FIVE (5) REASONS WHY NIGERIAN BUSINESS OWNERS NEED TO HAVE COMPLIANCE CERTIFICATES

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Compliance certificates are documents that show that a business is operating in accordance with the laws, regulations and standards set by the relevant authorities. In Nigeria, businesses are required to obtain a number of compliance certificates to demonstrate their compliance with the country’s laws and regulations this includes, a Tax Clearance Certificate (TCC) issued by the Federal Inland Revenue Service (FIRS), ITF Certificate issued by the Industrial Training Fund, NSITF Compliance Certificate issued by The Nigeria Social Insurance Trust Fund, PENCOM Certificate issued by The Pension Commission and Acknowledgement copies of payment of Annual Returns.

Here are five reasons why business owners need to have compliance certificates:

1. LEGAL COMPLIANCE: By obtaining compliance certificates, businesses demonstrate that they are operating within the law and that they are adhering to the standards and regulations set by the relevant authorities. This helps to reduce the risk of legal penalties and fines that may arise from non-compliance.

2. IMPROVED REPUTATION: Having compliance certificates can also help to enhance the reputation of a business. Customers and other stakeholders are more likely to trust a business that is in compliance with the law, which can translate into increased sales and a better bottom line.

3. ENHANCED COMPETITIVENESS: Obtaining compliance certificates can also give businesses a competitive edge over their competitors. By demonstrating their commitment to operating within the law and adhering to industry standards, businesses can differentiate themselves from those who are not in compliance.

4. ACCESS TO OPPORTUNITIES: Many businesses are required to have compliance certificates to participate in certain tenders or to enter into partnerships with other organizations. This means that by obtaining compliance certificates, businesses can gain access to new opportunities and markets that may not be available to those who are not in compliance.

5. PEACE OF MIND: Finally, having compliance certificates can provide peace of mind to business owners, as they know that they are operating within the law and that they are meeting the standards and regulations set by the relevant authorities. This can help to reduce the stress and anxiety that can arise from uncertainty and help business owners to focus on growing their businesses.

In conclusion, compliance certificates are an important part of doing business in Nigeria and can provide a number of benefits to business owners. By demonstrating their commitment to operating within the law and adhering to industry standards, businesses can reduce the risk of legal penalties, improve their reputation, enhance their competitiveness, gain access to new opportunities, and provide peace of mind to their owners.

Regville Associates offers end-to-end legal, tax and secretarial service for companies. We assist Companies in becoming and staying compliant.

We will be happy to hear from you.

Tolulope Oguntade 
Regville Associates 
info@regville.com 
08065111667

ESSENTIAL COMPLIANCE CERTIFICATES AND REQUIREMENTS FOR BIDDING ON CONTRACTS IN NIGERIA

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In the competitive world of business, securing contracts is crucial for growth and success. In Nigeria, there are several compliance certificates and requirements that companies must fulfill in order to be eligible to bid on contracts. From tax clearance and pension compliance to BPP registration and audited financial statements, these requirements help to demonstrate a company’s financial stability, credibility, and commitment to following regulations. In this article, we will explore the essential compliance certificates and requirements for bidding on contracts in Nigeria.

1. TAX CLEARANCE CERTIFICATE: This certificate confirms that a business is up-to-date with its tax obligations and is in good standing with the Federal Inland Revenue Service (FIRS).

2. PENSION COMPLIANCE CERTIFICATE: This certificate confirms that a business is compliant with the Nigerian Pension Reform Act and is making the required pension contributions for its employees.

3. NIGERIAN SOCIAL INSURANCE TRUST FUND (NSITF) COMPLIANCE CERTIFICATE: This certificate confirms that a business is compliant with the NSITF Act and is making the required social insurance contributions for its employees.

4. INDUSTRIAL TRAINING FUND (ITF) COMPLIANCE CERTIFICATE: This certificate confirms that a business is compliant with the ITF Act and is making the required training contributions for its employees.

5. BPP (BUREAU OF PUBLIC PROCUREMENT) CERTIFICATE: This certificate confirms that a business is registered with the Bureau of Public Procurement and is in compliance with the procurement laws and regulations in Nigeria.

In addition to the above-mentioned compliance certificates, it is also important for business owners in Nigeria to file their CAC Annual Returns and have an audited financial statement.

CAC Annual Returns are a requirement of the Corporate Affairs Commission (CAC) and are necessary to keep a company’s registration up-to-date and in good standing. Failure to file annual returns may result in penalties or the eventual striking off of the company’s name from the CAC register.

An audited financial statement is an independently reviewed and verified financial report that provides assurance to stakeholders about the accuracy and reliability of a company’s financial information. This is particularly important for businesses bidding for contracts, as it demonstrates their financial stability and capacity to fulfill their obligations. An audited financial statement can also help to attract investment and improve a company’s credibility.

Regville Associates offers end-to-end legal, tax and secretarial service for companies. We assist Companies in obtaining relevant compliance documents needed to bid for any tenders and contracts in Nigeria.

We will be happy to hear from you.

Tolulope Oguntade 
Regville Associates 
info@regville.com 
08065111667

HOW TO OBTAIN A PENCOM COMPLIANCE CERTIFICATE IN NIGERIA

The National Pension Commission (PenCom) is the regulatory body overseeing Nigeria’s pension administration. To ensure that companies operating in the country adhere to best practices in pension management, PenCom requires all employers to apply for and obtain a Compliance Certificate. This article will discuss the steps companies can follow to apply for a PenCom Compliance Certificate.

1. REGISTER WITH PENCOM: The first step in the process is to register with PenCom by filling out the Employer Registration Form (ERF) and submitting it to the nearest PenCom office. The form can be obtained from the PenCom website or any of its offices.

2. OPEN A PENSION FUND ADMINISTRATOR (PFA) ACCOUNT: After registering with PenCom, the next step is to open a Pension Fund Administrator (PFA) account. PFAs are organizations that manage pension funds on behalf of employers. A list of registered PFAs can be found on the PenCom website.

3. SUBMIT EMPLOYEE INFORMATION: Companies are required to submit employee information, including names, addresses, and contribution history, to their PFA. This information is necessary for the PFA to compute each employee’s pension contributions and benefits.

4. REMIT CONTRIBUTIONS: Companies are required to remit employee contributions to their PFA on a monthly basis (minimum of 10% by employer and minimum of 8% by the employee).

(a) for the last three fiscal years for organizations that were in existence for that period and have five (5) or more staff

(b) for organizations that have not been in existence for the last three fiscal years, from the date of Incorporation/registration/licensing to the last fiscal year.

5. GROUP LIFE INSURANCE: Evidence of valid Group Life Insurance Policy for employees which should include amongst others, a certificate of group life, policy document and evidence of payment.

6. APPLY FOR A COMPLIANCE CERTIFICATE: Upon successful submission of all required reports and documentation, companies will be issued a PenCom Compliance Certificate. This certificate is valid for one year and must be renewed annually.

Applicants are to note that it takes 15 working days from the date of receipt for an application to be processed. Certificates or rejections can be picked up at the offices where the applications were submitted.

In conclusion, PENCOM mandates that pension remittance should be made not later than seven (7) days after payment of salaries. PENCOM has begun the introduction of penalties payable by the employer to the employee RSA if remittance is not made within seven (7) days after payment of salaries. The PENCOM has also engaged Consulting Firms (majorly audit & accounting firms) to carry out audit exercises to check compliances.

For further assistance in obtaining PENCOM Certificate, feel free to contact us

Tolulope Oguntade 
Regville Associates 
info@regville.com 
08065111667

GROUNDS FOR THE REMOVAL OF DIRECTOR(S) IN NIGERIA

The Corporate Affairs Commission (CAC) is the regulatory agency responsible for registering and regulating companies in Nigeria. The removal of directors in Nigeria is governed by the Companies and Allied Matters Act (CAMA) which provides the legal framework for the appointment and removal of directors in Nigerian companies.

According to CAMA, directors can be removed by:

1. RESIGNATION: A director may resign from their position at any time by giving notice in writing to the company.

2. RETIREMENT: Directors are required to retire at the annual general meeting of the company and may be re-elected if they wish to continue serving on the board.

3. TERMINATION BY THE COMPANY: The company may remove a director by passing a resolution to that effect at a general meeting of the shareholders.

4. TERMINATION BY THE CAC: The CAC may remove a director if they are found to have acted in a manner that is prejudicial to the interests of the company or if they have been declared bankrupt.

It is important to note that the removal of directors must be done in accordance with the provisions of CAMA and any relevant regulations. The CAC may investigate and enforce compliance with these provisions to ensure the proper removal of directors.

For corporate restructuring process and filing, feel free to contact us

Tolulope Oguntade 
Regville Associates 
info@regville.com 
08065111667

LEGAL & TAX: FIVE (5) COMMON MISTAKES MADE BY STARTUPS

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Starting a new business is an exciting and challenging endeavor, but it can also be risky. Legal and tax mistakes are common among startups and can lead to significant financial losses and legal trouble. In this article, we will discuss five common legal and tax mistakes made by startups and how to avoid them.

1. NOT INCORPORATING: One common mistake made by startups is failing to incorporate their business, which can lead to personal liability for the company’s debts and legal issues.

2. NOT PROTECTING INTELLECTUAL PROPERTY: Startups often overlook the importance of protecting their intellectual property, such as trademarks and patents, which can lead to legal disputes and financial losses.

3. NOT KEEPING ACCURATE FINANCIAL RECORDS: Many startups fail to keep accurate financial records, which can lead to legal issues and difficulty in obtaining funding.

4. NO UNDERSTANDING TAX LAWS AND DUE DATES: Startups often make the mistake of not understanding the tax laws and regulations that apply to their business, which can lead to penalties and fines.

5. NOT HAVING A CLEAR EQUITY SPLIT AMONG FOUNDERS: Startups often make the mistake of not having a clear equity split among the founders, which can lead to disagreements and legal issues. It is important to have a clear agreement in place from the beginning.

To avoid or remedy these pitfalls, contact us today

Tolulope Oguntade 
Regville Associates 
info@regville.com 
08065111667

PROCEDURE FOR NIPC BUSINESS REGISTRATION

Nigeria Investment Promotion Commission

1.0 BUSINESS REGISTRATION

1.1 The Nigerian Investment Promotion Commission (NIPC) Act 16 of 1995 established the Nigerian Investment Promotion Commission established by law to encourage, promote, and coordinate all investments in Nigeria. This act also regulates the participation of foreign businesses in the country.

1.2 The NIPC Act allows foreign nationals to own up to 100% equity and invest in any business in Nigeria except those indicated on the negative list as defined by section 31 of the Act such as the production of arms, ammunition, narcotics and related substances.

1.3 Section 20 of the NIPC Act requires all enterprises in which foreign participation is permitted to apply to the Commission for business registration.

2.0 REQUIREMENTS

2.1 To apply for NIPC Business Registration Certificate, the following documents are required:

2.1.1 Duly completed NIPC Form I;

2.1.2 Memorandum & Articles of Association;

2.1.3 Certificate of Incorporation;

2.1.4 CAC Form 1.1 (or CAC Forms CO2 and CO7 for old companies);

2.1.5 Power of Attorney/ Letter of Authority (where applicable);

2.1.6 Approved Remita payment receipt of N15,000.00 only (Non- refundable)

2.1.7 NIPC payment receipt

3.0 PROCEDURE FOR PROCESSING

3.1 The NIPC Business Registration takes 24 hours to process once all required documents are submitted.

3.1.1 Applicant downloads NIPC Form 1 from the website at https://www.nipc.gov.ng;

3.1.2 Applicant pays a non-refundable processing fee of N15,000.00 only, via Remita online portal at www.remita.net;

3.1.3 Applicant submits all required documents (see 1.4 above) at the One Stop Investment Centre in NIPC or scanned copies sent to osicinfodesk@nipc.gov.ng;

3.1.4 NIPC Business Registration Certificate issued to the applicant.

For more inquiries and assistance with NIPC Registration, feel free to contact us.

Tolulope Oguntade 
Regville Associates
info@regville.com
08065111667

ABERRANT DEBT COLLECTION PRACTICES: JANUARY 31ST, 2023 DEADLINE FOR THE REGISTRATION OF DIGITAL MONEY LENDERS WITH FCCPC

Digital Money Lenders

INTRODUCTION

The Federal Competition and Consumer Protection Commission (FCCPC), is primarily saddled with the responsibility of protecting and advancing the interest and well-being of consumers in Nigeria.

THE NITDA SANCTION ON SOKOLOAN

On August 17th 2021, the National Information Technology Development Agency (NITDA) sanctioned an online lending platform, Soko Lending Company Limited (Soko Loans), for privacy invasion, unauthorized disclosures, failure to protect customers’ data and defamation of character. The action was taken after a series of complaints from the public. The Company has imposed a monetary sanction of NGN 10,000,000.

THE INTER-AGENCY

In November 2021, the Federal Competition and Consumer Protection Commission (FCCPC) alongside 5 other agencies, set up an Inter-Agency Joint Task Force to look into the practices of Digital Money Lenders (DMLs) including privacy invasion, failure to protect personal data, data abuses and other aberrant debt collection practices.

STEPS TAKEN

On August 18, 2022, Inter-Agency Joint Task Force, conducted enforcement actions in Lagos with respect to Digital Money Lenders (DMLs) in addition to the enforcement action the task force established a mutually adopted Limited Interim  Regulatory/Registration Framework and Guidelines for Digital Lending, 2022.

In light of the Registration Framework and Guidelines, the Commission commenced the registration of DMLs. By an Order and Notice of the Commission on August 17, 2022, existing DMLS were required to comply within ninety (90) days. The payment gateways used by the DMLs are needed to demand FCCPC Approval from the DMLs to continue to provide their services. In a big step, Google Play has requested digital lenders to provide evidence of their compliance with FCCPC within 30 days from November 16, 2022, or be removed from the platform.

CHECKLIST OF DOCUMENTS TO BE SUBMITTED FOR REGISTRATION AND APPROVAL OF DMLs

  1. A certified copy of the certificate of incorporation of the digital lender;
  2. Evidence of compliance with Form DLG 001 – FCCPC Interim Digital Lending Guidelines Form;
  3. Terms of use;
  4. Privacy policy;
  5. Code of conduct;
  6. Any and all previous defamatory messages sent to customers and any and all new templated messages;
  7. Proof of disciplinary action against erring staff;
  8. A brief description of the business and where relevant, its groups;
  9. Organogram showing the role players, and location of key role players and any operational approving authority;
  10. Name and address of a person within the business who is authorized to accept all the correspondence and accept service on behalf of the business;
  11. Evidence of membership of any trade or professional associations;
  12. Any service level agreements with any service providers with respect to operations but excluding administration;
  13. Proof of tax payments or tax waivers where applicable.
  14. Evidence of all applicable fees associated with service.
  15. Evidence of compliance with Form DLG 002 – Declaration for Digital Lending Businesses in Nigeria.

STATUS OF DMLs

The FCCPC on November, 15th 2022 provided a list of DMLs who has been granted approval and those with conditional approval.

FULL APPROVAL

  1. SYCAMORE INTEGRATED SOLUTIONS LIMITED
  2. TRADE DEPOT 
  3. TAJOW INVESTMENT
  4. BLUE RIDGE MICROFINANCE BANK LIMITED
  5. GROLATECH CREDIT LIMITED
  6. BRANCH INTERNATIONAL FINANCIAL SERVICES LIMITED
  7. BRANCH INTERNATIONAL FINANCIAL SERVICES LIMITED
  8. P2VEST TECHNOLOGY LIMITED
  9. CREDITWAVE FINANCE LIMITED
  10. KEENEST TECH SERVICE LIMITED
  11. FAIRMONEY MICRO FINANCE BANK
  12. ALTRACRED FINANCE INVESTMENT LIMITED
  13. CREVANCE CREDIT LIMITED
  14. MENACRED COMPANY LIMITED
  15. AFROWIDE DEVELOPMENT LTD
  16. RED PLANET NIGERIA LIMITED
  17. AFROFIRST MOBILE AND TECHNOLOGY COMPANY LIMITED
  18. RANKCAPITALS LIMITED
  19. IBS GOLDEN INVESTMENT COMPANY LIMITED
  20. LENDVISERY SERVICES LIMITED
  21. CREDITWAVE FINANCE LIMITED
  22. RENMONEY MICROFINANCE BANK LIMITED
  23. SWIPEBILL TECHNOLOGIES NIGERIA LIMITED.
  24. HOMETOWN FINTECH LIMITED
  25. GIASUN TECHNOLOGY NIGERIA LIMITED
  26. BE RESOURCES LIMITED
  27. ROCKIT LENDERS NIGERIA LIMITED
  28. PIVO TECHNOLOGY LIMIED
  29. YES CREDIT COMPANY LIMITED
  30. FUBRIL CENTURY LIMITED
  31. IRORUN TECHNOLOGIES LIMITED
  32. CSENSE LIMITED
  33. SUPREME HELP COOPERATIVE SOCIETY LIMITED
  34. ORCOM AND ORCOM BUSSINESS SUPORT LIMITED
  35. PAYHIPPO LIMITED.
  36. EASYCHECK FINANCE INVESTMENT LIMITED
  37. QUARK FINANCIAL NIGERIA LIMITED

CONDITIONAL APPROVAL

  1. TRIPPDBASE LIMITED
  2. BLACKCOPPER SERVICE 
  3. OWOAFAR FINTECH SERVICE
  4. PAYLATER HUB
  5. WINDVILLE FINANCIAL NIGERIA LIMITED
  6. AFROFIRST MOBILE AND TECHNOLOGY COMPANY LIMITED
  7. ORCOM AND ORCOM BUSINESS SUPPORT LIMITED
  8. OTP INTERNET TECHNOLOGY LTD
  9. RED HARBOR FINTECH LIMITED
  10. BERYL SPRING GLOBAL LIMITED
  11. HOMETOWN FINTECH LIMITED
  12. AJAX LENDING LIMITED
  13. RACEOVA NIG. LIMITED
  14. LANTANA TECHNOLOGY LIMITED
  15. THE PLATFORM DIGITAL NETWORK LIMITED
  16. ZIPPY CAPITAL LIMITED
  17. NEO-LINK TECHNOLOGY LIMITED
  18. TRIPOBASE LIMITED
  19. BESTFIN NIGERIA LIMITED
  20. POCKETFUEL FINANCE LIMITED
  21. LENDING EDGE LIMITED
  22. TED ROCKET LIMITED
  23. PENAID LIMITED
  24. ALTARA CREDIT LIMITED
  25. NEW CREDAGE NIGERIA LIMITED
  26. LENDHA TECHNOLOGIES LIMITED
  27. DOJA LEMAIRE GLOBAL LIMITED
  28. PAYDAYHUB ONLINE NIGERIA LIMITED
  29. RETAIL BOOSTER LIMITED
  30. FINNEW FINTECH LIMITED
  31. FEZOTECH NIGERIA LIMITED
  32. ORANGE LOAN & PURPLE CREDIT LIMITED
  33. CITADELE CAPITALS LIMITED
  34. FEWCHORE FINANCE COMPANY LIMITED
  35. A1 CAPITAL SOLUTION LIMITED
  36. ONE PAYOUT LIMITED
  37. LINKPARK TECHNOLOGY NIGERIA LIMITED
  38. LIDYA GLOBAL LIMITED
  39. PHOENIX PAYMENT SOLUTIONS LIMITED
  40. RED PLANET NIGERIA LIMITED
  41. KWABA INTERNATIONAL LIMITED.
  42. MAYWOOD LENDING LIMITED.
  43. PRINCEPS CREDIT SYSTEM LIMITED
  44. LINKPARK TECHNOLOGY NIGERIA LIMITED

EXTENSION OF REGISTRATION DEADLINE

In light of the progress made by the Inter-Agency and the need to create a mutual working relationship with the DMLs, the Commission has not extended the deadline to January 31st, 2023, to enable all DMLs to comply with the Order.

Tolulope Oguntade 
Regville Associates
compliance@regville.com
08065111667

STEPS TO SETTING UP A PEER-TO-PEER CRYPTOCURRENCY PLATFORM SUCH AS BINANCE AND REMITANO IN NIGERIA

P2P

Peer-2-Peer Cryptocurrency platform over time has appeared to be a safe, green, fewer liabilities branch of Cryptocurrency that one can venture into.

Here are simple steps to take to set up such an outfit in Nigeria.

  • COMPANY REGISTRATION: CAC is the body saddled with the responsibility of registration of Companies in Nigeria. It is advisable to be creative in the usage of the word “Cryptocurrency” in drafting the objects of the Memorandum and Articles of Association, words such as fintech support services are advisable. The Government is still passive and skeptical about Cryptocurrency.  
  • INTELLECTUAL PROPERTY PROTECTION: The digital space is an open playbook. It is advisable to protect your Intellectual Property such as names and logos. Intellectual Property theft and infringement are common in the digital space. IP Property protection cannot be overemphasized to avoid brand identity theft or scam. It is advisable to copyright your source codes also.  
  • APPLICATION DEVELOPMENT: Having put the necessary legal structures in place, Application Development is the next step. It is important to have in place a Service Agreement which stipulates the expected time of delivery, the deliverables, the return of login details and passwords, the protection of confidential information and other essential clauses. Integrating a two-factor authentication feature, users verification, escrow feature, etc is important. Understudying your industry leaders’ apps such as Binance is not bad.  
  • POLICIES: Policies are the legal framework of the Company, it is advisable to put in place stringent follow-through policies such as Know Your Customer, Suspicious Activity Policy, Privacy Policy, Reporting Policy etc
  • REGULATORY AND COMPLIANCE: At the moment the Government is not all that settled with Cryptocurrency, a little misdemeanour can trigger the force of hell out. The need to engage a Compliance and Regulatory Firm cannot be overemphasized. To advise on compliance and regulatory statutes and their respective bodies including the Nigerian Financial Intelligence Unit (the NFIU), the Special Control Unit on Money-laundering (SCUML), the National Information Technology Development Agency (NITDA), the Securities and Exchange Commission (SEC), the Federal Inland Revenue Service (FIRS), State Inland Revenue Service etc.

For Company Formation and Set Up, Regulatory and Compliance Matters, feel free to contact us:

Regville Associates
compliance@regville.com
08065111667