Category: CAC Matters

STEPS TO REGISTERING A SECURITY COMPANY IN NIGERIA

Private Security Company

Introduction

When it comes to protecting the safety of lives and properties in Nigeria, several private companies out there have played significant roles over the decades. It should be noted that this industry has been very competitive in the aspect of providing job opportunities for Nigerians.

According to certain records, the National Bureau of Statistics in 2019 recorded over 1,110 registered private companies, employing around 828,502 applicants in Nigeria from 2013 to 2018. As a result, this shows how several people consider this job as a good-paying one.

Moreover, the information regarding the number of people employed by various companies was compiled and supplied by the Nigeria Security and Civil Defence Defence Corps (NSCDC), which serves as an agency that was authorized by law for the purpose of supervising private security guard companies in Nigeria.

This article offers relevant information that relates to the legal requirements for setting up a private security guard company by virtue of the Private Guard Companies Act, CAP P30, LFN 2004.

FIRST STAGE: REGISTRATION OF A LIMITED LIABILITY COMPANY

You should know that a security company has to be registered at the Corporate Affairs Commission (CAC) as a limited liability company. This is because the company is expected by law to have a minimum share capital of N10,000,000 (Ten Million Naira) with the object as the provision of private security services.

Requirements for registration at the Corporate Affairs Commission

  1. Two proposed names have to be provided which stipulate the preferred name of the company or an alternate name.
  2. The address of the head office and branch offices has to be provided.
  3. There should also be a share capital and shareholding formula among the shareholders.
  4. The company must have the particulars of at least three directors. This will their phone numbers, email addresses, residential addresses, passport photographs, copies of any of their identity card (driver’s license/voters card, national passport/national identity card)

It is also imperative to note that one or most of the directors of the company must be retired military or paramilitary personnel, and their rank must be the rank of Major or Commissioner. This is how the process works as no foreigner is allowed to become or act as a director.

  1. Secretaries of the company must have particulars of the company, passport photographs, and any other possible means of identification.
  2. Shareholders must also have particulars, who will act as the first subscribers of the company.
  3. The Corporate Affairs Commission has A Memorandum and Articles of Association (MEMART) irrespective of new companies to employ and adopt. On the other hand, it is best to seek a legal practitioner to draft an article, due to the peculiarities coupled with setting up a security company in Nigeria.
  4. Applicants are required to pay the filing fees to the CAC and Stamp Duties to the Federal Inland Revenue Services (FIRS). This is based on share capital. It is also important to make a budget for professional fees for the legal practitioner in offering assistance during the course of the process.

All these requirements as stated above should be in place, the statutory CAC forms will be filled online and the company will be duly registered. The next stage would be to focus on obtaining a Private Security Licence from the NSCDC.

SECOND STAGE: REGISTRATION OF THE COMPANY WITH THE NSCDC

Registering with the NSCDC is very vital for any security company before a license can be granted for operation. However, the NSCDC outlined the requirements every security company must meet before obtaining a private security license. They are stated below;

  1. An application for a private guard license must be tendered to the NSCDC, which must be addressed to the Commandant General of the NSCDC.
  2. There must be evidence of a company’s registration which involves a minimum of N10,000,000 paid up share capital and a minimum of 3 directors.
  3. Every security company must provide certified True Copies of the Memorandum and Article of Association.
  4. Photocopies of the Certificate of Incorporation must be provided.
  5. Must provide Tax Clearance Certificate.
  6. Must Obtain a statement of account from a bank.
  7. A letter from a legal advisor has to be provided.
  8. A letter from an Auditor must be provided.
  9. Letter from Bankers.
  10. Proposed training program.
  11. The proposed salary structure must be provided.
  12. Veterinary certificate (Optional) Applicable if security animals are used.
  13. All directors must obtain Personal History Statements (PHS) forms. The price is One Hundred Thousand Naira (N100,000), which is very important for all directors to have one. This form has to be filled by the directors stating ‘Nil’ or ‘Not Applicable’ at portions they do not have specific answers to, and every column should be filled.
  14.  There should also be two copies of the Academic credentials of directors to be attached to the PHS form.
  15. Each director has to provide eight passport photographs.
  16. This eight full photographs postcard should be sized 5 x 7 inches with a white background, five fingerprints, and a signature signed on the back of the postcard.
  17. Must provide a photocopy of the signature page of the Directors in the International Passport, Drivers License, or National ID Card.
  18. Every director must provide attestation letters from 3 referees each.
  19. There should be one uniform sample. This involves how the security officer will be dressed when discharging duty. They include; a complete set of shoes, clothes, and a cap) Additionally, a photograph of a guard in uniform would serve as a sample, and all uniforms must not have the same appearance as any governmental agency or any other Private Guard Companies.
  20. An application fee of Five Hundred Thousand Naira (N500,000) must be provided.

All the requirements mentioned above must be completed during the assessment of applications by the NSCDC which would be forwarded onward to the presidency.

THIRD STAGE: OBTAINING A PRIVATE SECURITY LICENCE

Note that all requirements stated in stage two will be presented by the NSCDC to the Presidency for final check and clearance of all the directors.

Additionally, the President will issue a letter containing security clearance to the NSCDC and the stated company will be invited to make payments as regards the license fees.

However, there are two categories of licenses for private security guard companies which will be stated below;

THE LICENCE CATEGORIES

Category A: Note that the company can have the capacity to have more than 3000 guards. The license fee is N3,000,000 (Three Million Naira Only)

Category B: Under this category, the company’s maximum amount of guards is only 3000 guards. The license fee here goes for N3,000,000 (Three Million Naira Only)

Importantly, A license may be approved by the Ministry and issued by the company if the payment for a license under any of the categories is completed and the Commandant General of the NSCDC recommends the company.

UNDERSTANDING THE LICENSING AUTHORITY

According to Section 2(1) of the Private Guard Companies Act, (PGC Act) A formal application for a license is submitted to the Minister of Internal Affairs through the licensing authority. Section 3 of the Act allows the Minister to give a permit only if he believes it is justified in terms of national security and public interest.

Private security guard operations are currently managed by the Ministry of Interior. The NSCDC helps the Ministry do this. By virtue of Section 3 of the NSCDC Act, the NSCDC is required to recommend to the Ministry the registration of private guard companies.

The NSCDC functions through its Private Guards Companies Department to be effective in its duties. The licensing process only involves the agencies mentioned above, so it is important for license applicants to be aware of this. Therefore, applicants should watch out for scammers.

RENEWAL OF A LICENSE

The security company must renew its license three months before it expires following the first issuance of the license to the company.

Section 11 (2) provides that “where the holder of a license fails to renew such license within the specified period, the license shall stand revoked upon its expiry and the such holder shall thereupon cease to operate as a private guard company”.

REQUIREMENTS FOR RENEWAL

Below are the requirements for the renewal of a license, which will be stated below;

  1. Application Letter for Renewal of Operational License.
  2. Last Letter of Renewal or Copy of License.
  3. Annual Performance Report (Report of activities of the company in the preceding year).
  4. Current Tax Clearance Certificate.
  5. Evidence of Payment for renewal of the license. Note that this payment method must be transacted into a designated bank account.
  6. Current statement of Audited Account of the Company.
  7. Staff Return (Staff list, Designation, and Salaries).

Conclusion

There are strict rules and regulations when registering and running a private security company in Nigeria which every company must comply with. These rules are strict to the extent that even when there is a slight departure from the established regulations stated, it could lead to the disintegration of the company or revocation of the operating license.

Therefore, every company should make a smart move by retaining the services of a legal practitioner to assist them concerning issues of regulatory compliance and filing of yearly returns/reports with the appropriate agencies.

Tolulope Oguntade 
Regville Associates
compliance@regville.com
08065111667

Starting a Pharmaceutical Company in Nigeria

Pharmaceutical Company

According to the law in Nigeria, the Companies and Allied Matters Act 2020 and the pharmacy Council of Nigeria have paved the way for incorporating a pharmaceutical company. As a result, this encourages everyone with their field of specialization to own a pharmaceutical company and also invest in it.

Note that one of the fastest-growing and most lucrative industries in Nigeria is the pharmaceutical industry. The registration of pharmaceutical companies in Nigeria is carried out and supervised by The Pharmacy Council of Nigeria (PCN) a statutory organ of the Federal Government of Nigeria, set up pursuant to decree 91 of 1992

What is a pharmaceutical Company?

A pharmaceutical company produces the likes of markets and acts as a medical drug distributor to patients to cure, vaccinate, or even alleviate their symptoms. So if you plan to establish a pharmaceutical company in Nigeria, this article is for you.

Based on how this article is detailed, you will learn how to set up a pharmaceutical company, the kinds of persons that are eligible to set up pharmaceutical companies, the registration requirements, and also the stated procedures to be followed to obtain the license to set up and run the business. 

However, the Pharmacy Council of Nigeria (PCN) serves as a self-regulatory organization that plays a crucial role in regulating, licensing, operations, and monitoring pharmaceutical businesses in Nigeria.

Procedure to Register a Pharmaceutical company in Nigeria

The first thing about registering a pharmaceutical company is that it can either be registered as a private limited company or a public limited company. However, the preferred choice made by most medical experts is to register as a private limited company.

Additionally, the categories of pharmaceutical companies that can be registered in Nigeria are three. They include; pharmaceutical retail, wholesale, and manufacturing.

Requirements for Registration

Pharmaceutical Retail Company

What a retail pharmaceutical company does is sell drugs to people. They are usually known as a pharmacy, chemists, or drugstores. For a retail, pharmaceutical company to function, it must be fully owned by a registered pharmacist or must be in partnership with other registered pharmacists.

A wholesale pharmaceutical company

The job of this kind of company is to import and distribute drugs, poisons, and devices. For this kind of company to operate, it requires at least one registered pharmacist on the Board of Directors of the Company. However, the transactions of the business must be executed under the direct personal control and management of a Superintendent Pharmacist.

A pharmaceutical manufacturing company

The pharmaceutical manufacturing industry works on the manufacturing of drugs. To register this kind of business, there must also be at least one registered pharmacist on the Board of Directors of the company. Additionally, the business operation must be done under a Superintendent pharmacist’s direct personal control and management.

Step 1: Company Registration

As mentioned before, most medical personnel prefer to register as a private limited company. Therefore, it is advisable also to do so. The reason why a private limited company is the most preferred choice for a business start-up is that there is ease of registration when it comes to costs and requirements. As for share capital, there is no specific threshold amount. Nevertheless, the company can also be registered with one million share capital.

2. Application for Inspection of Premises

Registering your pharmaceutical company will be one of many things you should do. You also have to take some necessary steps to obtain the business license, which comes after the scrutinization and approval of the business premises to be used.

In Essence, the pharmaceutical inspectors from the PCN would inspect your business premises for the purpose of ensuring that your business operation is in compliance with the provision of the regulation. This will be done before your pharmaceutical business will finally commence.

When it comes to the law, there are some ethics to follow, and the law on the inspection of the premises of pharmaceutical companies must be followed. The following guideline will be stated below.

  • The pharmaceutical premises must be located in specific locations like; motor parks and environments where commercial activities and enterprises are rapidly growing.
  • It must be outside a marketplace where the likes of kiosks and roadside retail are present.
  • All pharmaceutical premises should be at most three within a shopping mall, and there must be enough space between both businesses.
  • Pharmaceutical businesses should be at most two hundred meters away from each other.
  • The pharmaceutical business should be moved to another location if it is surrounded by a growing market close to it.

Required Details to Register a Pharmaceutical Retail, Wholesale, or Distribution Company

Note that all applications for the registration of new pharmaceutical retail or any other related business should be submitted to the Registrar of the Council through the Director of Pharmaceutical Services of the state of operation. Below are the following documents to be submitted as application documents.

  • An application letter (the company’s letter headed paper) to the recipient
  • A Duly completed form which includes (PCN’s Application Form for the Registration of Premises)
  • A photocopy of the Annual License must be provided
  • A bank draft that contains the prescribed inspection and registration fees, which is payable to the council
  • Copy of a letter of resignation from previous employment (if necessary)
  • Letter of acceptance of resignation (if necessary)
  • Letter of Appointment in the new premises (where applicable)
  • There must be a legal agreement between the Superintendent Pharmacist and his employer.
  • Must provide the company’s certificate of Incorporation (this involves evidence of registration of the business name, which is acceptable as regards Pharmacist-owned retail premises)
  • Must provide a certified copy of the company’s Articles and Memorandum of Association
  • Certified copy of Particulars of the company’s Directors as issued by the Corporate Affairs Commission.
  • A copy of the NYSC Discharge or Exemption Certificate (if necessary)
  • Must provide a letter of undertaking signed by the Managing Director of the company that all pharmaceutical businesses would be under the direct, personal, control and management of the Superintendent of the Pharmacist
  • A pharmacist Inter-state Movement form (if necessary)
  • Evidence of a pharmacist on the Board of Directors and the current Annual License of the pharmaceutical Director

Additional requirements for the registration of pharmaceutical manufacturing premises

The likes of the pharmaceutical retail, wholesale, distribution, and importation have the same process as a pharmaceutical manufacturing company. It is, therefore important to note that as far as a pharmaceutical company is concerned, there are certain procedures to follow during the course of registration. Below are the requirements every pharmaceutical manufacturing company is expected to make available to the council.

  • Accurate product lists to be manufactured.;
  • An Organogram;
  • List of staff qualifications and duties;
  • Factory layout;
  • Production flow-chart;
  • Equipment list in the production and quality control departments;
  • Water source and water treatment facilities;
  • Accurate list of sources of suppliers of raw materials;
  • Standard Operating procedures.
  • Standard cleaning procedures (this involves the procedures and payment of the inspection fee as regards to bank draft of N130,000, which is payable to the Pharmacists Council of Nigeria.

Conclusion

Pharmaceutical businesses are so important since they provide more than potential cures and lifesaving treatments. In addition to this, they also make way for fulfilling jobs in the pharmaceutical industry, thereby fuelling the global economy.

For Pharmaceutical Company Setup, Feel Free to contact us 

Tolulope Oguntade 
Regville Associates
compliance@regville.com
08065111667

A GUIDE TO SETTING UP AN NGO (NON-GOVERNMENTAL ORGANIZATION) IN NIGERIA

NGO

INTRODUCTION

It’s the Holiday Season; it is a time of reflection, visiting friends and loved ones, meeting old friends and colleagues, sharing thoughts, giving to friends and family, giving back to society, and impacting lives. Sometimes, we desire to formalise this gathering, meeting, giving back, giving it a structure, and making it go beyond this season, then thoughts of a foundation, NGO, club, etc. sets in.

Here is a guide to setting up your NGO, Club, Foundation, Society,

  1. OUTLINE YOUR PURPOSE OR MOTIVATION. NGOs are generally set up to advance religious, educational, literary, scientific, social/cultural development, and sporting and charitable causes.

Identify and outline your primary purpose and motivation.

  1. DRAFT OUT A LIST OF NAMES: Draft a list of names that align with or reflect your purpose, e.g. Tolulope Oguntade Foundation, Advocacy for Better Governance, Resistance Against Domestic Violence, Sokoto Youths for Better Education etc.

The names must be unambiguous, not identical or nearly resembles any NGO already registered, must not be undesirable, offensive or otherwise contrary to public policy, or must be capable of undermining public peace and national security.

  1. PEN DOWN THE TRUSTEE(S). A Trustee acts as a guardian for the NGO who protects and maintains the core values and purposes of the NGO. As a collective body, the trustees hold the authority and responsibility to ensure the fulfilment of an NGO’s mission. A person qualified to be appointed a Trustee must not be under 18 years of age, unsound mind; undischarged bankrupt; or convicted of an offence involving fraud or dishonesty within five years of his proposed appointment.

When choosing a Trustee, consider their views, opinion and what they stand for, and make sure it aligns with your purpose and objective of setting up the NGO in the first place.

  1. ENGAGE AN ACCREDITED SOLICITOR: Registering an NGO at the Corporate Affairs Commission requires expertise and know-how; the Solicitor or Firm will help in:

a. The Consent of the RG is required by law to register an NGO; the request form requires three (3) Name Options, Aims, and Objectives of the NGO, Tenure of Trustees, Personal Details of Trustees, Head Office of the Organization, etc


b. As required by law, The Solicitor will publish details of the NGO in two widely spread newspapers; if there is any opposition to the registration, that should be addressed to the Registrar General.


c. The Constitution of the NGO will also be drafted by the Solicitor, which sets outs the internal affairs of the NGO


d. The Minutes of the first meeting will be drafted by the Solicitor, detailing the members present, the appointment of the Trustees, the mode of appointment, adoption of the Special Clause


e. The Solicitor shall also present to each Trustee a Declaration Form to fill, affix passport, and sign declaring that he/she is not an infant, not of unsound mind, has not been declared bankrupt etc. the declaration must be made before a Commissioner of Oaths or a Notary Public.

  1. SETTING OUT: Once the NGO is registered, it becomes a legal entity, having a life, can acquire assets, sue and be sued, and Bank Accounts can be opened in the name of the NGO. Formal meetings can be called for to discuss the Aims and Objectives of the NGO, and you can call for Donations and Pledges both from members are the public.

CONCLUSION

NGOs are not for profit-making. Hence, they are exempted from some taxes, including Company Income Tax and Education Tax; the donations received are primarily meant for the aims and objectives of the NGO.

For more information, guidance, and registration of NGOs, we are readily available to help. 

Tolulope Oguntade 
Regville Associates
info@regville.com
08065111667