CAN A FOREIGNER REGISTER AN NGO IN NIGERIA?

Non-Governmental Organizations

Yes, it is possible for a foreigner to register an NGO in Nigeria, but they must first obtain a Combined Expatriate Residents Permit and Aliens Card (CERPAC) before registering the NGO. It is also recommended to use local trustees for the registration process. The registration of an NGO in Nigeria is regulated by the Corporate Affairs Commission (CAC). The process includes conducting a name and availability search, completing and submitting incorporation application forms, publicizing intentions of registering in three newspapers, and submitting required documents to the CAC. The entire process can take around 2 months to complete.

Non-governmental organizations (NGOs) in Nigeria are independent organizations registered by the government but operate outside government control. They are typically non-profit and focus on a variety of social and economic issues, such as poverty reduction, education, healthcare, and human rights. Some well-known NGOs in Nigeria include ActionAid, the Nigerian Red Cross Society, and the International Committee of the Red Cross.

For assistance regarding NGO registration, feel free to contact us

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

HOW TO START A FRANCHISE IN NIGERIA

Franchise in Nigeria

Introduction

The idea of launching a franchise in Nigeria might become easy but it is not easy and simple to launch one. The concept of establishing a franchise in Nigeria can be abused in some instances, and this is why it calls for massive cooperation with the franchisor and franchises. As a result, this could be the only way such a franchise could thrive in the Nigerian business industry.

What is the Legal Definition of a Franchise?

It should be noted that there are laws relating to franchises in Nigeria. This also includes the legal definition. However, the franchise is defined by the Nigerian International Franchising Association as a business arrangement or setting where the franchisor grants the franchise operator the right to make distribution of certain products or services in a specific way or sequence, at a particular location and period. As a result of this service, the franchisee pays the franchisor estimated fees and royalties.

As far as Nigeria is concerned, there are several franchises ranging from local and international. These include; Mr. Biggs, Dominoes, Chicken Republic, Pizza Hut, Shoprite, McDonald’s, etc. For the sake of this article, you will be given a brief guide on how to start a franchise in Nigeria, as well as the laws regulating the offer and sale of franchises. 

Laws Regulating The Offer and Sale of Franchises?

As mentioned previously, there is no Nigerian law that regulates the offer and sale of franchises. However, some enabling statutes seem to play a crucial role in regulating the transfer of foreign technology to Nigeria. Therefore, this includes the National Office for Technology Acquisition and Promotion Act, stated in Chapter N62, Laws of the Federation of Nigeria, 2004. Note that where there is the involvement of the transfer of technology, then there is a franchise arrangement, which is regulated by the provisions of the NOTAP Act.

A Step-By-Step Guide on How To Start A Franchise in Nigeria

Firstly, to start a franchise in Nigeria, business registration with the Corporate Affairs Commission must be compulsory. As a result of this The Companies and Allied Matters Act, 2020 Provides that whoever wants to create or establish a business in Nigeria must first register their entity for whatever purpose they would want to run and operate such business.

In a similar vein, there are circumstances where the business owners are not nationals but foreigners. As a result of this, the Immigration Act 2015 and the Nigeria Investment Promotion Commission Act provide that every foreigner must register their business with the Nigeria Investment Promotion Commission and must also obtain a business permit to effectively run their business within Nigeria under the supervision of the municipal laws.

On the other hand, if the new business seeks to employ foreigners, then the such business must apply for an Expatriate Quota which is stated in Section 34 of the Immigration Act.

Secondly, when it comes to starting a franchise in Nigeria, every business owner must register such a franchise agreement with the National Office for Technology Acquisition and Promotion (NOTAP).

However, according to the provisions of the NOTAP Act, every agreement intended for the transfer of technology between a foreign transferor and a Nigerian transferee must be registered by the NOTAP. This is the policy since the agreement involves technology transfer if necessitates the NOTAP registration as a franchise agreement. It should be noted that agreements for foreign technology transfer shall be registrable if its purpose or zeal conforms with the NOTAP wholly or partially which is based in connection with any of the following;

  • Trademark Usage
  • Basic or Detailed Engineering Supply
  • Patented Inventions Usage Act
  • Machinery and Plant Supply
  • Operating Staff or Managerial Assistance and Personnel Training Provision
  • Technical Expertise Supply

Importantly, every business owner should note that when registering a franchise agreement, the Federal Competition and Consumer Act (FCCPA) states that any provision based on an agreement for the sale of certain goods that seems to establish minimum prices for the resale of goods in Nigeria shall be void.

Additionally, trademarks are very essential when it comes to business recognition and management. As a result, every franchise must have one registered in Nigeria. As far as Nigeria is concerned, it will be the first to file jurisdiction for the protection of any trademark. This is why the franchise has to be registered in Nigeria even if the trademark is being registered in other jurisdictions.

Conclusion

Securing a lease agreement for the franchise store in a suitable location is very important for every franchisee. Other actions required to be taken include; employing local staff, registering the franchise company with Federal Inland Revenue Service for sake of taxing, and registering for some industry-specific permits. Take for instance how a franchise intends to operate in the Oil and gas sector. One of the actions such businesses must undertake to get involved is to obtain a license from the Department of Petroleum Resources (DPR.)

Frequently Asked Questions

What Forms of Business Entities are Typically Used By Franchisors?

It should be noted that as far as Nigeria is concerned, the business entities which are mostly used by franchisors are limited liability companies. These companies may either be private or public.

Are there any Registration requirements Or Other Formalities Applicable to a New Business Entity As A Pre-condition to Being Able To Trade in Your Jurisdiction?

Trading is common in Nigeria, and to begin such an operation, a new business entity must meet the following requirements;

  • The company must be registered with the Nigerian Investment Promotion Commission. This registration applies only to companies with foreign participation.
  • Must be registered with the Federal Inland Revenue Service for tax-related purposes.
  • A corporate bank account must be opened in a commercial bank in Nigeria, which supports capital.
  • Must have a business permit and expatriate quota from the Ministry of Interior. Only companies with foreign participation and in cases where other foreigners are employed are entitled to this feature.

Are There Restrictions on the ability of the Franchisor to Impose Minimum Resale Prices?

Yes, NOTAP has the authority to deny the registration of a franchise agreement if it contains resale price clauses that are against the Price Control Act or any other law governing prices imposed for internal use or export.

Additionally, any clause or condition in a contract for the sale of commodities that purports to set minimum prices for the resale of products in Nigeria is invalid under the FCCPA.

Is There a Maximum Permitted Term For Any Related Product Supply Agreement?

Yes, the NOTAP Act specifies that a technology transfer agreement’s duration does not exceed ten years. In reality, however, NOTAP typically accepts a franchise agreement for a term of three years, after which it may be extended for additional three-year periods.

Is Membership in Any National Franchise Association Mandatory or Commercially Advisable?

No, it is not necessary to be a member of a national franchise group. Belonging to a national franchise group has no commercial benefit either.

Is There A Requirement for Franchise Documents or Disclosure Documents To Be Translated Into The Local Language?

The necessity that documents be translated into the local language is not mandated by law. However, because English is Nigeria’s official language, all documents must be written in English.

Tolulope Oguntade 
Regville Associates
info@regville.com
08065111667

FIVE (5) REASONS WHY NIGERIAN STARTUPS ARE INCORPORATING A PARENT COMPANY IN DELAWARE, UNITED STATES

The Delaware Flip

INTRODUCTION

Why do Flutterwave, Paga, Paystack, Kuda, Cowrywise, Andela, Ulesson, Shuttlers and a host of others have their Parent/Holding Company in Delaware, United States?

Interestingly, over 70% of StartUps that are incorporated outside Africa are based in Delaware, United States (Disrupt Africa).

According to Forbes Advisor, Delaware has become internationally recognized as a corporate paradise and is “home” to such famous firms as Amazon, Google, Tesla, Walmart, American Express and Disney, to name just a few. Interestingly, 68% of Fortune 500 companies and 93% of all U.S.-based initial public offerings are registered in Delaware United States.  

So, what is the fuss about Delaware, United States?

1. CONDITION PRECEDENT TO FUNDING: To get funded, most Venture Capital (VC) requires your Company to be incorporated outside Nigeria, and form a Holding-Subsidiary Relationship, the Delaware Company becomes the Holding Company and the Nigeria Company a subsidiary.

Here is an extract from Y Combinator FAQ Page

What if we incorporated as a non-US corporation?

If your company is already incorporated somewhere other than the United States, Canada, Singapore or the Cayman Islands, in order to participate in YC you will need to create a parent company that is in one of those jurisdictions. The existing company will then become a subsidiary of the new United States, Canada, Singapore or Cayman parent company.  

2. FUNDING OPPORTUNITIES

Undoubtedly, the US has the biggest funding institution, with $63 billion in 2022 and positioning is synonymous with funding. So, asides from being a condition precedent, the need to attract investors and VC firms will drive StartUps to incorporate in the US and perhaps Delaware.

3.   TAX BENEFITS

According to Forbes Advisor, the most famous reason Delaware has attracted the eye of corporations across the world is the lenient taxes imposed by the state. Corporations registered in Delaware that do not do business in the state do not pay corporate income tax. Delaware also does not have a sales tax, investment income taxes, inheritance taxes or personal property taxes. While companies do have to pay a franchise tax to register in Delaware, this can be pennies compared to the income tax other states would charge. Nationwide companies that do conduct business in Delaware can still skirt the in-state income tax by establishing subsidiary or shell companies that hold various intangible assets but do not directly run business operations.

4.   CORPORATION COURT

Instead of a traditional trial system, corporate lawsuits in Delaware are resolved by the Court of Chancery, a court made up of judges who specialize in corporate law. Because of this, Delaware has well-developed and predictable legal precedents that may benefit corporations. While the average civil lawsuit may take a number of years to resolve, Delaware’s use of judges instead of juries and prioritization of corporate-related cases means similar cases can be decided more quickly.

5. PRIVACY

As with registering a business in most states, companies must assign a registered agent who maintains a physical address to be the official address and to receive mail and collect paperwork. Unlike most states, however, in Delaware, the registered agent is the only name that must be disclosed in association with the company. Other officers and directors are not required to disclose their names, allowing an extra degree of anonymity. Because of this lack of reporting, officers, directors and shareholders are also not required to maintain residency in Delaware.

For Delaware Company Formation and how to form the Holding-Subsidiary structure between the Delaware Company and the Nigeria Startup, feel free to contact us.

Tolulope Oguntade 
Regville Associates
info@regville.com
08065111667

REQUIREMENTS FOR THE REGISTRATION OF TRADEMARKS IN NIGERIA

Trademarks Registration in Nigeria

According to Investopedia, the term trademark refers to a recognizable insignia, phrase, word, or symbol that denotes a specific product and legally differentiates it from all other products of its kind. A trademark exclusively identifies a product as belonging to a specific company and recognizes the company’s ownership of the brand.

REQUIREMENTS FOR THE GRANT OF TRADEMARKS IN NIGERIA

TRADEMARK SEARCH: This is to confirm the registrability of the mark if it doesn’t infringe on any existing mark or is similar to any already registered mark.

APPLICANT INFORMATION

  • Owner of Mark (Company or Individual)
  • Address of Mark Owner
  • Phone Number
  • E-Mail Address

TRADEMARK INFORMATION

  • Trademark (Name, Sound or Device)
  • Class of Specification of Goods/Services
  • Specification of Goods/Services Description
  • Attach Power of Attorney

Upon Approval/Acceptance, a Trademark Acceptance Letter is issued.

  • TRADEMARK CERTIFICATE: Kindly note that Acceptance Letter should not be misconstrued as a certificate. Not until the mark has been published in the Trademark Journal and not opposed within two months can an application be made to the Registrar for a Trademark certificate.  

Regville Associates offers end-to-end legal, tax and secretarial service for companies. We are an Accredited Agent of the Ministry of Trade and Investment, Department of Commercial Law, where Intellectual Property such as Trademarks, Patents and Designs are registered. We will be happy to hear from you regarding your Intellectual Property protection.

Tolulope Oguntade 
Regville Associates 
info@regville.com 
08065111667

TAXATION OF MANAGING DIRECTOR/PROPRIETOR/PARTNER: PAYE OR DIRECT ASSESSMENT?

Investopedia definition of Taxation

INTRODUCTION

For most small and medium-scale businesses, the business owner also doubles as the Business Owner and the Managing Director/Proprietor/Partner as the Business Structure may be.

WHAT IS DIRECT ASSESSMENT?

Direct Assessment tax in Nigeria is a system through which self-employed persons are assessed and charged to pay tax based on their income.

WHAT IS PAYE:

Pay As You Earn is a tax that employer deducts from employees’ salaries and wages. This tax rate moves from 7 to 24 per cent of taxable income. The taxable income band ranges from NGN300,000 to above NGN3.2 million in a year.

THE TAX MAN

Tax authorities more often than not subject Managing Director/Proprietors/Partner to Direct Assessment and the reasons are not far-fetched: to comb and get a declaration of all sources of income, investment etc. after that subjecting the gross income, less the reliefs to tax in line with Section 41(3) and 36 of the Personal Income Tax Act (PITA).

Therefore, if you have multiple sources of income and avoid being double taxed then a Direct Assessment will be the perfect match. Direct Assessment must be filed within 90 Days from the beginning of the year (on or before March 31st).

ONLY SOURCE OF INCOME

However, if the Business is the only source of income, it is advisable to subject oneself to salary and come under the Pay-As-You-Earn PAYE scheme.

FEATURE OF DIRECT ASSESSMENT  

  1. Ideal for multiple sources of income individuals
  2. For High Net Worth Individual

PROs

  1. It prevents double taxation
  2. One payment serves all the Companies

CONs

  1. The declaration/assessment form will be subjected to verification by the tax man before an assessment is raised.
  2. Lump sum payment

FEATURES OF PAYE

  1. Monthly Tax Payment
  2. To be remitted on or before the 10th of the Month for the preceding Month
  3. It is single employment or single salary based
  4. Employer’s responsibility

PROs

  1. Monthly Payment (flexible)
  2. 8% Pensions, NHIS, NHF are Tax Deductibles

CONs

  1. Must be filed monthly on or before the 10th of the Month for the preceding month.
  2. For some States such as Lagos State, the Tax Clearance Card carries both the Tax Payer Details and the Company’s Name.

CONCLUSION

The route to take largely depends on your income (the sources) and your tax planning strategies.

To this end, it is advisable to consult a competent tax practitioner or tax firm for guidance.

For Taxation, Tax Planning and Tax Filing, feel free to contact us:

Tolulope Oguntade
Regville Associates
compliance@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 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

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