consortium is a combination of different companies formed to undertake a specific enterprise or project that exceeds the resources of any single member. Each member retains its independence while contributing to the consortium's objectives, which are typically outlined in a consortium agreement. Benefits of consortium Resource Sharing: Consortia allow members to share resources, including technology, knowledge, and finance. This pooling can result in considerable cost savings, especially through group purchasing agreements for products and services. Members have access to a greater range of resources than they would individually, which is especially useful for smaller groups. Enhanced Advocacy: Consortium members may jointly argue for their interests more effectively than individually. This single voice may influence policy choices and negotiate better terms with vendors and funders, improving the total effect of their projects. Improved Capacity and Expertise: Consortia frequently provide professional development opportunities for its members, which help them improve their skills and knowledge base. This collaborative approach encourages learning and innovation, allowing members to benefit from one another's experiences and best practices. Cost Efficiency: Consortia can negotiate better price and conditions with suppliers, lowering costs for all members. This efficiency is especially visible in areas like education and libraries, where collaborative purchasing may drastically cut costs for resources such as databases and technology. Networking Opportunities: Consortia provide networking opportunities among members, allowing the formation of new partnerships and collaborations. These links can result in creative ideas and efforts that individual businesses may not be able to pursue. Specialised Initiatives: Consortia members can collaborate on specialized initiatives to solve shared aims and issues. For example, they may work together on research projects or technological implementations that would be too resource-intensive for any one member to undertake alone. Flexibility and Autonomy: Consortia promote collaboration, but members maintain autonomy in daily operations. This balance enables them to benefit from collaborative efforts while maintaining their own identities and operational autonomy. Procedure for Forming a Consortium Step 1: Define the Consortium Objectives Establish Common Goals: All participating companies should agree on the specific objectives of the consortium, such as project execution, resource sharing, or joint ventures. Step 2: Choose Consortium Members Minimum Requirement: Ensure that at least three companies are willing to collaborate to form the consortium. Select Diverse Entities: Choose companies with complementary strengths and resources to enhance the consortium’s effectiveness. Step 3: Prepare Required Documentation Resolution of Consent: Each company must pass a resolution indicating their consent to form the consortium and stating its objectives. Memorandum of Association: Draft a memorandum that outlines the objects of the consortium. Articles of Association: Include a clause for winding up the consortium upon completion of its objectives. Step 4: Obtain Consent from CAC Application for Consent: Submit a formal application to the Corporate Affairs Commission (CAC) for permission to use the term "Consortium" in the name. Payment of Fees: Pay any required non-refundable application fees as stipulated by CAC. Step 5: Evidence of Registration Registration Documents: If any member is a foreign company, provide evidence of its registration in its home country. Updated Annual Returns: Ensure that all component companies have filed their annual returns with CAC. Step 6: Statutory Declaration Winding Up Declaration: Prepare a statutory declaration stating that the consortium will wind up in accordance with CAMA provisions upon achieving its objectives. Step 7: Submit Application to CAC Filing with CAC: Compile all documents, including resolutions, memoranda, articles, and evidence of payment, and submit them to CAC for registration. Step 8: Obtain Certificate of Registration CAC Review: Wait for CAC to review the submitted documents. If approved, they will issue a Certificate of Registration for the consortium. Step 9: Compliance and Reporting Ongoing Obligations: Maintain compliance with CAMA regulations, including filing annual returns and other necessary documentation as required by law. Setting Up Group of Companies Definition of Group of Companies A group of companies is defined as a collection of three or more associated companies that share common shareholders or ownership. These companies operate under a single umbrella, typically with one company acting as the parent or holding company, which manages the affairs of its subsidiaries. Each company within the group operates as a separate legal entity, but they are connected through ownership and control by the parent company. The parent company does not engage in direct business operations but holds shares and assets in its subsidiaries, thereby controlling them. Benefits of group of Companies Diversification: Having many subsidiaries in diverse areas helps organizations lessen reliance on a single market. This diversity can result in more potential for development and innovation while distributing risk across several company activities. Economies of Scale: Sharing resources including infrastructure, technology, and services may result in considerable cost savings for enterprises within a group, known as economies of scale. This pooling of resources allows for more efficient operations and can result in cheaper operating expenses than separate businesses. Centralized Management: A group structure allows for centralized control over subsidiaries, improving coordination and decision-making processes. This concentration can improve operational efficiency and streamline management procedures throughout the business. Risk Mitigation: Separating corporate operations into subsidiaries reduces risk exposure. If one subsidiary experiences financial troubles or legal challenges, the parent firm and other subsidiaries are usually unaffected, therefore safeguarding the group's assets. Tax Benefits: Group arrangements provide tax benefits, including the opportunity to credit losses from one company against earnings from another. Furthermore, assets may often be transferred across group firms without incurring tax liabilities, allowing for more efficient financial administration. Access to Capital: Group companies may benefit from the parent company's power and reputation, making it simpler to get finance. This increased access to cash can fund growth plans or new projects that would be difficult for solo businesses. Improved Asset Protection: Improved Asset Protection: Separating precious assets into subsidiary firms protects them against claims from other elements of the business. This structure is especially useful in businesses that have higher risks or possible liabilities. Flexibility in Business Operations: Group structures provide greater flexibility for entering new markets and introducing new goods. Subsidiaries can function autonomously while retaining the parent company's backing and resources, allowing for innovation without endangering existing operations. Procedure for Forming a Group of Companies Step 1: Define the Structure Identify Associate Companies: Ensure that you have at least three associated companies that will form the group. These companies must be registered as Limited Liability Companies (LLCs) and have common shareholders or ownership. Step 2: Obtain Consent for Name Application for Consent: Submit a formal application to the Registrar General of the Corporate Affairs Commission (CAC) to obtain consent to use the word “Group” in your company name. This is a legal requirement, as certain terms are restricted under CAMA Step 3: Prepare Required Documentation Evidence of Associate Companies: Provide documentation showing that the three or more associate companies exist and are registered. Common Membership: Include evidence that all directors, secretaries, and shareholders across the associate companies are the same. Written Resolutions: Each company must pass a resolution indicating their consent to form a group company. Share Capital Statement: Prepare a statement from the majority of directors stating that the share capital of the new group company will not be less than the highest share capital among the associate companies. Step 4: Ensure Compliance Annual Returns: Ensure that all associate companies have filed their annual returns with CAC up to date. Company Secretary Evidence: Provide evidence of the appointment of a company secretary for each associate company. Step 5: Submit Application to CAC Filing Documents: Compile all required documents, including resolutions, evidence of share capital, and annual returns, and submit them to CAC along with proof of payment for any applicable fees. Step 6: Obtain Certificate of Registration CAC Review: Wait for CAC to review your application. If everything is in order, they will issue a Certificate of Registration for your group of companies, officially recognizing it as a legal entity. Step 7: Register with Tax Authorities Tax Identification Number (TIN): After registration, obtain a TIN from the Federal Inland Revenue Service (FIRS) for tax purposes. Step 8: Compliance and Reporting Ongoing Obligations: Maintain compliance with CAMA regulations, including filing annual returns for both the group and its associate companies as required by law.  CONCLUSION Setting up a holding company, consortium, or group of companies in Nigeria requires careful planning and adherence to legal requirements set forth by CAMA. Each structure serves distinct purposes—holding companies focus on asset management and control, consortia facilitate collaboration for specific projects, and groups enhance operational efficiency through shared ownership. It is essential to engage legal professionals to navigate the complexities of incorporation and ensure compliance with all regulatory requirements. Author:  Adeola Oyinlade & Co.   Article Source: https://www.adeolaoyinlade.com/en/procedures-for-setting-up-a-holding-consortium-and-a-group-of-companies-in-nigeria/

Introduction Mergers and acquisitions (M&A) are critical strategies employed by companies to enhance their market position, achieve economies of scale, and diversify their operations. In Nigeria, these transactions have gained traction as businesses seek to navigate a competitive environment and maximize operational efficiencies. Historically, M&A activities have evolved from being predominantly foreign-driven to increasingly involving local entities. The earliest recorded M&A activity in Nigeria dates back to 1912 with the acquisition of the Anglo African Bank by the British Bank of West Africa, leading to the establishment of First Bank of Nigeria Plc. Notable instances of M&A include the 2005 banking sector consolidation mandated by the Central Bank of Nigeria (CBN), which required banks to increase their capital base significantly. This consolidation aimed to strengthen financial institutions and enhance their capacity to support economic development. Meaning of Merger and Acquisition Merger A merger means any amalgamation of the undertakings or any part of the undertakings or interest of two or more companies or the undertakings or part of the undertakings of one or more companies and one or more bodies corporate. It follows therefore that a merger is a joinder, fusion or bringing together of the businesses, clients, capital, debts and other undertakings of two or more companies. This process often involves the dissolution of the original companies, with their assets and liabilities transferred to the newly created entity. Mergers can occur on equal terms (merger of equals) or involve one company absorbing another. Acquisition An acquisition, on the other hand, refers to one company purchasing most or all of another company's shares or assets, thereby gaining control over that company. Unlike mergers, acquisitions do not necessarily result in the formation of a new entity; instead, the acquired company may continue to operate as a subsidiary or be fully integrated into the acquiring firm. Legal Framework The legal framework governing M&A in Nigeria include: Companies and Allied Matters Act (CAMA) 2020: This Act outlines the procedures for mergers and requires court approval. Federal Competition and Consumer Protection Act (FCCPA) 2018: This Act regulates mergers to prevent anti-competitive practices and establishes the Federal Competition and Consumer Protection Commission (FCCPC) as the primary regulatory authority. Investment and Securities Act (ISA) 2007: Previously governed M&A activities but has been largely superseded by the FCCPA. Regulatory Bodies Securities and Exchange Commission (SEC): Oversees public M&A transactions and ensures compliance with capital market regulations. Federal Competition and Consumer Protection Commission (FCCPC): Regulates competition-related aspects of mergers, ensuring they do not substantially lessen competition. Corporate Affairs Commission (CAC): Handles company registrations and compliance matters related to mergers. Federal Inland Revenue Service (FIRS): Ensures tax compliance regarding capital gains tax during mergers. Benefits of Mergers and Acquisitions Market Consolidation: M&A activities drive market consolidation, leading to stronger and more competitive industries. By merging or acquiring, companies can eliminate competition, increase market share, and enhance their bargaining power within the industry. This consolidation is particularly evident in sectors such as banking and telecommunications, where fewer, larger players dominate the market. Access to new technologies and expertise: Foreign investors frequently contribute new technology, knowledge, and global best practices to local firms when they acquire them. This transfer of information may boost operational efficiency and creativity inside Nigerian companies, allowing them to compete more successfully on both local and international levels. Increased Foreign Direct Investment (FDI): M&A transactions can boost foreign direct investment in Nigeria, therefore contributing to economic development and diversification. Foreign firms entering the Nigerian market through acquisitions provide capital investment, which can lead to job creation and infrastructural development. Risk Diversification: By merging with or acquiring other firms, companies can diversify their portfolios and spread risk across different markets or sectors. This is particularly important in a dynamic economy like Nigeria, where fluctuations in specific industries can pose significant risks. Enhanced Financial Performance: Mergers and acquisitions can enhance financial performance by reducing costs and increasing revenue. By merging activities, businesses may decrease redundancies, maximize resources, and obtain economies of scale, eventually increasing profitability. Opportunities for Strategic Growth: M&A provides organizations with strategic growth prospects that would be difficult to achieve organically. Firms can swiftly obtain access to new markets, client bases, or product lines through acquisitions, allowing for speedier expansion than constructing from the bottom up. Types of Mergers Horizontal Mergers: A horizontal merger occurs between companies that operate in the same industry and are direct competitors. The primary goal is to increase market share, reduce competition, and achieve economies of scale. Mergers in the banking sector, such as the merger between Access Bank and Diamond Bank, which aimed to consolidate their positions in the financial market is an example of horizontal merger. Vertical Mergers: Vertical mergers involve companies at different stages of the production or distribution process within the same industry. These mergers aim to enhance supply chain efficiency, reduce costs, and improve product delivery. For instance, a manufacturer acquiring a supplier or distributor, common in industries such as oil and gas or manufacturing Conglomerate Mergers: Conglomerate mergers occur between companies that operate in unrelated industries. The objective is to diversify business operations and reduce risk by entering new markets. For example, companies seeking to expand their portfolios by merging with firms outside their primary business areas Concentric Mergers: Concentric mergers involve companies that are related by technology or market but do not directly compete with each other. These mergers aim to leverage complementary resources and capabilities to enhance product offerings. For instance, a technology firm merging with a company that provides complementary services or products. Types of Acquisitions Stock Acquisition: This involves purchasing a controlling interest (typically 51% or more) of another company's shares. It can be friendly (agreed upon by both parties) or hostile (where the acquiring company seeks to take over without consent).  Asset Acquisition: In this type, one company acquires the assets of another company rather than its shares. This method allows the acquirer to choose specific assets while leaving behind unwanted liabilities. Procedures for Mergers Initial Planning and Strategy Development Define Objectives: Identify the strategic reasons for the merger, such as market expansion or operational efficiencies. Select Target Companies: Research and identify potential merger candidates that align with your business goals. Due Diligence Conduct Comprehensive Due Diligence: Assess the financial, legal, and operational aspects of the target company to identify risks and synergies. This includes reviewing financial statements, contracts, and compliance with regulations. Documents Required Merger Plan: A comprehensive document detailing the rationale for the merger, including expected benefits, market analysis, and strategic goals. Minutes of Meetings: Minutes from board meetings or shareholders’ meetings where the merger was discussed. These should reflect the decision-making process and any resolutions passed. Business Plans: The most recent business plans of both merging parties, outlining their operational strategies and financial forecasts. Financial Statements: Audited financial statements for the last two years for both companies to provide a clear picture of their financial health. Market Analysis Reports> Reports, surveys, or studies conducted within the last two years assessing market conditions, competitive landscape, and potential for sales growth. Legal Documents: Copies of relevant legal documents such as: Memorandum and Articles of Association (Memart) Certificates of incorporation Any agreements related to the merger (e.g., heads of terms, memorandums of understanding). Determine Merger Category Classify the Merger: Based on combined annual turnover, determine if the merger is a: Small Merger: Below the threshold stipulated by the FCCPC. Large Merger: Above the threshold (typically one billion naira). Notify the Federal Competition and Consumer Protection Commission (FCCPC) Notification Requirement: For large mergers, submit a merger notification to the FCCPC before implementation. This includes: FCCPC Form 1 (Notice of Merger) A non-confidential executive summary of the merger. Details of the merging parties, including their ownership structures and control. The nature of the merger and its strategic rationale. Relevant financial documents. Information on how the merger will affect competition in the market. The annual turnover of the merging entities Public companies must also notify the Securities and Exchange Commission (SEC). Thresholds for Notification: A merger is considered a large merger if the combined annual turnover of the acquiring and target companies exceeds ₦1 billion or if the target's annual turnover exceeds ₦500 million in the financial year preceding the merger. Public Consultation Engage Stakeholders: The FCCPC may publish the proposed merger in the Federal Gazette and invite public comments. This allows stakeholders to express their views on potential competitive impacts. FCCPC Review Process Assessment of Competition Impact: The FCCPC reviews the merger to determine if it may substantially prevent or lessen competition. Approval or Conditions: The FCCPC can approve the merger with or without conditions or prohibit it based on its findings. Approval Notification Issuance of Approval Certificate: If approved, the FCCPC issues a certificate indicating approval, which may include specific conditions. Publication of Decision: The decision is published in at least two national newspapers and in the Federal Government Gazette. Implementation of Merger Execute Merger Agreement: Upon receiving approval, proceed with executing the merger agreement and integrating operations. Compliance with Conditions: Ensure compliance with any conditions imposed by the FCCPC during implementation. Post-Merger Compliance File Post-Merger Documents: Within two weeks of completion, submit necessary documents to the FCCPC, including: A copy of the court order sanctioning the scheme (if applicable). Evidence of compliance with any conditions set forth by the FCCPC. Reports on employee arrangements and financial adjustments. Monitoring and Inspection Post-Merger Inspection: The FCCPC may conduct inspections within three months after approval to ensure compliance with regulatory requirements and assess how well the new entity is performing. Procedures for Acquisitions Preliminary Assessment Conduct a thorough analysis of the target company, including financial health, market position, and potential synergies. Identify strategic objectives for the acquisition. Engagement of Advisors It is important to hire financial advisors, legal counsel, and consultants to assist in due diligence and negotiations. Due Diligence Perform detailed investigations into the target’s financial records, legal obligations, operational capabilities, and market conditions. Assess any potential liabilities or risks involved with the acquisition. Valuation Determine the fair value of the target company using various valuation methods (e.g., discounted cash flow analysis). Negotiation Initiate discussions with the target company regarding terms of the acquisition. Draft a Letter of Intent (LOI) outlining preliminary terms and conditions. Documentation Prepare necessary legal documents, including: Share Purchase Agreement (SPA) Disclosure schedules Regulatory filings Ensure compliance with relevant laws and regulations. Regulatory Approval Submit required documents to regulatory bodies such as the Federal Competition and Consumer Protection Commission (FCCPC) for approval. Address any concerns raised by regulators during this process. Closing the Deal Finalize all agreements and complete the transaction. Conduct a closing meeting to execute documents and transfer ownership. Post-Acquisition Integration Implement strategies to integrate operations, cultures, and systems of both companies. Monitor performance and address any challenges that arise during integration.   CONCLUSION Mergers and acquisitions are important to the economy's proper functioning. They enable firms to gain efficiencies like economies of scale or scope, diversify risk across several activities. They also offer a means for replacing the managers of underperforming companies. The Federal Competition and Consumer Protection Act (FCCPA) of 2018 oversees Nigerian merger and acquisition proceedings. The Act mandates that all large mergers must be notified to the FCCPC before implementation. This requirement ensures that potential anti-competitive effects are assessed prior to any merger taking place. The FCCPC is the primary regulatory body overseeing mergers and acquisitions, replacing the Securities and Exchange Commission (SEC) for this purpose. This shift centralizes regulatory oversight, enhancing efficiency in the review process. Companies should engage legal and financial advisors early in the M&A process to navigate regulatory complexities effectively and ensure compliance with all requirements under the FCCPA. Author:  Adeola Oyinlade & Co.   Article Source: https://www.adeolaoyinlade.com/en/merger-and-acquisition-in-nigeria-the-legal-procedure-and-guidelines/

Introduction Debt recovery refers to the process of collecting money owed by individuals or corporations.It is crucial for maintaining financial health and has direct implications for credit ratings. The process typically follows a structured approach, ensuring compliance with legal frameworks. Definition of Concepts Debt A debt is liability on a claim; a specific sum of money due by agreement or otherwise. It is the aggregate of all existing claims against a person, entity, or State, a non-monetary thing that one person owes another, such as goods or services." Per JOSEPH TINE TUR, JCA (Pp 60 - 60 Paras E - F). See Ekaete v. UBN Plc (2014) LPELR-23111(CA). The Black's Law Dictionary defines "debt" as a specific sum of money due by agreement or otherwise. For a claim to be classified as a debt, it must meet certain criteria: The amount owed must be a certain, fixed, or liquidated sum. There must be a due date that has passed. The obligation arises from an agreement between the parties involved, namely the debtor (the person who owes the debt) and the creditor (the person entitled to recover the debt). Debt Recovery Debt recovery refers to the systematic process undertaken by creditors to collect unpaid debts from debtors. This process becomes necessary when a debtor fails to fulfill their financial obligations within the agreed timeframe. The primary goal is to secure payment for outstanding debts, which can involve various methods such as direct communication, negotiation and legal action. Legal Framework for Debt Recovery in Nigeria Common Law and Statutory Law Nigeria's legal system is influenced by English common law, and many principles of contract law are derived from this heritage. These statutes include: Sale of Goods Act: Governs sales contracts and related obligations. Bills of Exchange Act: Regulates negotiable instruments. Carriage of Goods by Sea Act: Addresses liabilities in shipping. Hire Purchase Act: Governs hire purchase agreements. Sheriff and Civil Process Act: Provides mechanisms for enforcing court judgments. Constitutional Framework While the 1999 Nigerian Constitution does not explicitly address debt recovery, it serves as the supreme law, ensuring that any conflicting laws are rendered void under Section 1(3). This establishes a foundational legal context for all debt recovery efforts. Civil Procedure Rules Each state in Nigeria has its own Civil Procedure Rules, which outline the procedures for initiating debt recovery actions, including filing claims, presenting evidence, and obtaining judgments. Bankruptcy and Insolvency Laws The Bankruptcy Act and the Failed Banks (Recovery of Debts) and Financial Malpractices in Banks Act provide frameworks for dealing with insolvent debtors, allowing creditors to recover debts through structured processes. Companies and Allied Matters Act (CAMA) CAMA includes provisions that protect creditors' rights and outline procedures for recovering debts owed to companies, including the registration of charges over debtor assets. Central Bank of Nigeria Guidelines The Central Bank issues regulations that guide financial institutions on best practices for debt recovery, particularly concerning non-performing loans. Customary and Sharia Law In certain regions, especially rural areas, customary law may influence debt recovery practices. Sharia law may also apply in specific contexts involving Islamic finance. Regulatory Bodies Central Bank of Nigeria (CBN) The CBN regulates financial institutions and implements policies to enhance loan recovery processes. It introduced the Global Standing Instruction (GSI), allowing banks to recover debts directly from borrowers' accounts across multiple banks, thereby streamlining the debt recovery process for financial institutions. Asset Management Corporation of Nigeria (AMCON) AMCON is tasked with acquiring non-performing loans from banks and managing distressed assets. It plays a pivotal role in stabilizing the banking sector by recovering toxic debts through legal means, thus reducing financial risks and enhancing overall financial stability in Nigeria. Nigeria Deposit Insurance Corporation (NDIC) The NDIC oversees the resolution of failed banks and manages the recovery of outstanding loans owed to these institutions. It ensures compliance with proper lending practices and assists in recovering debts when a bank's license has been revoked. Corporate Affairs Commission (CAC) The CAC regulates corporate entities and provides legal frameworks for creditors to register charges over debtors' assets. This registration helps creditors secure their interests and facilitates debt recovery when corporate debtors default Federal Competition and Consumer Protection Commission (FCCPC) While primarily focused on consumer protection, the FCCPC can address unfair practices related to debt collection, ensuring that creditors adhere to ethical standards during recovery efforts. Effective Strategies and Stages for Debt Recovery Amicable Settlement: Attempt to resolve the issue directly with the debtor to maintain relationships. This can involve informal discussions or negotiations to agree on repayment terms. Engagement of Professionals: If initial attempts fail, consult a lawyer or a debt collection agency. Provide necessary documentation, such as invoices and agreements, to support your claim. Demand Letter: If initial attempts fail, send a formal demand letter outlining the amount owed and payment expectations. This letter serves as a legal notice and can prompt payment before further action is taken. Mediation and Arbitration: If there is a mediation clause in the agreement, attempt mediation before filing a lawsuit. This can often lead to quicker resolutions without court involvement. Legal Action: If the debtor remains indifferent, file a suit in the appropriate court (Magistrate Court, State High Court, or Federal High Court) using fast-track procedures like the Undefended List or Summary Judgment Procedure. Enforcement of Judgment: Once a judgment is obtained, enforcement can be pursued through mechanisms such as garnishee orders or writs of execution. Legal Considerations There is a six-year statute of limitations for recovering debts arising from contracts in Nigeria, meaning claims must be initiated within this timeframe Challenges in Debt Recovery Procedural Delays: Court proceedings may be lengthy and complex, affecting the timely collection of debts. Lack of Documentation: Inadequate documentation of loan agreements and transactions might hinder creditors' ability to substantiate obligations and take legal action. Debtor Insolvency: If a debtor declares insolvency or lacks the resources to repay their obligations, creditors may struggle to retrieve owing payments through legal procedures. Using Law Enforcement Agents to Recover Debt The law is that a party cannot resort to the use of the Police or any law enforcement agency, to pursue recovery of debt. The primary duty of the Police by Section 4 of the police Act is the prevention of crime, investigation and detection of crime and the prosecution of offenders. The Police is not a debt recovery agency and has no business to dabble into contractual disputes between parties arising from purely civil transactions.  When a purely civil matter is reported to the Police, such a person cannot go scot-free as the report ought not to have been made at all since it is not within the purview of Police duties. It is a report made malafide and he will be equally liable for the action taken by the Police irrespective of whether he actively instigated them or not, since he had no business involving the Police in a purely civil matter in the first place. See Madaki & Anor v. GTB & Anor (2022) LPELR-57419(CA). Conclusions The nature of debt recovery can vary significantly based on factors such as the amount owed, the debtor's willingness to cooperate, and the legal framework governing debt collection in a specific jurisdiction. By following these structured strategies and stages, creditors can improve their chances of successfully recovering debts in Nigeria while adhering to legal requirements. Author:  Adeola Oyinlade & Co.   Article Source: https://www.adeolaoyinlade.com/en/debt-recovery-in-nigeria-the-effective-strategies-and-stages/  

What are the principal legislations regulating trademarks in Nigeria? The following laws are the relevant pieces of trade mark legislation in Nigeria: The Trademarks Act, CAP T13 Laws of the Federation of Nigeria (“LFN”), 2004 (the “Trademarks Act”) as amended. The Trademarks Regulation, 1967. The Merchandise Marks Act, CAP M10 LFN, 2004 (the “Merchandise Marks Act”). The Trademark Malpractices (Miscellaneous Offences) Act, CAP T12 LFN, 2004. The Counterfeit and Fake Drugs and Unwholesome Processed Foods (Miscellaneous Provisions) Act, CAP C34 LFN, 2004. The Cybercrimes (Prohibition, Prevention) Act, 2015. What can be registered as a trademark in Nigeria? Section 67 provides for a device, brand, heading, label, ticket, name, signature, word, letter, colour mark, numeral, the shape of goods, their packaging, or the combination of colours may be registered as a trade mark in Nigeria.  Three-dimensional marks are also eligible for trade mark protection. What are not registerable as trademarks in Nigeria? Marks or Designs that are unlawful or contravene public policy, deceptive or scandalous marks that are likely to cause confusion, names of chemical substances, similar or identical marks or designs, geographical names in their ordinary signification are not registrable as trademarks in Nigeria. See sections 11, 12, 13 and 18 of the act precludes trademark registration fraudulently obtained, file in bad faith and a mark filed by a person not being the true proprietor. What information is required to register a trademark in Nigeria? The following documents and information are required for Trademark registration in Nigeria: the name, address and nationality of the proprietor of the trademark; representation of the trade mark; specification of goods/services for which the trade mark is sought to be registered; the class of goods/services; and an executed Power of Attorney in favour of an authorised agent or attorney to process the application on behalf of the applicant. What is the procedure for Trademark registration in Nigeria? The first step is to conduct an availability search at the Trademarks Registry to ascertain that the mark is available in the class registration is being sought The trademark application is filed with an acknowledgment letter issued and is subsequently examined for registration after which an acceptance letter issued. Upon the acceptance, the accepted trademark application is listed for publication in the trademarks register (the publication of the Trademarks Office). After publication in the Trademarks Journal, the application is open to opposition by any third party to file a notice of opposition. Where there are no oppositions within this period, the applicant can procced to pay (sealing) fee and file to obtain the certificate of registration upon which the registration certificate is issued. On what grounds can a trademark application be opposed in Nigeria? Any person may oppose a trademark in registration Nigeria on any of the following grounds: The trademark is confusingly similar and/or identical to another’s trademark previously registered or well-known trademark The trademark is containing geographical names, The applicant is not the true proprietor or owner entitled to register the trademark, The trade mark contains the name of a chemical substance. The applicant for the trade mark has no intention of using it. Trademark containing any matter which is unlawful or contrary to public policy, among others, What is the Trademark opposition procedure in Nigeria? Any person (individual or corporate body) irrespective of proprietary interest, who believes that a trade mark application before the Trademarks Registry should not be granted may file an opposition to the registration in accordance with the following procedure: A party who intends to oppose a trade mark application must commence by filing a Notice of Opposition (the “Notice”) containing the ground(s) of opposition within two months from the date of publication of the application for trade mark registration, The registry must serve the notice on the trademark applicant, who must within a month non-extendable deadline to file a counterstatement to the Registrar stating grounds being relied on for the application for trademark registration. Where Counterstatement is not filed, the trademark application by the applicant shall be deemed abandoned. Where the applicant files a Counterstatement, the Registrar shall send a copy to the opposing party.  Both parties will then exchange statutory declarations in the form of evidence. When all processes have been filed, the tribunal issues a date for adoption/argument, and then a ruling is delivered. Appeal lies at the Federal High Court. The Registrar’s decision is subject to appeal to the Federal High Court. Is multi-class filing applicable in Nigeria? No. Applicant can only file a per class as Nigeria adopts a single-class filing system. Where a trademark is intended to cover multiple classes, applicant is required to file per class of interest separately. Are trademark rights enforceable in Nigerian courts?  Trademark rights are enforceable in Nigerian courts. The owner of a registered trademark in Nigeria may decide to enforce right of exclusive use of the mark by instituting action before the Federal High Court of Nigeria and seek injunctive relief to restrain and stop future violations of the registered trademark. See Ayman Enterprises Ltd v Akuma Ind Ltd & Ors (2003) LPELR-683 (SC). As held in Gallaher Ltd & Anor v BAT (Nig) Ltd & Ors (2014) LPELR-24333 (CA), a proprietor may seek injunctive relief to stop, on an urgent basis, the continuing violation of a registered trademark pending the hearing and determination of a suit for the enforcement of trademark rights in Nigeria. What is the term granted by Trademark registration in Nigeria? The initial registration of a trademark in Nigeria is valid for seven years from the date of application. Thereafter, it is perpetually renewed every 14 years. How is trademark renewed in Nigeria? Trademark renewal application is made to the Registrar through the appropriate form along with the prescribed fees and the certificate of registration or the certificate of last renewal, as applicable. Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance. Article Source: https://www.adeolaoyinlade.com/en/trademark-law-in-nigeria-a-guide-to-registration-infringement-and-enforcement/   Author:  Adeola Oyinlade & Co.  

Company registration in Nigeria in certain industries and economic sectors are govern by statues and other regulations in force that stipulate a minimum share capital threshold before a company can be successfully registered in Nigeria and commence business operation. Having substantial share capital indicates that the company is viable, can raise additional funds if required, instill confidence in potential investors and lenders as many of these industries are highly regulated and require the investment of large sums of money. The list below are various industries and their required minimum share capital before they can be successfully registered with Corporate Affairs Commission (CAC) in Nigeria. However, it should be noted that the minimum share capital threshold for company registration in Nigeria with foreign participation is N100 million Naira. A person seeking to set up a business in Nigeria may seek experienced corporate law experts’ guide on how to successfully register a company in Nigeria. SN TYPE OF COMPANY MINIMUM SHARE CAPITAL (N) JUSTIFICATION 1 ISSUING HOUSE 200 Million Securities and Exchange Commission Guidelines on New Minimum Share Capital for Market Operators 2 BROKER/DEALER 300Million 3 TRUSTEE 300 Million 4 FUND/PORTFOLIO MANAGER 150 Million 5 STOCK BROKER 200 Million 6 STOCK DEALER 100 Million 7 CORPORATE INVESTMENT ADVISER (REGISTRAR) 150 Million 8 CORPORATE INVESTMENT ADVISER 5 Million 9 INDIVIDUAL INVESTMENT ADVISER 2 Million 10 MARKET MAKER 2 Billion 11 CONSULTANT (PARTNERSHIP) 2 Million 12 CONSULTANT (INDIVIDUAL) 500,000 13 CONSULTANT (CORPORATE) 5 Million 14 UNDERWRITER 200 Million 15 VENTURE CAPITAL MANAGER 20 Million 16 COMMODITIES BROKER 40 Million 17 CAPITAL TRADE POINT 20 Million 18 RATING AGENCY 150 Million 19 CORPORATE/SUB BROKER 5 Million 20 ASSET MANAGEMENT (INTANGIBLE ASSETS) 300 Million 21 COMMERCIAL BANK WITH REGIONAL AUTHORIZATION 10 Billion CBN Scope and Standards Commercial Regulations 2020 22 COMMERCIAL BANK WITH NATIONAL AUTHORIZATION 25 Billion 23 COMMERCIAL BANK WITH INTERNATIONAL AUTHORIZATION 50 Billion 24 MERCHANT BANK 15 Billion CBN Scope, Condition and Minimum Standard for Merchant Banks Regulation 2, 2010 25 PAYMENT SOLUTION SERVICES (PSS) (As permissible under Super Agent, PTS and PSSP (combined)) 250 Million CBN Guidelines on licensing Framework/ Categorization for the Nigerian Payment System 2020 26 SUPER AGENT (Agent Recruitment Management and other activities as specified in the Regulatory Framework for Licensing Super Agents in Nigeria 50 Million 27 PAYMENT TERMINAL SERVICE PROVIDER (PTSP) (POS Terminal Deployment and Services, POS Terminal Ownership, PTAD, Merchant/Agent Training and Support) 100 Million 28 PAYMENT SOLUTIONS SERVICE PROVIDER (PSSP) (Payment Processing Gateway and Portal, Payment Solution/Application Development, Merchant Service Aggregation and Collection) 100 Million 29 MOBILE MONEY OPERATION (E-Money Issuing, Wallet Creation and Management, Pool Account Management activities as permissible under Super Agent) 2 Billion 30 SWITCHING AND PROCESSING (Switching, Card Processing Transaction, Clearing and Settlement Agent Services, Non-bank Acquiring Services activities as permissible under Super Agent, PTSP and PSSP) 2 Billion 31 UNIT MICRO FINANCE BANK (TIER 1) Tier 1: 200 Million CBN Regulations 32 UNIT MICRO FINANCE BANK (TIER 2) Tier 2: 50 Million 33 MICRO FINANCE BANK (STATE & FCT) 1 Billion 34 MICRO FINANCE BANK (NATIONAL) 5 Billion 35 PRIMARY MORTGAGE INSTITUTION 2 Billion 36 FINANCE COMPANY 20 Million 37 BUREAU DE CHANGE 35 Million 38 NON-INTEREST BANK (REGIONAL) 5 Billion 39 NON INTEREST BANK (NATIONAL) 10 Billion 40 INSURANCE BROKER 5 Million Nigerian Council of Registered Insurance Brokers Act, 2003 41 LIFE INSURANCE 8 Billion National Insurance Commission Revised Regulations 2019 42 GENERAL INSURANCE 10 Billion 43 COMPOSITE INSURANCE 18 Billion 42 GENERAL INSURANCE 10 Billion 43 COMPOSITE INSURANCE 18 Billion 44 RE-INSURANCE 20 Billion 45 UNIT MICROINSURER 40 Million Guidelines for Micro-insurance Operation in Nigeria 2018 46 STATE MICROINSURER 100 Million Guidelines for Microinsurance Operation in Nigeria 2018 47 NATIONAL MICROINSURER 600 Million Guidelines for Microinsurance Operation in Nigeria 2018 48 TAKAFUL INSURANCE (GENERAL AND FAMILY TAKAFUL) 200 Million National Insurance Commission Regulations 49 PRIVATE SECURITY COMPANY/CONSULTANT 10 Million Guideline on Requirements for Registration of Private Guard Security Companies made Pursuant to Nigerian Security and Civil Defence Corp Act No. 2 of 2003 50 PENSION FUND/ASSET CUSTODIAN 2 Billion National Pensions Commission Requirements for Licensing of Pension Fund Custodians (FEB 2005); National Pensions Commission Revised Minimum Share Capital Requirement for Licensed Pension Fund Administrators (April 2021); 51 CLOSED PENSION FUND 500 Million 52 PENSION FUND ADMINISTRATOR 5 Billion 53 LOTTERY 5 Million Section 2 (1), National Lotteries (Amendment) Regulation, 2007 54 SPORTS LOTTERY 30 Million National Lottery Commission Circular 55 AIR TRANSPORT (INTERNATIONAL) 2 Billion Nigerian Civil Aviation Authority 56 AIR TRANSPORT (REGIONAL) 1 Billion 57 AIR TRANSPORT (LOCAL) 500 Million 58 AIR AMBULANCE/FUMIGATION/ PRIVATE JET 20 Million 59 AVIATION (GROUND HANDLING SERVICES) 500 Million 60 AVIATION (AIR TRANSPORT TRAINING INSTITUTIONS) 2 Million 61 AGENTS OF FOREIGN AIRLINES 1 Million 62 TRAVEL/TOURS 30 Million International Air Travel Agency (IATA) 63 AGRICULTURAL SEEDS, PRODUCTIONS, PROCESSING, MARKETING 10 Million NASA Cap 5, LFN, 2004 64 SHIPPING COMPANY/AGENT 25 Million NIMASA Guidelines for Registration 65 CABOTAGE TRADE 25 Million 66 LIFE MICRO-INSURANCE 150 Million Guideline for Micro-Finance Operations in Nigeria (NAICOM), December, 2013 67 GENERAL MICRO-INSURANCE 200 Million Guideline for Micro-Finance Operations in Nigeria (NAICOM), December, 2013 68 FREIGTH FORWARDING 5 Million Registration of Freight Forwarding Regulation 2010 69 PAYMENT SERVICE BANK 5 Billion 70 HEALTH MAINTENANCE ORGANIZATION (HMO)(NATIONAL) 400 Million (Paid up) National Health Insurance Scheme HMO Accreditation Guidelines 71 HEALTH MAINTENANCE ORGANIZATION (HMO)(REGIONAL) 200 Million(Paid up) 72 HEALTH MAINTENANCE ORGANIZATION (HMO)(STATE) 100 Million (Paid up)   Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.  Article Source: https://www.adeolaoyinlade.com/en/the-breakdown-of-cac-share-capital-threshold-for-company-registration-in-nigeria/ Author:  Adeola Oyinlade & Co.

Introduction Operating a business in Nigeria requires various licenses and permits, which are vital for legal compliance and smooth functioning. The specific requirements can vary based on the nature of the business, its location, and whether it involves foreign investment. This article provides detailed overview of the essential licenses and permits needed for business operations in Nigeria.  Industries: Permits and Licenses in Nigeria Oil and Gas In Nigeria, the oil and gas industry is regulated by various permits and licenses. The regulatory framework has been significantly shaped by the Petroleum Industry Act (PIA) of 2021, which introduced new categories and guidelines for obtaining necessary permissions. Types of Licenses in the Upstream Sector The upstream sector, which focuses on exploration and production, requires specific licenses: Petroleum Mining Lease (PML): This allows disposal and working of crude oil, natural gas, and condensate. It is valid for 20 years. Petroleum Prospecting License (PPL): This is an exclusive license for drilling and exploration activities. The duration varies based on specific operations. Petroleum Exploration License (PEL): This a non-exclusive license valid for 3 years, with a possible renewal for an additional three years Liquefied Petroleum Gas (LPG) License: This is required for businesses that store, distribute, or sell LPG, which is often used in home and commercial cooking. NUPRC Permits The Nigerian Upstream Petroleum Regulatory Commission (NUPRC), formerly known as the Department of Petroleum Resources (DPR), oversees the issuance of permits necessary for oil and gas operations. There are three main categories of permits available: General Purpose Permits: For minor supplies, works, and maintenance services without specialized skills. Major Category Permits: This requires relevant technical skills and covers various job groups such as consultancy, logistics, and aviation support. Specialized Category Permits: For highly technical services like offshore pipeline construction and integrity testing. Banking and Financial Services Licenses The banking and financial services sector is heavily regulated, primarily by the Central Bank of Nigeria (CBN). The CBN issues various licenses to ensure that financial institutions operate within the legal framework established by the Banks and Other Financial Institutions Act (BOFIA) 2020. Below is a detailed overview of the types of licenses available, the application process, and compliance requirements. Types of Licenses Commercial Banking License: This allows banks to accept deposits and provide loans. Microfinance Banking License: Targets financial services for low-income individuals and small businesses. Specialized Banking License: This include non-interest banks (Islamic banking), microfinance banks, development banks, and mortgage banks. Non-Interest Banking License: For banks operating on Islamic principles, offering Sharia-compliant products. Merchant Banking License: Focuses on providing financial services to corporations, including advisory and underwriting services. Bureau De Change License: This permits entities to engage in foreign currency exchange activities. Payment Service Solution Provider License: This is required by companies offering digital payment solutions like electronic funds transfer and mobile payments. Mobile Money Operator License: This allows entities to provide mobile money services, facilitating transactions via mobile phones. Securities Trading License: This is essential for individuals and firms wishing to engage in the buying and selling of securities, including stocks, bonds, and other financial instruments. Insurance license: The National Insurance Commission (NAICOM) regulates the issuance of these licenses, ensuring that all insurance providers comply with established standards to protect policyholders and maintain market integrity. Telecommunications and Media Licenses The telecommunications and media sectors are regulated by the Nigerian Communications Commission (NCC), which is responsible for issuing various licenses that authorise entities to provide communication services. Types of Telecommunications Licenses The NCC issues several categories of licenses, each tailored to specific services and operational needs: Individual License: This license is granted to specific entities to conduct designated activities. Class License: A general license that applies to all entities providing similar services. Unified Access Service License (UASL): A comprehensive license allowing the provision of multiple telecommunication services under one license. Value Added Services (VAS) License: Permits the provision of non-core telecommunications services that enhance standard offerings. Metropolitan Fibre Cable Network License (MFCN): Allows entities to build and operate fibre optic networks within metropolitan areas. National Long Distance Operator (NLDO) License: Authorizes operators to provide long-distance telecommunications services within Nigeria. Frequency License: Required for operators wishing to use specific frequency bands for wireless communications. Automated Vehicle Tracking Service (AVTS) License: For companies offering vehicle tracking solutions using telecommunications technology. Broadcasting License: The National Broadcasting Commission (NBC) issues several categories of broadcasting licenses to entity wishing to operate radio or television stations. These licenses include radio broadcasting license, television broadcasting license, satellite broadcasting license and community radio license. Pharmaceutical and Healthcare Services Licenses The National Agency for Food and Drug Administration and Control (NAFDAC) is the primary regulatory body responsible for issuing licenses related to pharmaceuticals, while other agencies oversee specific healthcare services. Types of Pharmaceutical Licenses Pharmaceutical Manufacturing License: This authorises companies to manufacture pharmaceutical products. Pharmaceutical Import License: It allows entities to import pharmaceutical products into Nigeria. Pharmaceutical Distribution License: It permits companies to distribute pharmaceutical products within Nigeria. Retail Pharmacy License: This is required for pharmacies that sell medications directly to consumers. Types of Healthcare Services Licenses Hospital License: This is required for general hospitals providing a range of medical services. Clinic License: It is required for smaller healthcare facilities offering limited services. Laboratory License: Is required for laboratories conducting medical tests or analyses. Medical Device Registration: This ensures that medical devices sold in Nigeria are safe and effective. Real Estate and Construction License The regulatory framework is primarily governed by the Estate Surveyors and Valuers Registration Board of Nigeria (ESVARBON) and other relevant bodies. Types of Real Estate and Construction Licenses Real Estate Agent License: This authorises individuals to act as intermediaries in buying, selling, or renting properties. Real Estate Developer License: It is required for firms involved in property development, including residential, commercial, and industrial projects. Construction Company License: Allows firms to undertake construction projects, including residential, commercial, and infrastructure developments. Valuer License: Permits licensed professionals to conduct property valuations for various purposes, including sales, taxation, and insurance. Surveying License: It authorizes professionals to perform land surveys and provide related services. Facility Management License: It is required for firms providing facility management services in real estate properties. Building Permits: Is issued by local or state urban development bodies. Every building project requires this permission to comply with safety regulations. Environmental Impact Assessment (EIA) Permit: Required for projects with potential environmental impact. It is given by the Federal Ministry of Environment. Agriculture Licenses These licenses are regulated by several governmental bodies to ensure compliance with safety standards, promote sustainable practices, and enhance food security. The National Agricultural Seed Council (NASC), the Federal Ministry of Agriculture and Rural Development (FMARD), and the National Agency for Food and Drug Administration and Control (NAFDAC) are key agencies involved in the licensing process. Types of Agriculture Licenses Farm Registration License: It is required for individuals or entities operating agricultural farms. Seed Production License: This is necessary for companies involved in the production, processing, and marketing of agricultural seeds. Pesticide Registration License: This authorizes the use of pesticides in agricultural practices. Livestock Dealer License: This is required for businesses engaged in buying and selling livestock. Food Processing License: This is necessary for entities engaged in the processing of agricultural products. Agricultural Export License: This is required for exporting agricultural products outside Nigeria. Aquaculture License: Is required for entities engaged in fish farming or aquaculture operations. Organic Certification License: This is required for farms producing organic products that comply with organic farming standards. Food and Beverage This licensing framework is designed to ensure compliance with health, safety, and quality standards to protect consumers and promote public health. The regulatory bodies involved in the licensing process include the National Agency for Food and Drug Administration and Control (NAFDAC), local government authorities, and other relevant state agencies. Types of Food and Beverage Licenses Food Processing License: Required for entities involved in the processing of food products. Food Permit: This is necessary for restaurants, cafes, and other food establishments before they commence operations. Alcohol License: This is required for businesses that manufacture, import, or sell alcoholic beverages. Retail Food License: It is required for retail outlets selling packaged food products. Catering License: Is required for catering services that prepare food for events or provide meal delivery. Signage Permit: Required for businesses wishing to display outdoor signage. Food Handling Certificate: Workers in the food service industry may require food handling certification to attest to their adherence to safety and hygiene regulations. Health and Hygiene Permit: Local government health authorities require restaurants, catering services, and food handlers to obtain health permits, which guarantee that establishments meet food safety and sanitation standards. Tourism and Hospitality Hotel License: This is required for establishments providing lodging services to guests. Restaurant License: Is necessary for establishments that prepare and serve food to customers. Travel Agency License: This license authorises businesses to operate as travel agencies, providing travel-related services such as ticketing, tour packages, and travel consultancy. Tour Operator License: Is required for businesses that organize and conduct tours for tourists. Tourism Promotion License: For entities engaged in promoting tourism activities within Nigeria. Event Center License: This is required for venues hosting events such as weddings, conferences, and parties. Car Hire License: For businesses offering vehicle rental services to tourists. Camping Ground License: This is necessary for facilities that provide camping services to tourists. Education Licenses These licenses ensure that educational providers meet established standards, promote quality education, and protect the interests of students and the public. The regulatory framework is primarily overseen by the Federal Ministry of Education and various professional bodies, including the Teachers Registration Council of Nigeria (TRCN) and the National Commission for Colleges of Education (NCCE). Types of Education Licenses School Registration License: This is required for primary, secondary, and tertiary educational institutions to operate legally. Teachers Registration License: It is issued by the TRCN to certify that teachers meet the required qualifications to teach in schools. Higher Education Institution License: This is necessary for universities, polytechnics, and colleges of education to operate. Vocational Training License: Required for institutions offering vocational training programs. Distance Learning License: This is required for institutions providing distance education programs. Postgraduate Diploma in Education (PGDE) License: This is necessary for institutions offering postgraduate diploma programs aimed at training educators. Early Childhood Education License: It is required for centers providing early childhood education services. Manufacturing License This licensing framework is designed to ensure compliance with safety, quality, and environmental standards, thereby protecting consumers and promoting industrial growth. The regulatory bodies involved in the licensing process include the Manufacturers Association of Nigeria (MAN), the National Agency for Food and Drug Administration and Control (NAFDAC), and the Standards Organisation of Nigeria (SON). Types of Manufacturing Licenses Manufacturing Company Registration: To operate legally, manufacturing entities must register with the Corporate Affairs Commission (CAC) and provide documentation such as a business plan, proof of address, and details of shareholders. Product Registration License: This is necessary for manufacturers producing consumable goods, ensuring that products meet safety and quality standards. Quality Assurance License: This is issued by SON to certify that products meet national quality standards. Food Processing License: This is required for companies involved in food processing activities. Pharmaceutical Manufacturing License: This is specifically for manufacturers producing pharmaceutical products. Chemical Manufacturing License: This is required for companies producing chemical products. Cosmetic Manufacturing License: This is necessary for manufacturers producing cosmetic products. Import/Export License for Manufactured Goods: Businesses involved in importing or exporting manufactured products must obtain necessary permits from relevant authorities depending on the nature of the goods. Entertainment Licenses Entertainment License: This is required for venues that host public entertainment events such as concerts, theater performances, and dance shows. Nightclub License: This is necessary for establishments that operate as nightclubs or bars where patrons can dance and enjoy live or recorded music Theater License: This is required for venues specifically designated for theatrical performances. Film Production License: Individuals or companies engaged in the production of films or video content must obtain approval from the National Film and Video Censors Board (NFVCB), which includes submitting scripts for censorship and ensuring compliance with content regulations. Special Event License: This is needed for organizing temporary events such as festivals, fairs, or outdoor concerts. Live Performance License: This is necessary for venues hosting live music performances or other acts. Amusement Park License: Is necessary for operating amusement parks or entertainment centers with rides and games. Sports Betting Licenses Sports betting is regulated by the National Lottery Regulatory Commission (NLRC) at the federal level, along with state lottery boards, such as the Lagos State Lottery Board (LSLB). These licenses ensure compliance with legal standards, promote responsible gaming, and protect consumers. Types of Sports Betting Licenses Sports Betting License: This authorises operators to engage in sports betting activities, allowing them to accept wagers on various sporting events. Promotional Lottery License: This allows operators to conduct promotional lotteries that may include elements of sports betting. Online Sports Betting License: Is specifically for companies wishing to offer sports betting services via online platforms. State-specific sports betting license: Some states have their own regulations and licensing requirements for sports betting operators. For instance, in Lagos State, operators must obtain a license from the Lagos State Lottery Board (LSLB) in addition to federal licensing. Local business operations. Business Registration with the Corporate Affairs Commission (CAC): Registering a business provides legal recognition, protects intellectual property rights, and facilitates statutory compliance such as tax filings and annual returns. The Corporate Affairs Commission (CAC) is the regulatory body responsible for overseeing the registration of businesses, ensuring compliance with the Companies and Allied Matters Act (CAMA). Signage Permit: Retail and service businesses wishing to display outdoor signage are required to obtain a permit from local government councils or state advertising agency. For example, in Lagos, the Lagos State Signage and Advertisement Agency (LASAA) oversees outdoor advertising. Environmental Health Permit: Businesses that generate trash or engage in any hazardous activities must obtain permits from local environmental agencies to ensure adequate waste management methods. Mining and Quarrying The Ministry of Mines and Steel Development (MMSD) is the key government agency responsible for issuing these licenses. Types of Mining and Quarrying Licenses Exploration License: Grants the holder the right to explore for mineral resources in a specified area. Mining Lease: Allows the holder to extract minerals from a defined area. Small Scale Mining Lease (SSML): This is designed for smaller operations, such as artisanal or low-tech mining activities. Possess or Purchase License: Is required for entities seeking to trade in mineral resources without holding a mining lease. Mineral Buying Centre License: Allows companies to establish centers for buying and storing minerals. Mineral Export Permit: This must be obtained each time minerals are exported. Transportation and Logistics This licensing is regulated by various government agencies, including the Federal Road Safety Corps (FRSC), state transport authorities, and the Courier and Logistics Regulatory Department (CLRD) under the Nigerian Postal Service (NIPOST) for logistics-related activities. Types of Transportation and Logistics Licenses Freight Forwarding License: Required for businesses that facilitate the shipment of goods across borders, ensuring compliance with customs regulations. Road Transport License: This is overseen by the Federal Road Safety Corps (FRSC) and various state transport authorities. State Transport Authority (STA) License: This is required for intra-state transport operators, such as local bus services or taxi operators. National Union of Road Transport Workers (NURTW) Permit: A union permit required for road transport operators to ensure compliance with union regulations and standards. Hackney Permit: Required for commercial vehicles operating within a local government area, ensuring compliance with local regulations. International Courier License: For companies delivering parcels locally and internationally. National Courier License: For operators delivering parcels across Nigeria. Regional Courier License: For operations within specific regions of Nigeria. State/Special SMEs License: For small-scale courier operations within a single state. Power and Energy The Nigerian Electricity Regulatory Commission (NERC) issues licenses to companies that generate or distribute power. Types of Power and Energy Licenses Generation License: This allows the construction, operation, ownership, and maintenance of electricity generation facilities. Transmission License: Authorises the transmission of high-voltage electricity over a transmission network. Only Transmission Company of Nigeria (TCN) qualifies for this license Distribution License: This allows the holder to distribute electricity from grid supply points to consumers. Captive Power Generation Permit: Allows entities to generate electricity exceeding 1 MW for self-consumption. Meter Asset Provider (MAP) License: For entities approved to provide metering services including installation and maintenance. Meter Service Provider (MSP) License: For manufacturers, suppliers, or installers of electric meters or metering systems. Renewable Energy Permit: This is necessary for businesses that offer solar, wind, or other renewable energy solutions. Conclusion To operate a business legally in Nigeria, certain licenses and permits are required. It is important for business owners to understand and obtain these licenses and permits to ensure compliance and avoid legal issues while establishing their businesses in Nigeria. Considering that each permit has its unique procedures and requirement, it is important that business owners seek expertise of leading legal partitioners on top of the above listed practice areas for specific guides. Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance. Author: Samuel Anwe for Adeola Oyinlade & Co. Article Source: https://www.adeolaoyinlade.com/en/the-breakdown-of-licenses-and-permits-essential-for-business-operation-in-nigeria/

Regulatory Compliance involves the process of adhering to relevant laws, regulations, procedures, guidelines and other rules issued by the government or governing authorities.Companies operating business in Nigeria are required to comply with the regulatory obligations relevant to the scope of their business. Violations usually attract penalties and this may have an adverse effect on the business operation of the company.  It is noteworthy that the nature of business and operating industry plays significant role in determining the applicable regulatory compliance to be adopted by such business. Thus, it is sacrosanct that companies seeking to operate legally and successfully in Nigeria identify the regulations applicable to their business to prevent avoidable violations. This article shall be analysed under three categories. General Regulations These are the regulations applicable to all businesses regardless of the industry or sector. In other words, every company operating business in Nigeria must ensure compliance with these sets of regulations or requirements even if their business operation does not require any special or specific license or requirements. Business Registration: The first regulatory requirement every company seeking to operate legally in Nigeria must comply with is the registration of the business with the Corporate Affairs Commission (CAC) in accordance with the statutory provisions of the Companies and Allied Matters Act, 2020. The registration process simply involves securing a unique name for the company, preparing and filing the necessary documents and forms, payment of applicable fess, and obtaining the incorporation certificate upon approval by the Commission. Upon the successful registration of the company with the Commission, there are other post-incorporation requirements that must be fulfilled by the company to keep the company a legal going concern. This allows the company have a smooth business operation in Nigeria. b. Tax Registration/Compliance: Under the Nigerian laws, it is required that every company operating in Nigeria must obtain a Tax Identification Number (TIN) from the Federal Inland Revenue Service (FIRS) and fulfil their tax obligations and other tax related activities. The applicable taxes include Company Income tax, Value Added Tax, Withholding Tax, Industrial Training Fund and others. Some other applicable taxes are industry or transaction specific, such as, Petroleum Profit Tax, Stamp Duties, Custom and Excise Duty and others. c. Labour and Employment Compliance: Companies must ensure compliance with laws and regulations that govern their relationship with their employees. The major law that regulates the affairs of companies and employees in Nigeria is the Labour Act. The Labour Act makes comprehensive provisions in respect of employment contracts, employee rights, payment of wages, working hours, termination procedure among others. Other applicable laws are Industrial Training Fund Act, Trade Unions Act, Employee Compensation Act, Factories Act and other labour related laws. Compliance with these laws helps prevent avoidable disputes that may arise as a result of violation. d. Data Protection Compliance: There are data protection compliance obligations that companies in Nigeria must fulfil to ensure the protection of personal data. These obligations stem from laws and regulations such as the Nigerian Data Protection Act, 2023 (NDPA), the Nigeria Data Protection Regulation, 2019 (NDPR), the NDPR Implementation Framework, 2020. The NDPA is the principal legislation that regulates data protection compliance obligations in Nigeria. The objective of the Act among others, is to safeguard the fundamental rights and freedoms, and the interest of data subjects as guaranteed under the Constitution of the Federal Republic of Nigeria, 1999.  Companies are obligated to process and protect employees and customers/clients’ personal data in compliance with the provisions of the NDPA and other data protection regulations. Data protection compliance obligations include: obtaining consent from data subject; providing data security; granting data subject access to their personal data; observing data retention limitation; using collected data for lawful purpose only; verifying age and consent in respect of child’s personal data. Failure to comply with these obligations may attract sanctions such as payment of fine, payment of compensation to the data subject, prosecution, rectifying the violation. e. Audits and Inspections: Companies are required to conduct internal periodic audits to ensure compliance with the regulatory obligations and identify areas of improvement. For instance, data controllers and data processors who meet the statutory minimum thresholds are required under the NDPR to submit a yearly data protection Compliance Audit Returns (CARS) by conducting annual audit and filing annual report. Likewise, companies are subject to inspections by regulatory bodies to ensure compliance with industry standards and regulations while also preventing unethical or fraudulent operations. f. Reporting, Documentation and Retention: Maintaining accurate record-keeping is an essential part of regulatory compliance for every company. A company is legally obligated to keep or maintain statutory records or books that concern its business operations. This requirement stems from various laws and regulations and below are some of such records: Register of directors Register of members Tax and financial records Employee records Resolutions Annual returns Minutes Other records of compliance activities. Furthermore, there are provisions in respect of the retention duration of these records under the various laws or regulations. For instance, section 864 of CAMA provides that “companies, firms and corporate bodies registered under this Act shall retain documents stored in pursuance of the provisions of this Act in soft copies for six years from the date of storage." Similarly, section 75 of the Labour Act provides that employers shall keep records of their employees and these records shall be retained for three years after the time to which they refer. Industry-specific Regulations There is significant variance in Regulations based on the business industry. Likewise, some industries are subject to complex regulatory requirements because of their economic impact and as such undergo stringent penalties upon violation. Permits and Licenses: Some businesses require specific license or permit before they can begin operations in Nigeria. However, the type of license or permit to obtain depends on the industry and scope of operation. For instance: Banking and Financial Institutions require Banking License from CBN; Securities Trading License from Securities and Exchange Commission (SEC); Insurance License from National Insurance Commission (NAICOM); Payment Service Provider License (PSP) from CBN. Telecommunications and Media companies require operating License from Nigerian Communications Commission (NCC); Broadcasting License from National Broadcasting Commission (NBC); Value Added Service License from NCC. Pharmaceutical and Healthcare companies require license from Pharmacy Council of Nigeria (PCN); National Agency for Food and Drug Administration and Control (NAFDAC); Lagos State Health Facility Monitoring and Accreditation Agency (HEFAMAA). Real Estate and Construction companies are required to obtain Building Permit from the state or local urban development authorities; Environmental Impact Assessment (EIA) Permit from the Federal Ministry of Environment; Real Estate Developer’s License. Sports betting companies require the National Lottery Regulatory Commission (NLRC) License issued by the NLRC. Also, Lagos State require additional licensing from the Lagos State Lotteries Board (LSLB) to operate legally within the state. Companies into transportation and logistics business are required to obtain Road Transport License from the Federal Road Safety Corps (FRSC) for commercial vehicles; Freight Forwarding License from the Nigerian Maritime Administration and Safety Agency (NIMASA) for cargo handlers; Logistic License issued by the Nigerian Postal Service (NIPOST). Money lending companies must obtain approval from the Federal Competition & Consumer Protection Commission (FCCPC) to operate digitally in Nigeria. Also, Money Lender’s License must be obtained from the state of operation or FCT. Foreign Participation Regulations By the provision of section 20(4) of CAMA, an alien or foreign company may join in forming a company in Nigeria. However, this provision is subject to compliance with some legal requirements provided by the applicable laws and regulations. Some of these requirements are: a. The company must be registered with the Corporate Affairs Commission and thereafter with the Nigerian Investment Promotion Commission before commencing operation in Nigeria – section 78 of CAMA and section 20 of the NIPC Act. Exemption - Section 80 of CAMA makes provision for the categories of companies that are allowed to apply for exemption from incorporation as a Nigerian company before operating in Nigeria. For instance, foreign government-owned companies engaged solely in export promotion activities; foreign companies which are in Nigeria for the execution of specific individual loan projects on behalf of a donor country or international organization. b. The minimum required paid-up capital for a company with foreign participation in Nigeria is One Hundred Million Naira (N100,000,000). c. Business Permit and Expatriate Quota must be obtained by the company from the Ministry of Interior. The Business Permit allows the company to begin business operation in Nigeria while the Expatriate Quota is necessary for the company to have foreigners as employees. Regulatory compliance is undeniably an integral part of a business. By ensuring strict, adequate and timely compliance, companies avoid the risk of being exposed or faced with penalties from the government or regulatory bodies. Additionally, compliance positions the company as trustworthy and reliable. It is important that companies stay informed and updated about regulatory changes applicable to their business or engage experienced Attorneys for assistance in regulatory compliance. Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance. Author: Ayoola Hassan for Adeola Oyinlade & Co.   Article Source: https://www.adeolaoyinlade.com/en/the-checklists-of-regulatory-compliance-required-of-a-registered-business-entity-company-in-nigeria/

Introduction Financial technology, generally referred to as "Fintech", is a thriving business that applies technology. Leveraging innovation to improve financial services, cut transaction costs, and increase access to financing. Smartphones enabled financial breakthroughs like mobile banking. Fintech is disrupting traditional financial markets, including capital market trade. The banking industry prioritizes technology innovation more than ever before. This article examines the meaning and characteristics of fintech, legal and regulatory frameworks and types of fintech licenses in Nigeria. Meaning of Fintech The term "Fintech" refers to financial technology, which encompasses all types of technology used to provide financial services to businesses and consumers. Fintech is the combination of finances and technology. It creates and promotes new financial products, institutions, markets, and technologies. Fintech provides people with opportunities to decrease intermediaries, lower costs, and increase transparency in accessing financial services. This encompasses a wide range of offerings, such as online banking, mobile payments, lending, digital wallets, savings/investment tools and financial management applications. Fintech businesses use cutting-edge technology such as artificial intelligence, blockchain, and big data to provide novel financial products and services that are intended to be more efficient, accessible, and user-friendly than traditional financial institutions. Characteristics of Fintech Some of the characteristics of Fintech include: Fintech focuses on innovation rather than disruption. "Disruptive" is the most overused term in FinTech. While some FinTech operations are undoubtedly disruptive, disruption is not required. but Innovation. Fintech must focus on both process and technology. While technology is plainly necessary to address the problem being solved or the opportunity being generated, users will be required to adapt critical procedures, regardless of whether the customer is an end consumer or a business. Successful Fintech consider how the change being implemented will affect end customers and how they will adjust. Fintech provide services to B2C, B2B, and hybrid enterprises (with components of both). FinTech solutions are often "one-to-many" solutions, which means they may be applied to a wide range of businesses rather than being custom-built and employed by just one. Those applications of technology belong in a different category. Fintech are frequently enhancements to an existing product or process that make it better, faster, and occasionally less expensive, rather than something entirely new. Fintech are typically founded by persons who work in financial services and perceive a better/newer way to accomplish something or uncover a completely new solution inside their business. However, like with everything, there are no absolutes; some Fintech are founded by people outside of the business. These FinTech pioneers are frequently accompanied by industry veterans who can provide intimate knowledge of procedures, rules, and so on. The Fintech industry attracts and depends on people who enjoy creating and innovating rather than running current firms or working only within existing or traditional businesses. People who work in FinTech are entrepreneurs or intrapreneurs, not business operators, and they are more comfortable with risk. Legal and Regulatory Framework of Fintech in Nigeria Fintech is governed by multiple regulatory frameworks due to its complex nature. The legal and regulatory framework can be viewed from both legal and institutional perspectives. The laws and regulations applicable to fintech include: Central Bank of Nigeria Act, 2007 Banks and Other Financial Institutions Act, 2020 Nigerian Communications Act, 2003 Business Facilitation Miscellaneous Provision, Act 2023 Nigerian Exchange Technology Board Listing Rules, 2022 Nigeria Startup Act, 2022 NCC Value Added Services and Aggregator Framework, 2018 SEC Crowdfunding Rules, 2021 Moneylenders Laws of the respective states in Nigeria (this line item apart, all laws and regulations mentioned in this section are federal laws) NITDA Nigeria Cloud Computing Policy, 2019 Companies and Allied Matters Act, 2020 Investments and Securities Act, 2007 Federal Competition and Consumer Protection Act, 2018 and Federal Competition and Consumer Protection Commission regulations National Insurance Commission Act Money Laundering (Prohibition) Act, 2011 (as amended) Corrupt Practices and other Related Offences Act, 2000 Economic and Financial Crimes Commission (Establishment, Etc.) Act, 2004 Terrorism (Prevention) Act, 2011 (as amended) Cybercrimes (Prohibition, Prevention, Etc.) Act, 2015 Nigeria Data Protection Act, 2023 Nigeria Data Protection Regulations, 2019 NDPR Implementation Framework, 2020 Foreign Exchange (Monitoring and Miscellaneous Provisions) Act, 1995 Nigerian Investment Promotion Commission Act, 2004 National Office for Technology Acquisition and Promotion (NOTAP) Act, 1992 Finance Act, 2023 (as amended) Nigerian Deposit Insurance Commission Act, 2006 Financial Reporting Council of Nigeria Act. 2011 As a primary regulator of Fintech in Nigeria, the Central Bank of Nigeria has established the following guidelines for its operations: CBN Operational Guidelines for Open Banking in Nigeria, 2023; CBN Framework for Regulatory Sandbox Operations, 2020 (“Sandbox Operations Framework”); CBN Guidelines on Mobile Money Services in Nigeria, 2015; CBN Guidelines on Operations of Electronic Payment Channels in Nigeria, 2020; CBN Guidelines for Licensing and Regulation of Payment Service Banks in Nigeria, 2018; CBN Regulatory Framework for the Use of Unstructured Supplementary Service Data Financial Services in Nigeria, 2018; CBN Regulation for Bill Payments in Nigeria, 2018; CBN Risk-Based Cyber-Security Framework and Guidelines for Deposit Money Banks and Payment Service Providers, 2018; CBN Microfinance Policy, Regulatory and Supervisory Framework, 2011; CBN Revised Guidelines for Finance Companies in Nigeria, 2014; CBN Guidelines on Operations of Electronic Payment Channels in Nigeria, 2016; CBN Guidelines on International Mobile Money Remittance Service in Nigeria, 2015; CBN Guidelines on International Money Transfer Services in Nigeria, 2014; CBN Regulation on Electronic Payments and Collections for Public and Private Sectors in Nigeria, 2019; CBN Regulation for Direct Debit Scheme in Nigeria, 2018; and CBN Regulatory Guidelines on the e-Naira, 2021. Types of Fintech Licenses in Nigeria There are various types of fintech licenses that a company can apply for in Nigeria. The nature of the company's business determines this. These licenses include the following: Payment Service Provider (PSP) License: The Central Bank of Nigeria grants the Payment Service Provider (PSP) License, allowing companies to provide electronic payment solutions, internet banking, and mobile money. To obtain a Payment Service Provider license, the following steps must be taken: Incorporation and Legal Structure The applicant must be duly incorporated as a company in Nigeria. The legal structure and corporate governance must align with the requirements stipulated by the CBN. The objectives and authorized share capital of the company must fit into the exact category of license to be applied for Directors, shareholders, and key management personnel must meet the "fit and proper" criteria set by the CBN. This involves assessing their integrity, competence, and financial soundness. They may be interviewed by relevant security agencies for a background check. Financial Requirements The cost of setting up a payment service provider company depends on the category of license. Major financial obligations include the shareholders' funds, which must be deposited with the CBN during the pendency of the application. Once the application is approved, the funds are returned to the owner with any accruable interest. For example: PSSP or PTSP: Deposit NGN100 Million with the CBN. MMO and Switching Companies: Deposit a minimum of NGN2 Billion each with the CBN Documentary Requirements Incorporation documents: Certificate of incorporation from the Corporate Affairs Commission (CAC). Tax clearance: 3 years of tax clearance certificates for the company. Share structure: Details of the shareholding structure. Board and management details: CVs of board and management members. Organizational structure: Organogram and number of employees. Business plan: A detailed 5-year business plan and financial projections. IT policies: Policies on privacy, data protection, backup, security, etc. Risk management framework: Enterprise Risk Management Framework. Disaster recovery plan: Contingency and Disaster Recovery Plan. Draft agreements: Draft agreements with technical partners, banks, merchants, telcos, etc. Application fee: Non-refundable application fee of NGN100,000 paid via RTGS Application Process Pre-Application Engagement: Engage with the CBN or experienced consultants for clarification on requirements. Submission of Application: Submit the formal application, accompanied by all necessary documents, to the CBN. Payment of Shareholder Funds: Deposit the required shareholders' funds immediately after submitting the application. Due Diligence and Background Checks: The CBN conducts due diligence and background checks on the directors, shareholders, and key management personnel. On-Site Inspection: The CBN may conduct an on-site inspection of the applicant's premises. Review and Approval: The CBN reviews the application, taking into consideration all relevant factors, including the applicant's financial stability, compliance with guidelines, and adherence to technology standards. Post-Licensing Obligations: License holders are required to comply with ongoing reporting requirements, risk management practices, and any additional guidelines issued by the CBN. By meeting these requirements and submitting the necessary documents, entities can secure a Payment Service Provider license in Nigeria, facilitating their participation in the country's growing fintech sector. Payment Service Provider license is divided into different categories which include: A. Switching and Processing License: A switching and processing license, issued by the CBN, allows companies to conduct activities like card processing, transaction clearing, and settlement agents, enabling them to run a payment gateway linking various payment channels in Nigeria. Example of switching and processing fintech companies in Nigeria include Flutterwave, Interswitch and Paystack. To obtain a switching and processing license, the following steps must be taken: Capital Requirements Minimum shareholders' funds of ₦2 billion unimpaired by losses Refundable escrow deposit of ₦2 billion into the CBN PSP Share Capital Deposit Account, paid as a lump sum Licensing Process A written application to the Director, Payments System Management Department, Central Bank of Nigeria, Abuja, together with proof of payment and other required documents. Application fee of ₦100,000 Validity period determined by CBN upon satisfactory performance Documentary Requirements Incorporation documents 3 years of tax clearance Share structure, number of employees, and organogram Functional physical and digital addresses Board composition and personal details of board members and top management 5-year business plan and financial projections Features of the switching and processing scheme, security architecture, and process flows IT policies (privacy, data protection, backup, security, etc.) Risk management, internal control, KYC/AML procedures, fraud detection plan, consumer protection policy Executed agreements with technical partners, banks, merchants, etc. Permissible Activities Switching Card processing Transaction clearing and settlement agent services Non-bank acquiring services Activities of super-agents, payment terminal service providers (PTSPs), and payment system service providers (PSSPs)B. B. Mobile Money Operator (MMO) License: The Mobile Money Operator License, issued by the CBN, allows companies to offer mobile money services like electronic wallets, funds transfers, and bill payments. To obtain a Mobile Money Operator license, the following steps must be taken: Capital Requirements Minimum issued share capital of ₦2 billion unimpaired by losses Refundable escrow deposit of ₦2 billion into the CBN PSP Share Capital Deposit Account Application Process Application letter to the Director, Payments System Management Department, CBN Non-refundable application fee of ₦100,000 paid via RTGS Documentary Requirements Evidence of formation of the consortium/company (Certificate of Incorporation) Consortium/company profile and contact details Memorandum and Articles of Association Shareholding structure Forms C02 (Return on Allotment of Shares) and C07 (Particulars of Directors) CVs of board and management Organizational structure and organogram Business plan with details on: Nature of business Scheme features Security features 3-year financial projections Transaction/customer charges Profit sharing agreement IT policies (privacy, data, backup, security, etc.) Enterprise Risk Management Framework Contingency and Disaster Recovery Plan Draft agreements with partners (technical, banks, merchants, telcos, etc.) 3 years tax clearance certificates for consortium members Project deployment plan The application process involves an initial Approval-in-Principle (AIP) stage, followed by the final license issuance within 2-3 months after meeting all requirements. C. Payment Solution Service Provider (PSSP) License: The NCC and CBN issue the Payment Solution Service Provider License, allowing companies to provide payment processing and switching services for electronic transactions. To obtain a Payment Solution Service Provider license, the following steps must be taken: Capital Requirements Minimum shareholders' funds of ₦100 million unimpaired by losses Refundable escrow deposit of ₦100 million into the CBN PSP Share Capital Deposit Account Licensing Process Application letter to the Director, Payments System Management Department, CBN Non-refundable application fee of ₦100,000 paid via RTGS Validity period determined by CBN upon satisfactory performance Final license fee of ₦1 million to be paid before issuance of the commercial license Documentary Requirements Certificate of Incorporation from the Corporate Affairs Commission (CAC) Memorandum and Articles of Association with the object clause limited to PSSP activities 3 years of tax clearance certificates for the company Company profile detailing current business operations, products, and services Shareholding structure and details of directors/management (CVs, Forms C02 and C07) Organizational structure and number of employees 5-year business plan and financial projections IT policies (privacy, data protection, backup, security, etc.) Enterprise Risk Management Framework Contingency and Disaster Recovery Plan Draft agreements with technical partners, banks, merchants, etc. The application process involves an initial Approval-in-Principle (AIP) stage, followed by the final license issuance within 6 months after meeting all requirements and paying the final license fee. Compliance with CBN regulations, including data protection, KYC/AML, and consumer protection, is also crucial for obtaining and maintaining the PSSP license in Nigeria. D. Payment Terminal Service Provider (PTSP) License: The Nigerian Communications Commission (NCC) in collaboration with the CBN grants the Payment Terminal Service Provider (PTSP) License, allowing companies to offer payment terminal and POS services. To obtain a Payment Terminal Service Provider license, the following steps must be taken: Capital Requirements Minimum shareholders' funds of ₦100 million unimpaired by losses Refundable escrow deposit of ₦100 million into the CBN PSP Share Capital Deposit Account Licensing Process Application letter to the Director, Payments System Management Department, CBN Non-refundable application fee of ₦100,000 paid via RTGS Final license fee of ₦1 million to be paid before issuance of the commercial license Documentary Requirements Certificate of Incorporation from the Corporate Affairs Commission (CAC) Memorandum and Articles of Association with the object clause limited to PTSP activities 3 years of tax clearance certificates for the company Company profile detailing current business operations, products, and services Shareholding structure and details of directors/management (CVs, Forms C02 and C07) Organizational structure and number of employees 5-year business plan and financial projections IT policies (privacy, data protection, backup, security, etc.) Enterprise Risk Management Framework Contingency and Disaster Recovery Plan Draft agreements with technical partners, banks, merchants, etc. Payment Card Industry Data Security Standard (PCI-DSS) certificate Payment Application Data Security Standard (PA-DSS) or compliance with CBN IT Standards for Solution Development certificate The application process involves an initial Approval-in-Principle (AIP) stage, followed by the final license issuance within 6 months after meeting all requirements and paying the final license fee. Compliance with CBN regulations, including data protection, KYC/AML, and consumer protection, is also crucial for obtaining and maintaining the PTSP license in Nigeria. Payment Service Bank (PSB) License PSBs are licensed by the Central Bank of Nigeria (CBN) to leverage technology and agency banking to provide financial services to the unbanked and underbanked population, especially in rural and hard-to-reach areas. The main objective is to enhance financial inclusion by increasing access to deposit products and payment/remittance services. To obtain a Payment Service Bank license, the following steps must be taken: Capital Requirements Minimum shareholders' funds unimpaired by losses of ₦5 billion Licensing Process Application made to the Director, Payments System Management Department, CBN Non-refundable application fee of ₦500,000 Final license fee of ₦2 million to be paid before issuance of the commercial license Documentary Requirements Certificate of Incorporation from the Corporate Affairs Commission (CAC) Memorandum and Articles of Association with the object clause limited to PSB activities 3 years of audited financial statements Shareholding structure and details of directors/management (CVs, Forms C02 and C07) Organizational structure and number of employees 5-year business plan and financial projections IT policies (privacy, data protection, backup, security, etc.) Enterprise Risk Management Framework Contingency and Disaster Recovery Plan Draft agreements with technical partners, banks, merchants, telcos, etc. Evidence of at least 25% of access points to be located in rural/underserved areas Proof of partnership with card scheme operators (e.g. Visa, Mastercard) The application process involves an initial Approval-in-Principle (AIP) stage, followed by the final license issuance within 6 months after meeting all requirements and paying the final license fee. Compliance with CBN regulations, including data protection, KYC/AML, consumer protection, and financial inclusion targets, is crucial for obtaining and maintaining the PSB license in Nigeria. Alternative Lending/Digital Credit Licenses Alternative lending or digital credit refers to fintech-based lending platforms that provide quick, non-collateralised micro-credit facilities, as opposed to traditional loan application processes. These platforms are commonly known as "loan apps" and can be operated by licensed moneylenders, banks, and finance companies. To obtain an Alternative Lending/Digital Credit license in Nigeria, the requirements are: For Money Lenders License Application to the Home Affairs Ministry in states like Lagos through the state Moneylenders law Fill Moneylenders Ordinance Form B and pay application fee Yearly renewal process required For Finance Company License Application to the Central Bank of Nigeria (CBN) Minimum share capital of ₦100 million Submit comprehensive IT policy, 5-year business plan, Enterprise Risk Management plan, and Dispute Resolution Framework Detailed information about technical/IT service providers Additional Requirements Compliance with Nigeria Data Protection Regulation (2019) for data protection Registration with Federal Competition and Consumer Protection Commission (FCCPC) under their Limited Interim Regulatory/Registration Framework and Guidelines for Digital Lending, 2022 Robust cybersecurity measures to protect customer data Thorough customer due diligence to prevent fraud The key documents required include: Certificate of incorporation Tax clearance certificates Shareholding structure and CVs of directors/management Organizational structure and number of employees Business plan and financial projections IT policies (privacy, data protection, security, etc.) Risk management and compliance frameworks Meeting these capital, regulatory, and operational requirements is essential to obtain an Alternative Lending/Digital Credit license from either the state government or the Central Bank of Nigeria. The license allows companies to legally provide digital lending services in Nigeria. Digital Crowdfunding Intermediary License A Digital Crowdfunding Intermediary is an entity that facilitates transactions involving the offer or sale of securities through a crowdfunding portal or platform. Licensing Process Minimum paid-up share capital of ₦100,000,000 (One Hundred Million Naira) Application to the Securities and Exchange Commission (SEC) using the appropriate forms. Non-refundable application fee and final license fee to be paid as prescribed by the SEC. Documents Required Certificate of Incorporation from the Corporate Affairs Commission (CAC) Memorandum and Articles of Association Audited accounts of the applicant Company profile, business plan, and operational manual Details of the crowdfunding system to be adopted Proposed brand name and domain names Fidelity Insurance Bond covering at least 20% of the minimum capital Additional Requirements Compliance with the Federal Competition and Consumer Protection Commission (FCCPC) guidelines for digital lending. Compliance with the Nigeria Data Protection Regulation (2019) for data protection The application process involves an initial Approval-in-Principle (AIP) stage, followed by the final license issuance within 6 months after meeting all requirements and paying the final license fee. Compliance with these regulatory requirements is crucial for obtaining and maintaining the Digital Crowdfunding Intermediary License in Nigeria. Regulatory Sandbox A Regulatory Sandbox is a controlled environment where fintech companies can test innovative products, services, delivery channels or business models under the supervision of the regulator. It allows for live testing of new financial technologies and services in a live environment, with appropriate safeguards and oversight. Application Process Applications are made on invitation from the Central Bank of Nigeria (CBN) Applicants submit the following documents: Board approval (where applicable) Incorporation documents, company profile and contact details CVs of board members and management Project plan, business proposal and outcomes Strategy for sandbox trials and AML/CFT policy Proof of intellectual property rights The CBN reviews applications and informs eligible applicants within 45-60 working days Successful applicants receive a Letter of Approval to test their innovation in the sandbox Participants must comply with the CBN's operational requirements, including: Filing requirements Reporting requirements during the sandbox testing Exit conditions and approval for expiration Evaluation and review of the license The CBN may relax specific regulations during the sandbox period Upon exit, participants must meet all relevant legal and regulatory requirements Conclusion The requirements across these licenses include minimum capital, application and licensing fees, incorporation documents, financial statements, IT policies, risk management frameworks, and regulatory compliance. Obtaining the appropriate fintech license is crucial for companies to legally operate in Nigeria's growing fintech sector.  

Nigeria is a developing capitalist economy. Free enterprise is the norm but there are some important sectors like Electricity and Water that are partially owned and controlled by the government.Most of Nigeria’s economic activities occur in the major metropolitan areas such Abuja, Lagos, Kano, Onitsha, and Port Harcourt. Oil and Gas is the major export and revenue earner for the country. In 1989, the Nigerian government permitted 100% foreign ownership in any new venture except those involved in the production of arms and ammunition. To every business owner with the main goal of successful enterprise, a sustainable and enabling business environment is very crucial and a deciding factor. For investors to settle for a jurisdiction to cite businesses, such jurisdiction must certainly be where the potential to advance their business objectives are enormous. Nigeria has Africa’s largest economy, with a GDP of $477.38 billion in 2023. Nigeria is a big oil producer with a population of more than 225 million people. The country recently made amendments to local company and tax laws in order to create a more enabling business environment for local and foreign business owners including ratifying the African Continental Free Trade Area (AfCFTA) Agreement. The relatively recent development is aimed at positioning the country better to attract foreign investments and establishes profitable business presence for foreign investors in Nigeria. Establishing a Business with Foreign Shareholding in Nigeria Under Nigerian law, foreigners can own a new company 100%. The first stage to foreign participation or ownership of a company in Nigeria is to establish the partners/shareholders and their respective percentage shareholdings in the proposed company. Thereafter, the promoters of the company would establish the name of the proposed company, initial authorized share capital and main objects of the proposed company.  Except in instances where the proposed company will be 100% owned by non-resident shareholders, the promoters should prepare Joint-Venture Agreement between prospective shareholders. The Joint-Venture may specify; inter-alia, mode of subscription by parties, manner of Board Composition, mutually protective quorum for meetings, specific actions which would necessitate share-holders approval by special or other resolutions. Types of companies that can be set up in Nigeria There are several types of companies that can be set up in Nigeria depending on the intended purpose of establishment. However, the most commonly used or established company in Nigeria for profit oriented commercial operations are Private or Public companies wherein the liability of each member is limited by shares. From our experience in decades, the type of company registration most suitable for most foreign investors with their intended business is a private company limited by shares, which will be registered at the Corporate Affairs Commission (CAC). The first step towards incorporation of the new company is to conduct a search as to the availability of the proposed company name and, if available, reserve the name with the Corporate Affairs Commission (CAC). The Nigerian solicitor would then effect payment of stamp duties, CAC filing fees and process and concludes registration of the company as a legal entity. Requirements for the Registration of a Private Company in Nigeria Outlined below are the requirements for the registration of a private company limited by shares in Nigeria; Two proposed names according to preference: Object of the company: This is the nature of business owners intend the newly formed company to operate in Nigeria. Registered office address: Details of Directors of the newly formed company: Details of Secretary: Proposed Share Capital of the Company: Under Nigerian law, the minimum share capital for Companies owned partly or wholly by foreigners is now N 100, 000, 000.00 (One Hundred Million Naira). Details of Shareholders/ Subscribers and the amount of shares allotted by the company. The names, addresses, occupation, email address, phone number and nationalities of the natural or legal persons (individual or company) who are the intended shareholders of the Company. Copies of the information page of international passport or national identity card of the shareholders/directors; Where another company would be a shareholder in the new company, a copy of a certificate of registration of the company in the jurisdiction where it is registered will be required; Where another company would be a shareholder or subscriber to the memorandum and articles of association, a duly signed and sealed resolution authorizing the subscription of the shares of the new company will be required; Scanned signature of the shareholders/representatives (where a company is the shareholder); Details of a witness Nigerian Investment Promotion Commission (NIPC) Registration Foreign Shareholders of a proposed company in Nigeria may grant a power of attorney to its Solicitors in Nigeria, enabling them to act as its Agents in executing incorporation and other statutory documents pending the registration with Nigerian Investment Promotion Commission (NIPC). When the Certificate of Incorporation is issued, the new business should be registered with the Federal Inland Revenue Service (FIRS) for TIN and Value Added Tax (VAT) Certificate. In addition, the new company should prepare and submit simultaneous applications to the Ministry of the Interior (on the prescribed NIPC Application Form) for the following: – – Registration and Expatriate Quota; – Pioneer Status and other incentives (where applicable) The application to the Ministry of the Interior should be accompanied with the following documents: – Original and duplicate Copy of the duly completed NIPC Form 1; Original Copy of the treasury receipt for the purchase of NIPC Form; A Copy of the Certificate of Incorporation of the applicant company; A Copy of the Tax Clearance Certificate of the applicant company; Produce CAC’s Forms duly certified; A Copy of the Memorandum and Articles of Association; A Copy of treasury receipt as evidence of payment of stamp duties on the authorised share capital of the company as at date of application; A Copy of the Joint-Venture Agreement -UNLESS 100% foreign ownership is envisaged; A Copy of Feasibility Report and Project Implementation Programme of a company for its proposed business. It is advisable that quotations, letters of intent and other such documentation relating to industrial plant and machinery to be acquired by the company, be forwarded either as annexes or separately. In order to discourage the dissipation of administrative energy on speculative applications, the NIPC favours the applicant who has demonstrated positive intention to commence business as and when approvals are granted. Hence, the requests for evidence of acquisition of business premises and evidence of acquisition of the plant and machinery to be utilized in the company’s business; A Copy of Deed(s) of Sub-Lease/Agreement evidencing firm commitment to acquire requisite business premises for the company’s operation. By implication, the ultimate NIPC approvals do incorporate approvals of the industrial site locations indicated in the application; A Copy of training programme or personnel policy of the company, incorporating management succession schedule for qualified Nigerians; Particulars of names, addresses, nationalities and occupations of the proposed directors of the company; Job title designations of expatriate quota positions required, and the academic and working experience required for the occupants of such positions. Copies of information brochure on foreign shareholder (if available) as testimony of international expertise and credibility of the foreign partner in the proposed line of business. Capital Importation Once the NIPC approvals are obtained, the non-resident shareholder must take effective steps to import its foreign equity holding in the company. To ensure prompt importation of the foreign equity components, the NIPC may register company but defer approvals for Expatriate Quota and Pioneer Status and other applicable investment incentives, until evidence of capital importation is produced. After obtaining Certificate of Capital Importation from the bank, the NIPC is to be notified of this fact with the supporting documentation, in order for it to resume processing of pending approvals that might have been deferred on such ground. As soon as expatriate quota position are granted and the respective individuals to fill the quota positions are recruited, the company must embark on steps to obtain work permit and residency status for the expatriate employees and their accompanying spouses and children (if any). Current Legal Regulation on the Appointment of Foreign Directors The promoters of business ventures in Nigeria are free to appoint directors of their choice, either foreign or Nigerian, and the directors may be resident or non-resident. The application to the NIPC must reflect the names of the proposed Nigerian and foreign directors (with an indication of resident and non-resident directors). The Registration Certificate consequently issued following such application usually reflects the respective names of the proprietors of the company, as well as the directors representing each proprietor or co-proprietor. Tax advantages to a “Pioneer Company” By virtue of the Industrial Development (Income Tax Relief) Act, Cap. 17 Laws of the Federation of Nigeria, 2004, certain industries are declared to be “pioneer industries.” Thus, any company whose products fall within the categorized industries could be conferred with Pioneer Status. This designation is not necessarily a reflection that a company was pioneer per se in the industry, as several companies within the same pioneer industry classification could qualify for Pioneer Status. Where the activities of a company include the production of pioneer and non-pioneer products, the tax relief available on conferment of Pioneer Status would be restricted to income derived from pioneer products only. Under the current industrial policy, conferment of Pioneer Status accords a company relief from income tax liability for a period of up to 5 years (tax-holiday status). The Criteria for Granting Pioneer Status: – (i)  The amount of qualifying capital investment in a company must be verifiable by physical inspection and supported by a report of the Industrial Inspectorate Division of the Federal Ministry of Industry before a Pioneer Certificate is granted; (ii) The socio-economic advantages of a company’s activities to the Nigerian economy as set out in its Feasibility Study is also an important consideration. Without prejudice to these conditions, NIPC is empowered to confer Pioneer Status and other investment incentives, in any other deserving circumstance as the Council of NIPC may approve in accordance with the provision of the Nigerian Investment Promotion Commission Act and the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act in 1995.  

We are excited to announce a strategic alliance between Adeola Oyinlade & Co. and Asian Exporters’ Chamber of Commerce and Industry (AECCI) under the esteemed leadership of Our Senior Partner, Mr. Adeola Austin Oyinlade and Honourable Board Chairman of AECCI, Shri Jaheer Bukhari. This partnership represents a pivotal advancement in expanding our conscientious, diligent, practical services and offering comprehensive legal support to exporters and importers from AECCI. By leveraging our combined expertise, we aim to elevate our competent, innovative, cost-effective, and well-timed responsive legal services and provide customized, top-tier legal solutions tailored to the specific requirements of traders from India. Adeola Oyinlade & Co is a top law firm in Nigeria currently serving individuals, small businesses, public and private companies, foreign law firms and international consultancy firms, intergovernmental organizations, national and foreign governments’ agencies, multinationals, financial institutions, universities, international charities, technology companies, and manufacturers. The firm’s services have earned them the prestigious International Law Firm of the Year in Nigeria - 2022 and 2023 of Corporate INTL Global Awards, Nigeria Law Firm of the Year at the Lawyers Global® 2024 Annual Legal Awards among others. Asian Exporters’ Chamber of Commerce and Industry (AECCI) is a non-profit organization recognized by Ministry of Commerce and Industry, Government of India. It serves as a facilitator for its members in expanding their international business and enhancing their operational capacities across diverse Asian territories. The Chamber maintains affiliations with embassies, ministries, and other trade organizations to foster trade promotion. Additionally, it offers its members comprehensive legal support, dispute resolution and expert guidance for initiating new ventures. As a body fostering trade relationships, the Chamber provides an accessible platform for the business community, actively nurturing trade opportunities and contributing to the establishment of a competitive business environment. This collaboration will fortify our position as a leading full-service law firm in Nigeria and amplifies our capacity to deliver specialized legal services across a wide range of industries, including International Law, Corporate and Commercial Law, Intellectual Property Law, Banking & Finance, Insurance, Commercial Litigation & Alternative Dispute Resolution, Construction, IT, Media, and more. The partnership will see both Adeola Oyinlade & Co and AECCI aiming to provide specialized assistance in addressing region-specific trade issues faced by the business community including Industries such as Real Estate, Construction, Banking and various other sectors, predominantly conducting their business operations in Nigeria and hosting a comprehensive series of online seminars, webinars, training sessions, trade exhibitions, and business forums. Adeola Oyinlade & Co's scope of legal services in Nigeria encompasses a wide array of practices, including banking, finance & taxation, capital markets, real estate and development, communications, company and secretarial services, corporate advisory, corporate restructuring, due diligence, employment and labour, immigration, regulatory compliance, foreign investment, mergers and acquisitions, intellectual property, debt recovery and insolvency, maritime, shipping, aviation & transport, oil & gas, energy, natural resources, property, and real estate, sports, entertainment, fintech and technology, media, investment advisory services, dispute resolution, arbitration and litigation, cross-border litigation strategy and more to individuals and corporate entities in helping them with their personal as well as business matters. According to Mr. Adeola Austin Oyinlade, Senior Partner of Adeola Oyinlade & Co, “this partnership marks a crucial step in strengthening global legal connections, fostering productive relationships, and advancing shared objectives between Adeola Oyinlade & Co and AECCI” For more information about this collaboration and our services, please contact us at [email protected] or visit www.adeolaoyinlade.com    

We are delighted to announce that Adeola Oyinlade & Co has been named the Nigeria Law Firm of the Year at the Lawyers Global 2024 Annual Legal Awards. The Lawyers Global announced the release of the 2024 Annual Legal Awards on Thursday, 26th September, 2024. Adeola Oyinlade & Co. is a leading full-service law firm headquartered in Lagos, Nigeria that offers a variety of legal services to a vast range of national and foreign clients. The firm’s corporate, commercial and business advisory expertise covers banking and finance, capital markets, real estate and development, communications, company and secretarial services, corporate finance, corporate restructuring, due diligence, employment and labour, immigration, regulatory and compliance, foreign investment and divestment, mergers and acquisitions, tax, intellectual property, Fintech, technology, sport, media, agricultural investment advisory services, arbitration and litigation, cross-border litigation strategy, and more. As published on the Lawyers Global Website, Adeola Oyinlade & Co is declared country winner of the 2024 Annual Legal Awards in the Nigeria category. “This year recognition is a testament of the competent, innovative, cost-effective, and well-timed responsive services we provide to our clients” says the Practice Administrator of the firm, Busola Ogundele. Earlier in 2024, Adeola Oyinlade & Co became the exclusive Nigerian member of the International Network of Boutique and Independent Law Firms (INBLF), a global network of highly credentialed lawyers and law firms built to ensure top flight legal services to clients across the globe. The firm currently serves individuals, small businesses, public and private companies, foreign law firms and international consultancy firms, intergovernmental organizations, national and foreign governments’ agencies, multinationals, financial institutions, universities, international charities, technology companies, and manufacturers. While the firm services have earned them the prestigious International Law Firm of the Year in Nigeria - 2022 and 2023 of Corporate INTL Global Awards, the firm’s Senior partner, Adeola Austin Oyinlade has received several national and global recognitions including the 2018 International Bar Association (IBA) Human Rights Lawyer of the Year Award at Rome, Italy and 2021 American Bar Association (ABA) International Human Rights Award at Chicago, United States.