A lot has been said about the Finance Act 2020 and more needs to be said especially with regards
to the practical application of the law to businesses (existing, about to be registered and about to
be liquidated). This article aims at doing a comprehensive analysis of the Act so as to help small
and mid-size entrepreneurs (SMEs) in particular to gain practical insights on its application.
The Finance Act has five distinct objectives which distinguishes it from the old tax laws:
- To promote fiscal equity by mitigating instances of regressive taxation
- To reform domestic tax laws to align with global best practices
- To introduce tax incentives in infrastructure and capital markets
- To support small businesses in line with the ongoing ease of doing business reforms; and
- To raise revenues for the government by various fiscal measures including increase in
VAT rate.
The Act is fairer to SMEs as it affords them the avenue to grow and focus on their businesses
with little tax payment and compliances. Below are some of the strategic topics covered by the
Act:
1. Requirement for Tax Identification Number:
The Act mandates banks and other financial institutions to include the production of Tax
Identification Number (TIN) as a precondition to opening a new business account or
operating an existing business account. The requirement for TIN is contained in both the
Personal Income Tax Act and The Companies Income Tax Act. The basis for which TIN
was made a requirement under the Personal Income Tax Act is because taxation of profit
from business name owners is charged under the Personal Income Tax and not the
Companies Income Tax. Furthermore, it is no news that individuals now open and
operate corporate/business account for their business names upon registration with the
Corporate Affairs Commission. It should therefore be noted that the TIN requirement is
mandatory for individual business operations and bank opening for such business
purposes. In essence, those who have a private account do not need to visit FIRS office to
obtain TIN. Application for TIN used to be a hectic exercise and it still is (especially
when the FIRS does not automatically generate TIN upon company registration).
However, entrepreneurs can now compel the FIRS to generate TIN via email addressed to
the Agency (helpdesk@firs.gov.ng)
1. Adjustment of Value Added Tax: It is no news that vat rate has been increased from 5%
to 7.5% which is a 50% increase. However, some classes of business might not have to
deal with VAT in their business operation. The old VAT law mandates all suppliers of
goods and services to charge 5% as VAT for every supply of goods and services
irrespective of the size of business or the class of goods and services except on goods and
services expressly exempted from VAT. The new Act introduces THRESHOLDS by
classifying businesses in levels thereby protecting the most vulnerable from exposure to
being a VAT collection agent. Under the new VAT regime, only a business owner who,
in the course of business, has made taxable supplies or expects to make taxable supplies
to the value of #25,000,000 either singularly or cumulatively is liable to remit VAT to the
commission on or before the 21 st day of every month in which the threshold is achieved.

If your business does not make a total supply to the value of #25 million, you are
exempted from charging and remitting VAT to FIRS. You are also exempted from
registering your business with FIRS for VAT purposes and consequently exempted from
penalty for not registering, penalty for not charging vat on your invoice, penalty for not
filing vat returns and penalty for late filing.
The fact that the list of items which are VAT-free was further streamlined in the new Act
stands as a measure to cushion the impact of the increase in VAT rates on the population.
There is good news for Investors and stakeholders in the Finance sector, services of
microfinance banks are now expressly exempt from VAT, as such, that industry will be
more attractive to investors who are interested in micro-banking and business owners can
take advantage of benefiting from VAT free transactions.
The VAT law also expanded the definition of goods it has exempted from VAT such as
food items that are VAT free. For instance, locally produced sanitary towel and tuition
for primary, secondary, and tertiary institution have been added to the list of goods and
services exempt from VAT.
2. Establishment of Thresholds for Companies Income Tax Compliances
One of the laudable provisions of the Finance Act is that it groups companies according
to their financial capacity and then uses that standard to establish company income tax
(CIT) obligations. The old tax law in its regressive nature imposed 30% of Companies
Income as taxable profits, even though it had a provision that allowed manufacturing and
agricultural businesses in their first 5-7 years to pay tax at a reduced rate of 20%, this
incentive did not apply to start-ups, Small Enterprises and Medium-sized Companies, it
placed all companies on the same pedestal. The newly signed Finance Act however
introduces a progressive tax rate for companies; this is in line with the Federal
Government of Nigeria’s commitment to encourage growth and development of small
companies thereby projecting the goals of the umbrella of ease of doing business reforms.
Companies have been classified into three for tax purposes. They are:
Small Companies Companies with turnover
not more than 25 million
naira

0% Complete exemption from
paying companies income
tax subject to timely filing
of companies income tax
returns
Medium Sized Companies Companies with turnover
above 25 million Naira but
less than 100 million Naira

20%

Large Companies Every other company with
annual gross turnover above
One Hundred Million Naira. 30%

The only obligation of companies exempted from Companies Income Tax is to promptly file
their CIT returns to the FIRS, comply with other statutory duties such as tax registration, failure
of which penalties will apply for non-compliance. While the small companies are completely
exempted from registering, charging and filing VAT returns, the companies. Income Tax Act
only exempts from payment of companies income tax on the profits of the company.
Companies therefore still have a duty to register for TIN because they have to file their annual
returns every accounting year, and where the company files at a later date, penalties may be
levied for late filing. Notably too, business carried on in the digital space are now specifically
covered under the Tax laws. Most especially companies that do not have physical presence in
Nigeria.
On a general note, the Act also provides for industry specific benefits including the following:
1. Companies in Agricultural production now have a clearly defined tax incentive of 5years
which can be extended for another 3 years subject to satisfactory performance of such
business. Way to go is to apply to the appropriate authority for tax exemption (i.e. apply
to Nigeria Investment Promotion Council through the office of the Minister of Industry,
Trade and Investment”.
2. Withholding Tax chargeable for construction projects is now capped at 2.5% in place of
the extant 5%. This no doubt will make that industry to be more attractive to investors so
that profit margin is more guaranteed with ease.
3. The new Act now extends applicability of the Excise duties to cover excisable goods
manufactured outside Nigeria (i.e. imported). Importers are to account for the duty to the
Nigeria Customs Service. “Excise duty” is a tax charged sometimes to
regulate/discourage consumption. Sometimes, it is also charged for economic balance
too. It is charged on production of goods at the place of production and paid by the
producer before goods enter market (i.e. not imposed on distribution).

In conclusion, while business owners are enjoined to carefully arrange their business affairs in
line with the Finance Act, they are also enjoined to seek counsel from professionals on how best
they can comply with the tax laws and its effect on their businesses.

A lot has been said about the Finance Act 2020 and more needs to be said especially with regards to the practical application of the law to businesses (existing, about to be registered and about to be liquidated). This article aims at doing a comprehensive analysis of the Act so as to help small and mid-size entrepreneurs (SMEs) in particular to gain practical insights on its application.
The Finance Act has five distinct objectives which distinguishes it from the old tax laws:
- To promote fiscal equity by mitigating instances of regressive taxation
- To reform domestic tax laws to align with global best practices
- To introduce tax incentives in infrastructure and capital markets
- To support small businesses in line with the ongoing ease of doing business reforms; and
- To raise revenues for the government by various fiscal measures including increase in VAT rate.
The Act is fairer to SMEs as it affords them the avenue to grow and focus on their businesses with little tax payment and compliances. Below are some of the strategic topics covered by the Act:
1. Requirement for Tax Identification Number:
The Act mandates banks and other financial institutions to include the production of Tax Identification Number (TIN) as a precondition to opening a new business account or operating an existing business account. The requirement for TIN is contained in both the Personal Income Tax Act and The Companies Income Tax Act. The basis for which TIN was made a requirement under the Personal Income Tax Act is because taxation of profit from business name owners is charged under the Personal Income Tax and not the Companies Income Tax. Furthermore, it is no news that individuals now open and operate corporate/business account for their business names upon registration with the Corporate Affairs Commission. It should therefore be noted that the TIN requirement is mandatory for individual business operations and bank opening for such business purposes. In essence, those who have a private account do not need to visit FIRS office to obtain TIN. Application for TIN used to be a hectic exercise and it still is (especially when the FIRS does not automatically generate TIN upon company registration). However, entrepreneurs can now compel the FIRS to generate TIN via email addressed to the Agency (helpdesk@firs.gov.ng)

1. Adjustment of Value Added Tax: It is no news that vat rate has been increased from 5% to 7.5% which is a 50% increase. However, some classes of business might not have to deal with VAT in their business operation. The old VAT law mandates all suppliers of goods and services to charge 5% as VAT for every supply of goods and services irrespective of the size of business or the class of goods and services except on goods and services expressly exempted from VAT. The new Act introduces THRESHOLDS by classifying businesses in levels thereby protecting the most vulnerable from exposure to being a VAT collection agent. Under the new VAT regime, only a business owner who, in the course of business, has made taxable supplies or expects to make taxable supplies to the value of #25,000,000 either singularly or cumulatively is liable to remit VAT to the commission on or before the 21st day of every month in which the threshold is achieved. If your business does not make a total supply to the value of #25 million, you are exempted from charging and remitting VAT to FIRS. You are also exempted from registering your business with FIRS for VAT purposes and consequently exempted from penalty for not registering, penalty for not charging vat on your invoice, penalty for not filing vat returns and penalty for late filing.

The fact that the list of items which are VAT-free was further streamlined in the new Act stands as a measure to cushion the impact of the increase in VAT rates on the population.

There is good news for Investors and stakeholders in the Finance sector, services of microfinance banks are now expressly exempt from VAT, as such, that industry will be more attractive to investors who are interested in micro-banking and business owners can take advantage of benefiting from VAT free transactions.

The VAT law also expanded the definition of goods it has exempted from VAT such as food items that are VAT free. For instance, locally produced sanitary towel and tuition for primary, secondary, and tertiary institution have been added to the list of goods and services exempt from VAT.

2. Establishment of Thresholds for Companies Income Tax Compliances
One of the laudable provisions of the Finance Act is that it groups companies according to their financial capacity and then uses that standard to establish company income tax (CIT) obligations. The old tax law in its regressive nature imposed 30% of Companies Income as taxable profits, even though it had a provision that allowed manufacturing and agricultural businesses in their first 5-7 years to pay tax at a reduced rate of 20%, this incentive did not apply to start-ups, Small Enterprises and Medium-sized Companies, it placed all companies on the same pedestal. The newly signed Finance Act however introduces a progressive tax rate for companies; this is in line with the Federal Government of Nigeria’s commitment to encourage growth and development of small companies thereby projecting the goals of the umbrella of ease of doing business reforms. Companies have been classified into three for tax purposes. They are:
Small Companies
Companies with turnover not more than 25 million naira 0% Complete exemption from paying companies income tax subject to timely filing of companies income tax returns
Medium Sized Companies
Companies with turnover above 25 million Naira but less than 100 million Naira
20%
Large Companies Every other company with annual gross turnover above One Hundred Million Naira.
30%

The only obligation of companies exempted from Companies Income Tax is to promptly file their CIT returns to the FIRS, comply with other statutory duties such as tax registration, failure of which penalties will apply for non-compliance. While the small companies are completely exempted from registering, charging and filing VAT returns, the companies. Income Tax Act only exempts from payment of companies income tax on the profits of the company.
Companies therefore still have a duty to register for TIN because they have to file their annual returns every accounting year, and where the company files at a later date, penalties may be levied for late filing. Notably too, business carried on in the digital space are now specifically covered under the Tax laws. Most especially companies that do not have physical presence in Nigeria.
On a general note, the Act also provides for industry specific benefits including the following:
1. Companies in Agricultural production now have a clearly defined tax incentive of 5years which can be extended for another 3 years subject to satisfactory performance of such business. Way to go is to apply to the appropriate authority for tax exemption (i.e. apply to Nigeria Investment Promotion Council through the office of the Minister of Industry, Trade and Investment”.
2. Withholding Tax chargeable for construction projects is now capped at 2.5% in place of the extant 5%. This no doubt will make that industry to be more attractive to investors so that profit margin is more guaranteed with ease.
3. The new Act now extends applicability of the Excise duties to cover excisable goods manufactured outside Nigeria (i.e. imported). Importers are to account for the duty to the Nigeria Customs Service. “Excise duty” is a tax charged sometimes to regulate/discourage consumption. Sometimes, it is also charged for economic balance too. It is charged on production of goods at the place of production and paid by the producer before goods enter market (i.e. not imposed on distribution).
In conclusion, while business owners are enjoined to carefully arrange their business affairs in line with the Finance Act, they are also enjoined to seek counsel from professionals on how best they can comply with the tax laws and its effect on their businesses.

harjibolar10:
This is nice

harjibolar10:
This is nice

It is no longer news that the Nigerian government is increasingly keen on enforcing compliance with tax laws. Therefore, it is important for business owners to have basic knowledge of the Nigerian tax system. To start with, different levels of government make laws and regulations related to the taxation of businesses and individuals, respectively. Hence, the first step will be to understand the various taxes and levies administered by Federal, State and Local Governments in Nigeria.

A reference point would be the Taxes and Levies (Approved List for Collection) Act CAP T2 LFN 2004. Some interesting highlights include making it unlawful for Tax Collectors to mount roadblocks for the purpose of collecting taxes. In addition, there are limits to the use of Police to enforce tax collection.

For business owners seeking to know their tax obligations under the law, provided below is a succinct guide:

Sole Proprietorships and Partnerships
Taxation of sole proprietorships and partnerships are somewhat similar as both are subject to the Personal Income Tax Act (PITA), which makes provision for the direct assessment of the tax liabilities of the business on the sole proprietor or partners.

“Partnership” and “Sole Proprietorship” as business entities do not pay income tax. Rather, the tax (that is, the Personal Income Tax) is levied on the owner’s share of profit after the distribution of the profit or loss made by the business.

For a full understanding of your tax obligations, you can consult the Personal Income Tax Act.

In summary:

Your partnership or sole proprietorship is not ‘itself’ chargeable to tax
What is chargeable to tax is the share of profit from the partnership or sole proprietorship
2. Incorporated Companies

An incorporated company, for tax purposes, is treated as a separate legal entity from the owners and therefore pays taxes accordingly. Based on the Company's Income Tax Act, the income of a company on which tax is payable are the profits of a company from whatever source and irrespective of whether such profits are distributed as dividends or not.

Hence, your company should do the following as far as the tax law is concerned:

Find out if the income accruing to your company and its line of business is chargeable under the Companies Income Tax Act. You can share your line of business with me so as to enable me to give proper advice in this regard.
Pay 2% of your assessable profit as annual Tertiary Education Tax. This tax represents your company’s social responsibility to the Nigerian education sector.
If your company does any of the lines of business stated below, and have an annual turnover of NGN100M (one hundred million naira) and above, your company will be mandated by law to pay 1% of its profit before tax or the net profit figure as disclosed in your company’s account as the National Information Technology Development (NITD) Levy. The businesses affected are:
Banking and Non-Bank Financial Institutions (NBFIs) such as capital market operators, mortgage institutions and microfinance banks
Insurance Services and Brokerage
Cyber and Internet Services
Pension Fund Administration, Pension Management and allied activities, and
GSM Services and Telecommunication.
3. General Tax Duties Affecting Sole Proprietorships, Partnerships and Incorporated Companies

Value Added Tax (VAT):
A VAT is an indirect tax imposed on the supply of services and goods in Nigeria, except for items that are exempted by the VAT Act (please consult the Value Added Tax Act for more information). A VAT is calculated at 5% flat rate.

Every business owner in Nigeria (whether an incorporated company, sole proprietorship or partnership) is required to be an agent of the Federal Government to collect and remit VAT (Value Added Tax). Your duty is to include 5% of the total goods and services supplied as VAT on your invoice when sending to your clients/customers. When you receive payment, the VAT should be remitted to the Federal Inland Revenue Service (FIRS) on or before the 21st day of the month following the month the goods or services were sold. For example, VAT collected in January should be remitted on or before 21st February.

Capital Gains Tax:
When your company (whether incorporated company, sole proprietorship or partnership) sells an asset, it must pay 10% of the chargeable gains accruing from the sales. For purposes of computation, you must be guided by the provisions of the Capital Gains Tax Act.

Withholding Tax (WHT):
WHT is an advance payment of tax and is deducted at the source. By implication, your company (whether an incorporated company, sole proprietorship or partnership) merely acts as a collection agent for onward transmission to the appropriate tax authority. Your company should deduct at the source the WHT from gross payments made to individuals, partnership, community trustees, executors, family and body of individuals in respect of the following income sources:

All aspects of building, construction, civil work, and related activities;
All types of contract activities or agency arrangements other than outright sales and purchase of goods and property in the ordinary course of business;
Professional services;
Technical services; and
Commissions

A good understanding of how the tax system operates in Nigeria is necessary for the long term success of your business. It is therefore imperative that you embrace the knowledge shared in this article and use it to structure your business for purposes of effective compliance with government tax regulations.



Please note that the thoughts expressed in this article are the author’s opinion. This should not be used in making business or investment decisions and is not intended to serve as a tax advisor.

The thoughts shared in this article are not intended to substitute for legal advice, readers are therefore encouraged to consult their lawyers for proper advice

Are you a software developer and you are reading this piece? Below are 6 clauses that you must instruct your lawyer to note in preparing software agreements for your clients.

1. Do not give a 100% guarantee that nothing would go wrong with your software. You probably will agree with me that something sometimes goes wrong at some point. It is therefore important to have a balanced agreement with clauses that allow you and your client to share risk and responsibilities in a workable manner.

2. Correction of certain errors may take time, sometimes, you might need to deploy entirely new codes or even rewrite the software, so, do not agree to a fixed time within which to correct errors. The right thing to do is to provide in Agreement that your company will evaluate the extent of error and advice on the time frame within which the errors will be corrected.

3. Save yourself the headache of litigation by asking your lawyer to add problem-solving clauses. Most times, we lawyers place emphasis on dispute resolution clause instead of problem-solving clause by which parties to an agreement are made to work as a team in resolving problems. One of the beautiful things about working as a team to resolve problems is that you create a teaming bond with your client and avoid unnecessary confrontations which eventually may lead you and your client to the courtroom.

4. How would you feel, if your client identifies the staff that happened to be the brain behind the software and then lure him or her from your company? Terrible, I guess. Moreover, your team members may have access to the source code of the software- and that may be a top trade secret of your company. That is why you must have a clause against staff poaching by which your client agrees not to engage any of your staff for a period of time following the completion of the software.

5. Beware of the clients that are always changing their software specifications. One way to address such a tendency is to insert a clause for software specification so that any proposed variation that amounts to an added task can be paid for.

6. When you have done all you can to keep a relationship and it seems that it has headed for the walls, your best bet will be to resort to third-party intervention (mediation, arbitration, litigation, etc.). Bearing in mind the technical nature of your profession, it is important that you opt for a dispute management mechanism by which the dispute settlers have considerable knowledge in your profession, and that necessarily means that you make court litigation your last option.

Other than the above suggested clauses, there are standard clauses that your agreement should have. In essence, the points listed in this article are not exhaustive and the peculiarity of each client’s specification may differ, it is therefore important that you seek advice from an experienced legal practitioner.

Are you experiencing growth in your business and thereby need investment to stay competitive? If you are a Founder looking to attract finance, below are common mistakes made by founders which turn off prospective investors. Ideal solutions are also proffered to address the mistakes

Founder's being economical with the truth
Investors want to see your unclothedness on the very first date. In essence, are there material facts that might reasonably affect the investor’s choice of investing or not? Please open up to the prospective investor. This builds trust on the very first date. Do not stop at just opening up; mention the steps being taken to remedy the issues too. Disclosure is usually very important for raising funds. Let us assume that you operate a registered business name and you already have prospective investors asking to come in. You might have to let the investor know that you started as a business name operator and considering the speed at which the company has grown over time and its need to catch up with the commercial opportunities in the industry, you opted to recently registered as an LTD to open door to investors.

Please do not mistake this for sharing of accounting records, trade secrets and other confidential records of your company.

No accounting records
Some Founders operate their business without envisaging that the time would come when their accounting records will matter. For instance, how do you justify valuation exercise without proper accounting records? There are free versions of accounting software online, so download one for your use.

Crowded owners seat
Shred the crowd from your shareholding. “Crowd” here means those you cannot justify their involvement in your company. Bringing in a CROWD will make the company unattractive to investors, so you should not have too many people on board. You need at least 2 shareholders and 2 directors and then a company secretary.

Keeping family, friends or loved ones as shareholders
Resist the urge to bring in your family and friends except you are able to justify their involvement. Make sure you justify the reason for having anybody and everybody on board. Be intentional with your shareholding structure. In essence, avoid bringing shareholders on board for the sake of having them there.

Undocumented involvements
Many entrepreneurs do not prepare agreement for their company’s shareholders. You must ensure that you have your lawyer prepare agreements that connect each shareholder to your company. Each member of your company must be there either as a service shareholder or equity shareholder and must have paid a price either in service or finance to the business. If it is service for shares, then do a service shareholder agreement. If it is the finance for shares, then do an equity agreement with receipts to acknowledge payments.

Unqualified directors
Are your directors strategically positioned for the success of the company? There is an adage that says “show me your friends and I will tell you who you are”. In the world of investors, it is “show me your directors and I can tell the future of your company”.

Allotment of all of the company shares
Investors need assurance that there is a stake to pay for. The Nigerian law mandates that at least 25% of a company’s share capital must be allotted. A mistake some entrepreneurs make is that of allotting the total units of shares they have. Why not allot 25% or around that limit and keep 75% or so for prospective investors?

Quack secretary
Who is your secretary? Let me guess, a friend or family? Investors like entrepreneurs with the gut! If you want to show ambition then you need to engage a professional as your company secretary. It is preferable that you have a professional act as secretary. E.g. a chartered accountant, lawyer or chartered secretary.

On a final note, situations might arise for you to show gratitude to family and friends that helped you get the business started. If you cannot justify adding their names on your company papers, you may opt to create a trust for them in the company.

Have you experienced real-life challenges trying to pitch an investor and got stuck because something pissed the investor off? Care to share your knowledge? Please post comments below.

The content of this article does not substitute for legal/investment advice as they merely represent the personal opinion of the writer.

On the 18th May 2017, the Federal Government issued Executive Order 001 which was meant to aid the ease of doing business in Nigeria and also encourage local participation. It is more than a year since the order was issued. My aim is to consider the major things that have changed as a result of the E.O., highlight areas that entrepreneurs can explore to their advantage and also proffer suggestions on how to compel MDAs to implement the EOs.

A Summary of the Executive Orders

The Executive Order of 18th May 2017 focused on three areas:

- Promotion of transparency and efficiency in the business environment

- Removal of bottlenecks in MDAs

- Budgeting

The primary aim of the E.O was to remove bottlenecks in government parastatals thereby allowing for ease of doing business. The orders are applicable to all MDAs. However, the most obvious targets are the Corporate Affairs Commission, Nigeria Immigration Service, and the various Port Authorities.

Some legs of the Executive Order are very important for entrepreneurs. Below are snippets of some of those key orders:

o All MDAs ought to make requirements, conditions, and criteria accessible to the public through web and conspicuous locations within their offices. If there is any conflict between a published and an unpublished list of requirements, the published list shall prevail.

o Acceptance or refusal of applications must be communicated in at least two modes: email and publication on the website. Where there is rejection, a reason must be given. All applications for business registrations, certification, waivers, licenses or permits not concluded within the stipulated timeline shall be deemed approved and granted

o Where an entrepreneur is dealing with at least two agencies of the government and one is in custody of original copies of documents, by the EO, you are allowed to process with photocopy and it becomes the duty of the government MDA to verify with the other

o VISA processing for tourists and investors must be granted or rejected within 48hours

o All MDAs within the Nigerian Ports are supposed to harmonise operations within the Port and every port is supposed to have EXPORT TERMINAL for Agricultural products so as to aid agriculture (this is good news for entrepreneurs seeking to invest in agri-business) and Apapa port in particular now runs a 24hrs shift.

o Company Registration process from start to end ought to be fully automated via website

What has changed?

- Many MDAs now have information about their services and the procedures published within their office premises and posted online

- The EO has compelled many MDAs to embrace technology in driving their services. There is however room for improvement as many of the government workers are not tech-savvy.

- Greater speed of getting things done. Except that SCUML certificate (Special Control Unit Against Money Laundering) still takes forever and without it, entrepreneurs may not be able to open a bank account

- Exportation procedure and process has become easier

Areas that Entrepreneurs can explore to their Advantage

- Application for TIN used to be a hectic exercise and it still is (especially when the FIRS does not automatically generate TIN upon company registration). However, entrepreneurs can now compel the FIRS to generate TIN via email addressed to the Agency (helpdesk@firs.gov.ng)

- Entrepreneurs can now complain or leave feedback on their experience dealing with any Ministry Department or Agency of the FG at https://www.reportgov.ng/ Port Services Support Portal https://www.pssp.ng/

- Information is now either a click or visits away. Entrepreneurs should either check online or visit the MDA that they intend to deal with.

Ways to Compel MDAs to Comply with Executive Order

- Entrepreneurs can now complain or leave feedback on their experience dealing with any Ministry Department or Agency of the FG at https://www.reportgov.ng/

- Any person that is experiencing a violation of the EOs may file an action to compel any defaulting government body to do their administrative task or otherwise refrain from violating the EO.

Conclusion:
Since the introduction of the Executive Orders, the business climate has experienced growth and this is confirmed by our improved ranking by different international independent monitoring organisations. This is not to say that the Economy is at its best, nevertheless, we are better than where we used to be as a Nation.

Outsourcing involves outsourcing one or more of your processes or activities to other organisations or individuals. Some services that are commonly outsourced are HR and recruitment, legal, IT functions, content creation, digital marketing, etc.

Let us see this scenario, James and John begin a fintech business, they alone are in charge of operations, customer service, accounting, and supervision of the teams they work with.

BENEFITS OF OUTSOURCING
Outsourcing for startups is fast becoming acceptable, and for some, recommended growth strategy. While outsourcing per se carries many advantages for businesses of all kinds and sizes, startups, in particular, are positioned to gain a lot from outsourcing. These are the benefits start-ups may experience by outsourcing:
Better focus on core responsibilities - it reduces the pressure on the startup or entrepreneur thus it reduces the risk of burn-out or an inevitable drop in the efficiency of his business.
Cost efficiency - Outsourcing is an attractive strategy for startups to take because of its huge cost-savings benefit. When outsourcing, startups do not need to invest in additional equipment, office space, not to forget the recruitment, training, salaries, and benefits of the new hire.
More level playing field with bigger companies - startups have access to the same level and quality of experts and technology that larger companies enjoy instead of developing their own.
Improved efficiency - it helps facilitate the decision making process of the startup and provides quality service to the startup’s customers.

THINGS TO CONSIDER BEFORE OUTSOURCING
Competence and experience of the outsourcing provider come first, it is important to conduct your research and find individuals or agencies who are experts at what they do.
Protect intellectual property rights of the startup by clearly defining who owns these developments and secure your intellectual property against misuse and theft.
Proper project management and supervision is important.
Outsource on your weak spots as most startups do not have the financial capability to outsource all areas of the business they do not have the personnel for. It is important to outsource only large scale projects that are more sensitive.

THINGS YOU SHOULD KNOW BEFORE PURSUING CHILD CUSTODY REQUEST.
Are you going through some form of divorce/custody proceedings and need the custody of your child sorted? While there is no hard and fast rule about who MUST have custody and who should have mere access, there are pointers that guide the courts. A good understanding of those pointers will help you analyse your chances and you may also be able to put things in place so as to increase those chances. Below are snippets of things you should know:
- The Court has broad discretion in determining how your custody application will go from the circumstances of the case before it. The story (facts) presented to the court will go a long way in determining whether you will have access or custody.
- Stories relating to your sordid experience with your spouse have little weight in boosting the chances of custody or access to your child. That is because the child is the subject of custody matter and not you. However, one of the exemptions to this is where your intention is to demonstrate how that experience places your child in a precarious situation if handed to your spouse.
- Courts are more concerned with the welfare of the child as a whole, that includes the day to daycare of the child, his/her moral upbringing, physical development/care and mental state, as well as education and a balanced life irrespective of the fact that the parents are unable to live together and jointly raise the child under the same roof. It is, therefore, more difficult to ask for custody when you do not have a home of your own or where your work schedule is such that you are rarely available. Conversely, having a nanny (especially for fathers) may boost your chances of custody and your financial capability will also be a plus.
- There is the assumption that custody of a child less than 8years old should go to the mother. While this assumption is rightly so, it is not an immutable assumption. The welfare of the child is the biggest factor and it overrides that assumption. If for instance, the conduct of the mother is morally reprehensible, custody may be granted to the father.
- Generally speaking, In determining what constitutes the best interest or welfare of the child of the marriage, below are factors that the court generally consider:
1. The age of the children
2. Arrangements for their accommodation
3. The degree of familiarity of the child with each of the parents
4. The affection of the child for each of the parents
5. The respective incomes of the parties.
Conclusion:
The points highlighted above form the basis of what is otherwise known as “the best interest of the child”. In fact, that is what sums up your chances in a custody request. The points are not exhaustive because there is no close-ended interpretation of the word. Indeed, the factors the court considers are of infinite variety.

No one sets out in a day with the hope or desire to be involved in an accident. Life itself is full of uncertainties. An accident occurs for several reasons, such as mechanical failure, bad roads, drunkenness or lack of concentration on the part of the driver.

We would share with you six things you are expected to do when involved in an accident, especially if the damage is on the high side and there’s a e likelihood of filing an action in court for compensation for loss in Nigeria whether as the victim or the one who caused the accident.

Place a caution sign in a conspicuous location at the scene of the accident
As much as this is mandated and duly provided for in our legal system with the provision on punishment for non compliance which may result to being prosecuted for obstruction, it is also a preventive measure against further collusion by notifying oncoming vehicles to be cautious of the state of the road. It can save you from being liable for another accident if complied with.

Contact the nearest police around you and Obtain a police report
The police are saddled with the responsibility of protection of lives and property of the citizens and residents of Nigeria. The police upon the occurrence of an accident should be alerted to visit the scene of the accident for proper recording which would aid their investigation on the liability or otherwise of parties involved. It is those findings that would form the basis of a police report.

Aside from the investigation being used to determine the liability or otherwise of a person, it is also required to sustain an insurance claim. Without a police documentation, you basically have no proof the accident ever happened thereby denying you from getting any help from any insurance company.

While awaiting the arrival of the police where there’s none close to the scene of the accident and particularly if you are conscious and full of strength, you may take pictures or a video record of the scene of the accident before it gets altered or tampered with. The pictures might help at some point especially where you need to clarify discrepancies.

Aside from the police, you may also obtain reports from any government traffic agency that visits the scene of the accident. For example a report from officers of the Lagos State Emergency Management Agency may be obtained if visit is made to the scene or any other similar response team.

Get a medical report
Aside from obtaining treatment at the hospital for your safety, a medical report is another important documentation required to substantiate your claims for relief in a court.

Obtain a report from a Vehicle Inspection Officer (VIO)
A VIO is someone who is saddled with the responsibility of carrying out an inspection of vehicles involved in accidents. Just like the police report, a vio report is a detailed explanation of the quantum of damage to the vehicle involved. It is a detailed report which can be used to get the value of damages you may claim in a court if an action is to be instituted in court or when negotiating for compensation.

Contact a lawyer
It is highly recommended that you do not underestimate the importance of involving a lawyer when you are involved in an accident, either as the victim or the one who caused the accident.

Getting your Insurance claims may sometimes be cumbersome. You may, therefore, need a skilled professional who is conversant with handling insurance claims to defend your interest.
Another benefit of getting legal help is that it saves you from being taken advantage of when it comes to sorting out damages.

Contact your insurance Company
Every car owner in Nigeria is expected to have his or her car insured not just against the risk of accident but also fire theft, etc, there are various classes of insurance ( Comprehensive car insurance, Third party insurance, etc) each determines the extent of compensation you are likely to access in the event of an accident.
Promptly contact your insurance company to claim relief for damages caused to your car or for compensation to a third party occasioned by you depending on your insurance policy.
Insuring your vehicle protects you against unforeseen circumstances, helps you to save cost when an accident occurs, thereby relieving you from spending money not planned for.

Kindly note that documentations from the above listed agency would go a long way in either sustaining an action against a person for negligent driving and compensation for loss or establishing your innocence in a wrongful allegation of guilt.

Are you a foreigner intending to invest or do business in Nigeria? This article profers keynote guide on things you must note and do.
Your company is considered as a “foreign company” or “non-resident company” when it is established under any law in force in any territory or country outside Nigeria.
A foreign company is required to register with the Corporate Affairs Commission before it can do business in Nigeria. However, there are exemptions to this and even at that, those exemptions cover for a temporary period. That a company is exempted from the need to register with the Corporate Affairs Commission does not automatically vest exemption on the company from remitting tax. Although, depending on the product/services and industry, a foreign company may apply for tax exemption or reduction as the case may be.
There are bilateral treaties and agreements that guide against double taxation and helps State parties to avoid situations of tax evasion. These agreements have a way of coming into play when dealing as a foreign company and for instance, the U.N. Double Taxation Convention is applicable in Nigeria and some of the taxes subject to it are personal income tax, companies’ income tax, capital gains tax and petroleum profit tax.
A foreign company does not require a physical presence in Nigeria to do business. However, taxes apply to its investment returns like dividends, rents, etc. These are payable as withholding tax to the government. Where a foreign company does business in Nigeria without being registered in the country, the law mandates the company to register for value added tax (VAT) with the Federal Inland Revenue Service using the address of the resident company which it transacted with. This is to ensure ease of communication. The way to go about this is to include VAT charges in the Foreign company’s invoice to the Nigerian company. Interestingly, that company is empowered to serve as the collection agent for that purpose and remit the VAT on behalf of the foreign company.
Where a foreign company actively ventures into doing business in Nigeria, it has to apply for tax identification number (TIN) prepare audited reports and file regular tax returns.
A foreign company doing business in Nigeria is liable to pay tax on profits attributable to the business that it does in Nigeria (this is unlike a Nigerian company which is liable to pay tax on its worldwide income)
Recently, the FIRS established a one-stop centre for foreign companies to handle their tax affairs and also keep their records. The office is referred to as “Non- Resident Persons’ Tax Office” and it is situated at Ikoyi, Lagos. The office would officially open for business as from 1st January 2020. With this development, your company can comply more easily and also track records without having to juggle across Nigeria.
If you have the need to inquire further about any detail regarding doing business in Nigeria, feel free to contact us at Law Accent.

Reading is essential if you want to be successful as an entrepreneur.
Share with us the last book you read and how it scaled up your business ideas.

BANK OF INDUSTRY LOANS FOR SMEs (FACTS AND FIGURES)

Bank Of Industry is Nigeria's leading development financial institution set up for Providing financial assistance for the establishment of large, medium and small projects; as well as expansion, diversification and modernization of existing enterprises, and rehabilitation of ailing industries.

The Bank's core focus is on projects that have to do with manufacturing, production line, processing and industrial in nature. However, there are various intervention funds to accommodate other areas or line of businesses.

It is one thing to have a business idea, and it is another to get funds to kick start it. The following will be discussed in this article. What BOI is about; Who BOI assist? How BOI assist? the criteria for selecting a project that requires funding? different products and funds that are available as well as their pricing (i.e the applicable interest rate), the requirements for loans below a million to a maximum of 10million and loans exceeding 10million, the presentation also covers the security or collateral arrangements for each type of loan and then questions and answers segment.

HOW TO ACCESS BOI FACILITIES?
Before accessing BOI, you must have a business registered with the Corporate Affairs Commission (CAC). You can either register a Business name under Part B (I.e, either as a proprietor or a partnership) or Limited Liability Company under Part A of CAMA. For Business Names, the maximum amount accessible is 10million while there are no restrictions placed on borrowers operating as a Limited Liability Company.

HOW DOES BOI ASSIST?
The Bank can render in line with its mandate, financial assistance through setting up of greenfield or start-up industries, expansion of an existing project and assist in the modernization and rehabilitation of ailing industries. This means the Bank will finance both start-up businesses as well as existing businesses. Based on this, the Bank finances the acquisition of Plant and machinery (equipment-based financing) as well as essential utilities to aid production. In other words, the focus is to buy the equipment for the borrower and not give cash to the borrower. The borrower is at liberty to source for, anywhere in the world, at least two equipment suppliers. After sourcing for and finding suppliers, it is then the responsibility of the Bank to carry out due diligence on the recommended supplier to ensure the capacity/Genuity or otherwise of the supplier. However, there are certain projects that require both equipment financing and raw materials (this is as good as giving cash), the bank will based on the circumstances of each case oblige the request of the borrower. This assistance is given to Large Enterprises (LE), Small and Medium Enterprises (SMEs) and Micro Small and Medium Enterprises (MSMEs). However, for the purpose of this presentation, we are going to dwell more on the facilities to MSMEs.

PROJECT SELECTION CRITERIA
Capacity to substantially add to industrial output.
Projects that use largely domestic raw materials.
Industry in which Nigeria’s comparative advantages could be converted to competitive ones.
Ability to promote the expansion of exports through the production of high quality products that are attractive to domestic and export markets.
Niche projects that produce for worldwide consumption.
Projects that create both forward and backwards linkages, with the rest of the domestic or regional economy.
Ventures that promote inter-state or regional integration.
Small and medium enterprises (SMEs) that have linkage with large firms, belong to clusters and operate under franchise.
Enterprises with high employment generation capacity.
The project must be technically feasible, commercially viable and economically desirable.
Projects that are environmentally friendly.
Enterprises that have good management set-up and proper accounting procedures.
Enterprises promoted by women entrepreneurs.

AVAILABLE FUNDS AT BOI
As mentioned above, the core focus of BOI is manufacturing, production and processing. But there are various intervention funds to accommodate other lines of businesses. The Funds are:
Nollyfund - For Film production value chain. (i.e from pre-production to post-production) the interest rate is 10% per annum
Fashion Fund - Fund to support the fashion value chain, including but not limited to garments, women’s shoes, handbags and jewellery/accessories. Interest rate is 9% per annum
Cottage Agro-Processors (CAP) Fund - The Fund may be accessed by Limited Liability Companies, Enterprises and Cooperative Societies engaged in the processing of agricultural products either into finished food products or raw materials for industry or for the export market. i.e. Cassava, Oil Palm, Rice Paddy, Groundnut, Yam, Maize, Sorghum, Aquaculture, Livestock, Cocoa, Shea nut, Plantain, Cash
National Automotive Council’s (NAC) Fund - To achieve the development of the automobile industry subsector of the economy. Interest rate is 10% per annum
Business Development Fund for Women (BUDFOW) - On behalf of The Federal Ministry of Women Affairs and Social Development (FMWASD) (provides soft loans to women entrepreneurs.
Graduate Entrepreneurship Fund (GEF)- This fund is exclusively meant for NYSC members who are desirous of going into any business. The maximum loan value is 2million and the interest rate is 0%
Youth Entrepreneurship Scheme Programme (YES -P) Fund - meant for youth within the age of 25 - 39. Interest rate is 9%
State MSME (Micro Small & Medium Enterprises Development) Marching Fund - This is an arrangement between the Bank and State Governors to enter into matching Fund agreements for entrepreneurs in their respective State. When this is done, the State Government is expected to bear half the interest rate of any project funded under the scheme. The Bank's interest rate is 10%. When projects are funded under this arrangement, the State Government automatically bears the cost of 5% per annum and the Net Interest rate is 5%. The Bank currently has this matching fund arrangement with 21 States including Anambra, Delta, Kwara, Niger, Kogi, Osun, Edo, Ondo, Ekiti, Ogun, Oyo, Gombe, Benue, Kaduna, Taraba, Enugu, Ebonyi, and Cross River States. while others are in the pipeline.

REQUIREMENTS FOR ACCESSING BOI LOANS.
SME LOANS- BUSINESS ENTERPRISES OF LOAN VALUE BELOW 10MILLION.
PRE – APPROVAL CHECKLIST
1. Formal Application on letterhead
2. Duly completed Loan Application Form
3. Photocopy of Certificate & Form of Registration
4. Business Plan which includes detailed Profile of the Business Enterprise with Curriculum Vitae of the key Management Staff and write-up on technology/manufacturing process(es)/ Technical Partners
5. Quotation/ Proforma invoice for the supply of items of Machinery and Equipment
6. Sources and quotations for Raw Materials expressed in quantity and amount
7. Four (4) passport photographs and Biometrics Verification Number (BVN) of the Promoter(s) (i.e. business owner[s])
8. Means of identification of the Promoter(s) (i.e. photocopy of International Passport or Driver’s License or National Identity Card or Permanent Voter’s Card)
9. Bank Statement of the Business Enterprise for a period of one (1) year (for an existing business)
10. Declaration of Outstanding Liabilities to other Banks and Individuals
11. Security:
If the Security is with two external Guarantors, then the following will be required;
Customer will be required to pay 10% of the loan value as a security deposit to be domiciled at BOI MFB;
Customer will be required to submit a Letter of Intent from two (2) external Guarantor who will execute an irrevocable personal guarantee supported by a Notarized Statement of Net Worth.
OR
If a landed property is being pledged as security to the exclusion of an (i&ii) above, then the following will apply:
Photocopy of the title document(s) to the property being pledged. This could be a Certificate of Occupancy, Deed of Sublease or Deed of Assignment/Conveyance ((with an unexpired tenor of at least 25years – in all cases, the property must be in an urban area and accessible)
OR
If Bank Guarantee is the security to the exclusion of a & b above, then a letter of intent from the head office of issuing commercial Bank will be required.

SME LOANS- BUSINESS ENTERPRISES OF LOAN VALUE OF 10MILLION AND ABOVE
PRE – APPROVAL CHECKLIST
1. Formal Application
2. Duly completed Loan Application Form
3. Photocopy of Certificate of Incorporation
4. A certified true copy of Memorandum and Articles of Association and Forms CAC 2.5 (Allotment of Shares), CAC 2.3 (Particulars of Directors) and CAC 2.1 (Appointment of Company Secretary); Annual Returns must be up to date.
5. Business Plan to include detailed company profile, Curriculum Vitae of the key Management Staff, write-up on technology/manufacturing process(es) and agreement with Technical Partners (if applicable)
6. Quotation(s)/ Proforma invoice(s) for the supply of item(s) of Machinery and Equipment
7. Sources and quotation(s) for Raw Materials expressed in quantity and amounts
8. Eight( passport photographs of the Chief Promoter and one other Director of the company
9. Means of identification of Chief Promoter and one other Director of the company (i.e. photocopy of International Passport/Driver’s License/ National Identity Card and Permanent Voter’s Card)
10. BVN (Biometric Verification Number) of Chief Promoter, Directors and Shareholders of the company
11. Three years' Audited Financial Accounts and most recent Management Accounts from BOI accredited auditors (for an existing business)
12. Statement of Affairs (for businesses less than one (1) year)
13. Company’s Bank Statement(s) for a period of one (1) year (for an existing business)
14. Declaration of Outstanding Liabilities to other Banks and Individuals
15. Security:
(a) If Bank Guarantee, a letter of intent from the head office of issuing commercial bank
OR
(b) If a landed property is being pledged as security, then the following:
(ii) Photocopy of the title document(s) to the property being pledged. This could be a Certificate of Occupancy, Deed of Sublease or Deed of Assignment/Conveyance. (with an unexpired tenor of at least 25years – in all cases, a property must be in an urban area and accessible).

Questions for Clarifications:
Do these requirements also pertain to NYSC applicants?
Answer: NO. not at all. For NYSC. The security is a lien on the NYSC Discharge Certificate. However, they must register a business with the CAC. Produce just one guarantor and also fill out a form. The loan application form is designed in a way that, after completing the form, there is no need for a business plan as all the project appraisal officer needs are extracted from the form.

Among the requirements listed, is there any that is optional?
Answer: The documents are all mandatory. The only optional requirement is that of the collateral When you take the requirements one after the other, you will see that the requirements are not burdensome
The formal application is on the borrower's company letterhead, an application form is given by BOI, items 3 and 4 on the requirements are given by the CAC upon the incorporation of your business. A business plan is mandatory. Quotation for equipment and raw materials is mandatory. A borrower who intends to buy XYZ equipment must have a supplier who deals in such equipment either right here in Nigeria or Abroad.. passport photographs, valid means of ID and BVN are an all mandatory.. statement of affairs or audited accounts are regulatory requirements which every business ought to have. You can see that the requirements are not herculean or burdensome to get.

Also, can I access a loan to bring in Media equipment for a new company?
Of course. BOI may finance strictly the equipment for the project. The Bank finance both new or start-up companies and also existing ones. .NOTE. the factory site, studio, farm, or place of business in whatever form, is the responsibility of the Borrower. The place of business will also be visited by BOI staff before the application can be processed.

How do I get the application form for a loan below 10m?
At the Bank's website, OR At any of the offices. Just google the address near you and obtain the form.


Is this loan available for school business?
School is a seasonal business. Loan repayments are not seasonal. However, the Bank will finance technical schools because technical schools are equipment-based financing.

Do I need to open an account with BOI before I can process the loan?
NO. BOI is a development Bank and not a deposit money bank or commercial bank. It does not deal with cash. You have to open an account with a commercial bank in the name of your business. BOI does not accept an account opened in the name of the director or promoter of the business.

what are the major challenges you can encounter when applying for this loan? Are loans easily accessible without lobbying?
There is no form of lobbying. The more these loans are granted, the more the Bank's impact is seen in the economy. The Bank’s process is automated. Borrowers can track their loan application at the comfort of their homes and escalate any delays.

What of piggery and poultry businesses? Is the loan available for them?
Yes. The livestock business is bankable businesses.

What is the tenor of BOI loans?
The tenor of the loan is between 3-5 years for loans of 10m and below and 4 - 7 years above 10. Depending on the circumstances of each case. BOI also give moratorium period between 6months and 12 months

Please for a farming business that has no office, what Will BOI do? Visit the farmland?
All businesses must have a factory/farm/studio/ or place of business and a corporate office. In most cases, the factory site and the corporate office are the same places. For you as a farmer, for example, Now, when you farm, where do you sell your finished goods or agricultural products? At the farm? Not advisable. Even if it's your house or rented premises, you must have a place where you can easily sell your products to the outside world. That can be interpreted to be your corporate address depending on the nature of the business.

BOI has a long term repayment plan, how do they handle recovery?
Good question. The Bank's aim is for the project to pay itself. That is why a thorough appraisal process is carried out. So when we finance a piece of equipment, the equipment must be functioning and producing, that way, the customer is working and in business and is able to repay the loan. The projects are dear to the Bank. The collateral is the last resort for recovery when a project goes bad. There are restructuring, there is additional working capital. This means that when a project is bad. The bank will do whatever it takes to see how the project can work again before resorting to the collateral

What are the possible loopholes or setbacks that might deny one getting a loan from BOI? Or does everyone who provides all the needed information get the loan?
Deceit, diversion of funds, fraud, connivance with supplier because, the truth is, there are various stages to pass for the loan. The person will be caught.

In conclusion, As a Nigerian, you have a right to apply to BOI for a loan. Once your business is bankable, and the requirements are met. The loan will be disbursed to you

The Nigeria Data Protection Regulation was created by The National Information Technology Development Agency to monitor the use of electronic data.
The scope of the regulation is to protect personal data of Nigerians both in Nigeria and Outside Nigeria. This regulation applies only to individuals and not companies.
“Data” means characters, symbols and binary on which operations are performed by a computer. Which may be stored or transmitted in the form of electronic signals is stored in any format or any device;

“Data Controller” means a person who either alone, jointly with other persons or in common with other persons or as a statutory body determines the purposes for and the manner in which personal data is processed or is to be processed;
“Data Subject means an identifiable person; one who can be identified directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;
Personal data shall be collected and processed lawfully provided that it is done in accordance with public policy and human dignity. Persons entrusted with personal data has a duty of care and is not be transferred to a third party. Such person is also accountable for any acts or omission done by him. Personal data is also to be stored for a reasonable period.
For processing of personal data to be lawful, the person must have given his consent to the processing of his data or when it is necessary for performance of a contract, or when there is a legal obligation, or protect the interest of the data subject or a third party, or performance of tasks in public interest.
No data can be processed without the consent of the data subject. Such consent must not be obtained by fraud, coercion or undue influence. Where consent is required the data controller must show that consent was sought and obtained in a clear and plain language. The data controller must inform the data subject before giving his consent that he can withdraw such consent at any time but the withdrawal does not affect any transactions done before consent is withdrawn. Consent is not to be sought or given in circumstances that encourages atrocities, hate, child right violation.
Any medium which personal data is being collected shall display a privacy policy in a conspicuous place. Security measures should be developed by persons involved in data processing to protect data. There shall also be a written contract between a third party and the data controller.
A data subject has the right to object to the processing of his personal data by the controller for the purposes of marketing.
Any person in breach of data privacy of any data subject will be liable to fine or criminal liability. The fine payable is stated as follows:
a) in the case of a Data Controller dealing with more than 10,000 Data Subjects, payment of the fine of 2% of Annual Gross Revenue of the preceding year or payment of the sum of 10 million naira whichever is greater;
b) in the case of a Data Controller dealing with less than 10,000 Data Subjects, payment of a fine of 1% of the Annual Gross Revenue of the preceding year or payment of the sum of 2 million naira whichever is greater.
Any personal data transferred to a foreign country which is undergoing processing or is to be processed after such transfer will be subject to the NITAB Regulations and the supervision of the Attorney General of the Federation (AGF). The agency has to show that the foreign country has an adequate level of protection. The AGF will take into consideration the legal system of the foreign country in relation to personal data. When there is absence of any decision by the AGF regarding the safeguards in the foreign country, transfer of personal data will only take place when the following conditions are met:
1. The data subject consented to the transfer of the personal data having been informed of the possible risk due to the absence of an adequate decision.
2. The transfer is important for the performance of a contract between the data subject and the controller
3. The transfer is important for reasons of public interest
4. The transfer is necessary to establish legal claim
5. The transfer is important in order to protect the data subject’s interest
The controller must provide information in writing or by any other means relating to data processing in a clear and plain language, especially when the information is addressed to a child.
Information provided to the data subject shall be provided free of charge but when the request is unfounded or excessive the controller can either charge a reasonable fee or write a letter to the Data Subject stating refusal act on the request and copy the Agency. The controller has the responsibility of demonstrating the excessive character. The controller can also request for additional information when he is in doubts as to the identity of the natural person making the request.
Before collecting personal data from the data subject, the controller is to provide the data subject with certain information such as the details of the controller, details of the data protection officer, the purposes of processing the data e.t.c.
Data subject is entitled to be informed of the appropriate safeguards for data transfer to foreign countries. He also has the right to tell the controller to delete personal data without any delay and the controller shall delete such data on the following grounds:
1. the personal data are no longer necessary in relation to the purposes for which they were collected or processed;
2. the Data Subject withdraws consent on which the processing is based;
3. the Data Subject objects to the processing and there are no overriding legitimate grounds for the processing;
4. the personal data have been unlawfully processed; and
5. the personal data have to be erased for compliance with a legal obligation in Nigeria.
The controller has to inform the controller processing the personal data of the request of the data subject. Where personal data is restricted except for storage the consent of the data subject shall be sought before processing.
The data controller has the right to be informed of personal data concerning him or her that he has provided to the controller, he also has the right to transmit such data to another controller. The controller can also transmit those data to another controller without any restrictions when it is based on consent, contract or carried out by automated means.
Both public and private organisations are to make available their data protection policies within 3 months of the issuance of the regulation and it must be in compliance with the regulation. Controllers have the duty to assign a data protection officer for the purpose of adherence to the regulation. The Agency should by this Regulation register and license Data Protection Compliance Organisation (DPCOs). Every organisation is to conduct detailed audit of its privacy and data protection within 6 months of issuance of the regulation.
The agency is to set up an Administrative Redress Panel to look into allegations of breach of the regulation. This does not however stop data subject from seeking redress in a court of competent jurisdiction. Any breach of this regulation will be seen as a breach of the National Information Technology Development Agency (NITDA) Act of 2007.
The agency and other authorities are to take appropriate steps to develop international mechanisms to facilitate effective enforcement of legislation to protect personal data.

What is USSD
USSD means Unstructured Supplementary Service Data and is a service which allows you to pay your bills and do other transactions by simply dialing a shortcode on your phone, USSD codes are also called Quick Codes.

Efficiency of Charging via USSD.
The Pay via USSD channel allows customers to make payments or carry out transfers and other banking transactions by dialling a USSD code on their mobile device. This code is usually in the form of * followed by some code and ending with #. The user is prompted to authenticate the transaction with a PIN and then it is confirmed by the bank.


USSD Charges
The charge is for the USSD session performed on your account. For every session on the USSD platform, you will be charged N4 which accumulates and is passed into your account at the end of the month or paid immediately from the airtime available on your mobile device.

SUSPENSION OF CHARGES BY NIGERIAN COMMUNICATIONS COMMISSION
During the early hours of the afternoon on Sunday, the Federal Government (through the Minister of Communication) issued a directive to the Nigeria Communications Commission to immediately suspend USSD charges on banking transactions. This was in response to a circular sent out by one of the Nigerian telecommunications network providers; MTN to its customers informing them of a scheduled increase in USSD charges to take effect from October,2019.

This was done in a bid to keep their customers involved and avoid any surprises or sudden charges which were to begin on Monday, October 21st, 2019.

The reason for the suspension according to the spokesperson of the Minister for Communication was that the Minister was not properly briefed on the development neither was this approved.

CAN NCC ORDER FOR THIS SUSPENSION
The Nigerian Communications Commission is the independent National Regulatory Authority for the telecommunications industry in Nigeria. The Commission is responsible for creating an enabling environment for competition among operators in the telecoms industry as well as ensuring the provision of qualitative and efficient telecommunications services throughout the country. The Commission is driven by three guiding principles; Fair, Firm and Forthright in carrying out its duties and functions as the National Telecommunications Regulator.



The NCC is one of the agencies that was created under the Federal Ministry of Communications. This entails that all activities from the agency report directly to the overseer being the Ministry. The Federal Minister for Communication can within the powers vested on his office order such suspension.

CONCLUSION
Majority of the sectors in Nigeria suffer this same bout of creating policies without due process, the telecommunications sector however has been subject to tight scrutiny and oversight over the years. The monitoring of these policies is to protect consumers and guard against arbitrary and unreasonable charges from ministries, departments and and agencies of government. An effective due process mechanism serves as an antidote for fraudulent practices in the economy.

The Acting Registrar-General of the Corporate Affairs Commission disclosed that the Commission had delisted 40,000 registered business from its database between October 2017 and October 2019. Simply put, the commission has successfully removed the names of businesses registered. This was carried out to ensure that only names of performing businesses remain in the Commission's database.

Couple of months ago an entrepreneur once asked me the need for compliance and penalties for not complying with the provisions of the law.

I started by explaining the various post incorporation filings expected of businesses upon registration or incorporation in Nigeria. One of such filings is Annual Returns which is applicable to all forms of business registration in Nigeria. Failure to comply imposes a fine tagged as penalty for late filing.

Since the corporate Affairs unlike the FIRS at the moment do not send demand notices to businesses that are not complying why then should a business be CAC compliant was the next question I was asked.

Compliance with Post incorporation fillings does not only gives the commission an up-to-date information about your business but also an evidence that your business still remains a going concern which the public can transact with without any shadow of doubt should a search be made on your business at the Corporate Affairs Commission.

The commission is empowered by law to strike out/remove the name of dormant companies or business names from it's register when it has reasonable cause to believe that such registered entity is not carrying on business or in operation.

When can the Commission believe your business is dormant.

Note that the Act does not specifically give a list of conditions or incidents for removing a registered name. The word "reasonable cause" was used, what conditions will then be considered as a reasonable cause or when can the commission form an opinion or believe that you're no longer carrying on business activities?

Best way to form an opinion is when the records of the Commission shows nill for expected post-incorporation filings especially Annual Returns which is to be filed every year.

A relative example is the provision of the evidence act on presumption of death for a person who is away for at least 7years without being in contact with people who should hear from him or where a partner in a marriage is not out of reach for 7 years, the other partner in law is allowed to file for a divorce as it is presumed that it is either such missing partner is dead or has moved on with his or her life. The Commission therefore reserves the right to presume that a business is dormant or has folded up after some. years of its incorporation with zero compliance rate.

One of the incidences of incorporation or business name registration is that once a name is registered by the Commission, there's a restriction on the use of such name by another except with the consent of the registered owner. If the Commission therefore believes that a name is dormant, it reserves the right to strike the name off the register, upon which a person can register such name after the expiration of the grace period for relisting an already removed name which I will also discuss in this article.

Procedure for striking out a dormant name
1. Inquiry by the Commission on the current state of the businesses sought to be delisted: The Commission may send to the company by post a letter to inquire whether or not the company is carrying on business or in operation.
2. Further Reminder notice to the business: Upon delivery of the notice above, the Commission after one month and without hearing from the company shall within 14 days send another notice again to the company referring to the first notice stating that no response was made or delivered to the Commission and also further state that If the Commission does not within one month of sending the letter receive any answer thereto, it shall within 14 days after the expiration of the month send to the company by post a registered letter referring to the first letter, and stating that no answer thereto has been received, and further state that the Commission shall within one month from the delivery of the second notice publish the business name in a gazette with a view of striking of the name off the register if no response is received on the second notice..
3. Removal of name from the register of business names: If the Commission receives an answer to the effect that the company is not carrying on business or in operation, or does not within one month after sending the second letter receive any answer, it may publish in the Gazette, and send to the company by post, a third notice stating that at the expiration of three months from the date of that notice the name of the company shall, unless cause is shown to the contrary, be struck off the register and the company shall be dissolved.
Note that the notices will be delivered to your address on the CAC records, this is to say that you can only receive this notice if your business is still being carried on in the same address with which the business registration was made. This is another reason the business owners are mandated to notify the Commission of a change in its address. In other words, if your business is still a going concern, the Commission would not be aware of the state of your business if it's been carried on in an address unknown to the Commission.

Can a removed name be relisted?
Anybody aggrieved by the striking off the register of the company may apply to the court at any time before the expiration of 20 years from the publication of the notice of removal, for an order restoring the company to the register and if the court is satisfied that, at the time of the striking off, the company was carrying on business or in operation, or that otherwise it is just to restore it to the register, the court may order the name of the company to be restored to the record.

The big question is: is your business still a going concern? Are you CAC compliant? If yes, bravo, if not, you may have to answer the question on whether your business name is still on the CAC register or not. You can approach the Commission or consult a professional for guidance for the next phase.

Value Added Tax (VAT) is a tax charged and payable on the supply of goods and services except those specifically listed in the first schedule to the VAT Act. In Nigeria, the current rate for VAT is 5% and although it is a multi-stage tax, the target is usually the final consumer. Below are random facts you need to know about VAT.
1. It is NOT only when money is involved in your transaction that you charge VAT. If your transaction is for a consideration that does not involve money, you are required to value the transaction in monetary terms and then charge 5% as VAT. See section 5 (1!) (b) VAT Act
2. Your company’s evidence of registration with FIRS is a condition precedent to transacting business with any government ministry, statutory body or other agency of the Federal, State or Local Government? See section 9 (2) VAT Act
3. If your company (non-resident company) does business in Nigeria without being registered in the country, the law mandates your company to register for VAT with the FIRS using the address of the resident company which you transacted with. This is to ensure ease of communication. The way to go about this is to include VAT charges in your invoice to the Nigerian company. Interestingly, that company is empowered to serve as a collection agent for that purpose and remit the VAT on your behalf. Section 10 VAT Act
4. In the event that you are not satisfied with a VAT assessment imposed on you by a tax authority, you have a right to appeal to the Value Added Tax Appeal Tribunal for redress. Section 20 (2) VAT Act
5. Any imposition of or increase/reduction in tax (including VAT rate) ought to be presented before the National Assembly as an extension of its spending and taxing powers. SECTION 59 of the 1999 Constitution (as amended).
While this article is not exhaustive, it would be interesting to hear your random point of view with regards to VAT in Nigeria.

How you can build a sustainable Business Model as an Entrepreneur

There are systems and processes of a sustainable model for business growth. Systems relate more with how you can put structures in place for a sustainable business while processes deal more with your outlook (i.e. how your brand relates with the public).

Different businesses are on different pedestal; startups, employer of labour, idea level ‘businesses’, etc. This presentation is designed to benefit all.

Let’s start with the obvious.

How do you create a system that is sustainable from the point of view of corporate structuring? Corporate structuring is all about division of labour. Did you know that an individual that is yet to learn to embrace other people in the process of doing business can only go as much as coordinating 200 people? On the other hand, when you learn to divide efforts you will have more people within your fold. This means that if you are able to make your team members do as much as you can, you will go farther.

For Instance, in the legal profession, the traditional practice is for lawyers to observe and learn legal practice and procedure, lawyers are rarely trained to be entrepreneurs, it is those at the managerial level that learn how to pitch for the firm, market the firm and expand networks. It is not sufficient to build members that will just get the work done, you have to train your team to think like managers, this is a fantastic point that is well proven in enterprise building particularly for SMEs.

Building a sustainable business is all about building the people that form your team, if you are working alone, you cannot build systems, and these people can be your board, marketers, and employees.

Building a sustainable business is treating a business as a business, you don’t have to build your family around it or build your team based on sentiment or personal relationship. It is very important that anybody that is on your team is deliberately on your team and they have a role to play in the development of the business. Check your business, see who you have on board, and check if they are people you intend to pass the culture you intend to build to, or people you are just emotionally entangled with.

In building a sustainable business, you have to be able to reinvent your products, reinvention is about infusing value system into trends, and you need to have key understanding of trends. A classic example of a brand that has reinvented its products over time is Coca-Cola, take a cue from that brand.

In building a sustainable business, you have to learn to master one thing at a time, although this is not a general rule, a lot of entrepreneurs want to do a lot of things at once which could disrupt their focus. You need to focus on one thing, ensure that you have a strength that is scalable, sustainable and can stand the test of time.

Building a sustainable business is about creating culture, you must ask yourself, what culture am I building out of this business. If your business is just another competitive one on the block, then, that is not enough, we are in an era where customers are not just paying for services, they are also paying for culture. Your culture and value systems will help you to attract the best team members to work with. Remember people will follow you, not because of the salary but because of your value system, the same is applicable to customers.

Randomly, if we think of some businesses that have created culture over the years; we instantly remember DHL (a world-renowned courier service and cargo delivery company). In summary, the value system of DHL is speedy delivery without compromising on the quality of service and the health of the cargo, with this value system they have been able to build a brand that sits at the top spot in international courier service and cargo delivery.

Another brand is Apple, Apple stands out because the engineers who created apple products made them for themselves, Steve Jobs was the chief user of Apple products when he was alive, this ensured that the products were of premium value and they ranked above every other product in the technology market sphere. Since their quality was such that it suited his taste, invariably, the same would apply to their customers. Thus, building a value system is about ensuring that your products and services are the best in that line.

A sustainable business should be dynamic and able to adapt to changes that may arise from time to time; be it technological or managerial. Let me share the obvious examples, Uber and Taxify (now Bolt) has taken over the yellow taxi and cab service industry because they were able to create a system convenient for users with ease of accessibility through digital means. Due to technological advancements, we have more technology-driven transport systems that keep coming up every day. Another example is market women building wealth in place of distribution, but with the advent of Jumia, Konga, and other eCommerce platforms, you will find out that the middle traders are gradually facing off, this implies that there is more to building a business or brand that will stand the test of time. We will have to figure out how this applies to our business.

Are you building a business that will stand the test of time? The change factor in all of this is the advent of technology. A sustainable business is a business that leverages technology to drive solutions. As a business advisor and lawyer, it should be noted that investors would more often than not, check if the business you are building is technologically compliant and has a digital-driven mechanism, this propels them to leverage on your business assessment propositions.

How do you create a value system?
This is about communication. Communication can come in different forms and this includes through the company’s vision and mission statement, staff company policy group, creating a platform to communicate what the business stands for to mention a few. In building a value system you have to ensure that you do not forget to keep communicating your value system to your team members because they are your first line of marketing agents before the clients. This is important because a message passed by an agent is one passed by the entire brand.

Building a sustainable business is about building a community, the mistake entrepreneurs sometimes make is to identify the business as theirs, I have observed that any business that brings in people and gives them presence and a sense of belonging have a way of preserving and retaining the team members, they also have a way of bonding for a long period of time. When you invest your energy into creating a community for your team members you will find that those team members want to identify with your business and more people would want to associate with your business because of what they have heard about your style. You will understand that most people want to live in an estate rather than an open environment, this is because of the bond that exists in an estate as a result of communication, and you have to apply the same methodology to your business.

How do you create a community within your business? The problem we sometimes have is the problem of trying to blend a team member to fit into the style of the business. But we must understand the strength of the team members and then use that strength to project the team member. To build a community is about helping team members appreciate, discover and deploy their strength to build the business.

I remember a period when i was in Ondo State, I came in contact with a soap ‘Premier cool’. I loved the soap because it has the same fragrance and effect with Dettol and it was a cheap option. When I moved to Lagos, I didn’t find the soap and that got me wondering. I later read a book titled “The Art of War” which enlightened me on the possible strategy at work- you need to establish yourself, build capacity in areas where your competitors have weaknesses, overcome your competitors from their areas of weakness. When you build your capacity, then move to where your competitors have strength, to start your battle on how to create your own fair share of the market space.

Building a sustainable business is about discipline, while you create a community you must understand and not underestimate the place of discipline, discipline must be well stated in your staff handbook, and it starts with you and whoever is to be disciplined and sanctioned must be done accordingly. Proper discipline is about fair hearing. Discipline is about warning, it is one of the critical aspects of team building, make sure you chastise your team members in the private and then praise them publicly. ”The One Minute Manager” has it this way: catch them doing the right thing and exalt them publicly and chastise them for the wrong things privately.

Building a sustainable business is about ensuring that you have a basic understanding of legal and statutory compliances that apply to your business and ensuring that your business complies as much as possible. You have to team up with professionals that will ensure that your business complies with government laws and regulations. Part of building a sustainable business is to ensure that your brand is duly registered, and you have to trademark your logo and other property elements. InnovateNG is there to be your partner in all professional wise, tax, tech, social media, etc. You can always reach out to them if you need more understanding of any kind of compliance your business needs.
I trust that we are up to building great businesses that would soon dictate the economy of Nigeria and take her to the frontline in Africa and then the globe.

-Being presentation delivered by Eyitayo Ogunyemi of Law Accent at InnovateNG’s webinar for SMEs.

Nigeria has a goal of being amongst the top 20 economies by the year 2020. In a bid to realise this vision, the Central Bank of Nigeria (CBN) in 2012 introduced a new policy on cash-based transactions which stipulates a cash handling charge on daily cash withdrawals that exceed N500,000 for Individuals and N3,000,000 for Corporate bodies.

The policy as at 2012 aimed at reducing the amount of physical cash circulating in the economy, and also encourage more electronic-based transactions (payments for goods, services, transfers, etc.) by fixing charges on cash withdrawals above 500,000 for Individuals and 3,000,000 for corporate entities. The limits apply to the account so far as it involves cash, irrespective of channel, (such as over the counter, ATM, 3rd party cheques encashed over the counter, etc) in which cash is withdrawn.

Some of the reasons for the introduction of the policy are:
To drive development and modernization of payment system in Nigeria upon the advent of financial technological innovations.
To reduce the cost of banking services (including cost of credit) and drive financial inclusion by providing more efficient transaction options and greater reach.
To curb some of the negative consequences associated with the high usage of or access to physical cash in the economy, including financial loss in cases of robbery, accidents, fire and flood incidents, and other cash-related crimes money laundering and cash-related fraudulent activities.
Simply put, the cashless policy encourages a reduction in the amount of physical cash (coins and notes) circulating in the economy and encourages more electronic-based transactions.

Since the introduction of the policy and the advent of technological innovations in financial transactions, it can be said that CBN’s vision on cashless economy has succeeded to a great extent.

The Payment System Management Department of the CBN again on September 17, 2019 revisited the cashless policy to include charges on cash deposits by both individual and corporate entities for over NGN 500,000 and NGN3,000,000 lodgment respectively in addition to already existing charges on withdrawals at a rate of 2% for individual and 3% for corporate Cash deposit transactions.

Just like the introduction of the charges on cash withdrawal, the pilot was run in Lagos State from January 2012 while the policy took effect in Rivers, Anambra, Abia, Kano, Ogun and the Federal Capital Territory (FCT) on the 1st July, 2013 and implemented nationwide on July 1st, 2014. The latest implementation is to take effect in Lagos, Ogun, Kano, Abia, Anambra, Rivers State and the F.C.T. on September 18, 2019 and to take effect nationwide on March 31, 2019. Of note is the fact that the charges on deposit is on daily cash transactions over the stipulated amounts( 500,000 and 3,000,000) and not all cash transactions.

The Federal government in promoting ease of doing business in Nigeria in July 2016, inaugurated the Presidential Enabling Business Environment Council (PEBEC) as the administration’s flagship initiative to reform the business environment. This agency was amongst other reasons established to promote policies to make business easier for micro, small and medium based enterprises to do business, grow and contribute to sustainable economic activity.

As much as the imposition of charges on deposit transactions above the free limit may curb illegal moving of cash and transaction, it may however defeat the core of Cashless policy on reducing circulation of physical cash in the economy by imposition of fines for Cash deposit in the Bank. Nigeria today even with the advent of banks and innovations in financial technology still have some good number of the citizens unbanked, the introduction of charges on transaction will discourage the yet to be banked to reconsider whether or not to be banked or embrace financial innovations thereby encouraging the use of physical cash by these unbanked members of the public.

Placing charges on deposit transaction also contradicts the ease of doing business in Nigeria. These are issues that beg for answers by the CBN to business owners. For instance, corporate entities will now be charged 3% on all daily Cash deposits once transaction is above the free limit. Business entities with multiple outlets across the nation having a corporate account will now be charged for cash deposit of income made nationwide once it exceeds 3,000,000 thereby leaving them at a dilemma of having to be charged a good sum from their profit or, reduce their sales or stagger deposits to the next day leaving them at a risk of losing such money while holding on to same.

The present Nigerian economy generates a good percentage from businesses especially from taxation, business registration fee, and fees on both pre and post-registration compliance. Charging such businesses again for their daily remittances to bank does more harm than good. For the purposes of taxation especially, are such transactions charges deductible allowances under the respective tax laws? Can it be said to be incidental expenses to the cost of running a business and as such allowed to be deducted from taxable income?

While the CBN encourages the use of alternative channels, the CBN should put into consideration the daily transaction limit of some of the alternate channels which are capped at 100,000 for ATM withdrawals which still requires the need to visit a banking hall for transactions above the ATM limit, the cost of the use of the channels including but not limited to operational charges, maintenance, intra and inter bank transaction charges incurred on the use of these channels should be looked into, network glitches resulting to debit from payer and non credit of receivers account and accompanied complaints on reversal policies for failed transactions are factors that discourages users at times from maximizing these channel.

While CBN address the above concern, business owners and managers are advised to encourage clients and customers to maximize the use of alternative electronic channels for cash transactions to avoid the stipulated penalty fees such as
Point-Of-Sale Terminals
Mobile Payments
Multi-functional ATMs for Withdrawal, Cash-deposit, Bill payments, FundsTransfer
Internet Banking
Electronic Funds Transfer
Direct Debits: Automated Direct Debit option available in Banks and some Billers.

The debate on whether or not to increase the VAT rate in Nigeria has been on for quite a while. The subject has generated so many controversies both within the public and private sectors.

Section 39 of the Value Added Tax Act confers on the Minister of Finance the power to amend the rate of tax chargeable. The Federal Executive Council on Wednesday, 11th September 2019 again deliberated on the increase in the VAT rate from 5% to 7.2% which was approved and officially communicated by the Minister of Finance.

Value Added Tax is payable on all goods and services except on goods and services exempted from tax such as Basic food items, pharmaceutical products, baby products etc. It is usually referred to as a consumption tax. As long as one purchases "Vatable" goods or services, he/she is liable to pay VAT.

The increase in VAT rate as much as it implies more revenue for the government to solve economic problems if utilized effectively, which tentatively, is the main reason for the increase, would however also affect the economy and the consumers of goods and services

One of the canons of Taxation: Equity/Equality demands that the distribution of the tax burden should be equitable, while everyone is made to pay his fair share. A tax payer's liability should be proportional to his ability to pay. While those with the same income pay an equal amount of tax, those with different incomes should pay different amounts of tax.

Presently, the application of VAT negates the above principle as it is currently pegged at 5% for both the rich and the poor, to the extent that where both parties consume the same goods or services they end up paying the same amount.

Also, VAT is a consumption tax is levied on the final consumer. Any increase would automatically affect the cost of goods and services which in turn implies an increase in the cost of living for both the poor and the rich.

VAT increase would also influence a consumer's lifestyle. A person with high income may afford to buy more products or still maintain his budget even after the increase while a person with low income is left with no choice but to go for cheaper products, with greater emphasis on the price and not the quality. Alternatively, they may even choose to avoid such products completely.

Recommendation:
The approved new minimum wage is another reason for the increase in the VAT rate to enable Government to meet up to its revenue expectations should also be looked into and given full implementation. The approved increase in VAT rate would affect mostly the poor and as such, measures should be put in place to incorporate the equality principle of Taxation into the Tax system.

The newly approved tax increase, should be restricted to luxury items and not made to apply to all goods and services especially those utilized more by the low or middle-class and SMEs who are still trying to scale up their business.

Advertising Promotion Council of Nigeria
Advertising is a marketing communication that employs an openly sponsored, non-personal message to promote or sell a product, service or idea. Advertisement has undergone considerable changes and evolutions over time in form and target audience, this is predominantly due to digitisation and technological advancements overtime.

In a bid to regulate the advertising industry and ensure compliance of advertisers with extant legal provisions, the Advertisement Protection Council of Nigeria was established. The Advertising Practitioners Council of Nigeria (APCON), established by the Advertising Practitioners act 55 of 1988, was a logical outcome of the above and accords legislative recognition to advertising as a profession in Nigeria.

Functions of APCON
The overall functions of APCON are provided for in Section 1 of the Advertising Practitioners Act 55 of 1988 which set up APCON. The functions are:
Determining who are advertising Practitioners.
Determining what standards of knowledge and skill are to be attained by persons seeking to become registered as members of the advertising profession, and reviewing those standards from time to time.
Securing in accordance with the provisions of the Act, the establishment and maintenance of a Register of Practitioners, and the Publication from time to time, of lists of those persons.
Regulating and controlling the practice of advertising in all its aspects and ramifications.

In furtherance of its functions and powers, the governing council of APCON approved, and issued the 5th Nigerian Code of Advertising Practice & Sales Promotion which became effective in January 2013. The Code is enforced by the Advertising Standards Panel (ASP); they carry out their duties through a vetting process to ensure that all advertisements conform with prevailing laws as well as the code of ethics of the advertising profession. The Code also prescribes a minimum penalty of N200,000 (Two Hundred Thousand Naira) for the publication or exposure of an advertisement without the ASP’s approval.

Operations of the Advertising Standards Panel
APCON carry out a vetting process on advertisements to ensure they conform with the standards of best practice and in accordance with the provisions of the Code of Advertising Practice, and the Laws of the Federation of Nigeria.

Following the rules set down by the Council, it is mandatory for all advertisements to be submitted for pre-exposure vetting and approval. Organizations and persons wishing to place advertisements in any media must first present the concept(s) for pre-exposure vetting and approval. The cost of vetting ranges from N25,000 to N250,000.

Irrespective of the ASP’s propositions, The Court of Appeal have held in the case of APCON v. The Registered Trustees of International Covenant Ministerial Council & Ors. (2010) LPELR (CA) 3630 that the provisions of the rules only apply to people and entities who are members of the council and labelled as “Advertisement Practitioners”. Thus, it was held that APCON’s powers did not extend to persons who are not advertising practitioners. The decision in this case was also upheld in MIC Royal Limited v. APCON (CA/L/1140/2016). By this the Courts have expressly narrowed the scope of application of the APCON Act and regulations.

Regulation of Online Ads by APCON
In exercising her powers and ensuring compliance, the council recently released a memo wherein its Acting Secretary General (ASG) stated that the Council will commence the regulation of online ads. This means that the vetting fees and sanctions applicable to advertisements under the code will now apply to online advertisements as well.

The enforcement of this new proposition by APCON has been in doubt because of the reality of its enforcement. However, the ASG mentioned the council has plans in place on how to ensure compliance with the rules.

From the reports of the ASG and chairperson of the council, the ASP will meet twice a month to review and confirm ads that can go up on the internet. This will pose a problem on the effectiveness of online ads and will defeat the purpose and problem that the Panel initially sought to solve. Also, the proposed time frame is unreasonably long compared to other agencies outside the country and global best practices. For example, companies like Google and Facebook review and confirm ads now in less than 20 minutes without imposing unreasonable vetting fees,if any.

Recommendations
For this new proposition to be effectively followed, the council must clarify issues relating to:
The definition and scope of who an advertising practitioner is in the Act.
Review of their laws to cover social media and internet ads.
The time frame for vetting and verifying an ad.
Reduction in the cost of vetting an ad (which currently starts at N25,000).

Social media influencers and advertisers have expressed utmost displeasure with the development by APCON. The proposition by APCON tends to turn away from facilitating the ease of doing business for and medium scale businesses looking to expand since the free platform which social media offers has become their only means of marketing their goods and services.

Most countries that regulate the online space globally do so with the intent to protect vulnerable people and appropriately limit children and young people’s exposure to age-restricted ads in particular sectors. The new APCON regulations does not appear to pay attention to the immediate persistent problems associated with online advertising as the rules focus more on the fees for vetting and those to be paid by offenders.

The role the internet plays in the business expansion of small businesses in Nigeria cannot be overemphasised, from its cost effective to almost instantaneous review and publication of ads. APCON will have to ensure the above mentioned issues are resolved and they meet up to global standard if the Council will effectively regulate the online ad space.

Take it or leave it, a company is as strong as its Board. Entrepreneurs should therefore not just spend quality time to ensure that they attract the right people that would midwife their company’s vision. Rather, they must also ensure that those right people are strategically managed for optimum result.
[b][/b]Some of the critical questions that I ask during strategic sessions with entrepreneurs are “who are the board members?” “How does the board operate?” “What is the synergy like between the company and the board?” Interestingly, I sometimes get a response like “well, our board members are busy people so we don’t often see them” or “our board members are too busy to advise!” and I simply usually think aloud that such board members should be sacked!

However, the recurrent feedback of entrepreneurs about their board has made me review my stand. Now, I think more that the problem is not with the board members but with the entrepreneur’s ignorance in making the best use of their board. My intention is therefore to proffer bullet points on how to make your board effective and efficient.

No matter how effective the board is, time may not usually allow the directors to delve critically into every aspect of the company’s business. The solution is to prioritise deliberations and then delegate some subjects to the executive managers or some other suitable top shots within the company. In doing this, it is important for you to bear in mind that some matters are (by law) meant to be determined by the board and some are essential because they affect the very core of the company.

Summary 1: Do not wear out your board members

Can a director be said to be involved in and responsible for the management of a company if the director is never available for board meetings and does not, therefore, get involved in brainstorming sessions and joint deliberations of the board? The obvious answer is NO and that is why I easily tell entrepreneurs to discard a board member that is not ready to be active. If it is crucial that such a person continues to be involved, you can make him/her a member of the board of advisors.

Summary: Sack a board member that is never available. No “arse-licking” please.
- Send meeting agenda ahead of the meeting date, it helps board members to plan and prepare ahead.
- Send your business report together with the agenda. It helps your board to know where the company needs help.
- Make use of committees for strategic affairs of the company. The committees would particularly be essential for matters that need research, collation of data/records, etc.

Finally, I am tempted to openly ask the same question that I ask during my strategy sessions… Who are your board members? Family and friends or… seasoned professionals? Let me know your thoughts and views generally.

Despite the harsh economic realities prevalent in Nigeria, there are still untapped sectors capable of offering incredible ROI’s to brave foreign investors. For example, despite Nigeria being the world’s 10th largest producer of crude, it still depends almost solely on exports to meet its energy needs. One can only imagine the billions of dollars to be made from setting up a refinery in Nigeria. Sectors such as Agriculture, Manufacturing, Mining and the services industry are just a few of such areas ripe for investment.

For a foreign company/individual, investing in Nigeria is quite straightforward but depending on the quantum of investment and specific sector, certain approvals and licenses will be required.

Firstly, the foreign company will have to set up a local presence by incorporating a company in Nigeria. This will involve registering either a Private Company limited by Shares (LTD), Public Company limited by Shares (PLC) or Company Limited by Guarantee (GTE) at the Corporate Affairs Commission. For, companies operating as an LLC in North America and similar jurisdictions, an LTD is preferable as it requires less regulatory oversight and corporate governance. The procedure has been streamlined to ensure investors get their incorporation certificates within 2 weeks. For more information about the CAC, visit http://new.cac.gov.ng/home/

Next stop is registering the newly incorporated company with National Investment Promotion Council (NIPC). This agency promotes and coordinates foreign investments in Nigeria. The registration process is very easy and the timeline is within 48 hours. The NIPC has also established One-Stop Investment Centres (OSIC) to expedite the procedure for obtaining business approvals from several agencies. You can find more information about the NIPC here- www.nipc.gov.ng

Thirdly, the company will have to obtain a Taxpayers Identification Number from the Federal Inland Revenue Service (FIRS) for remittance of company income tax, VAT and other remittances. This can be concluded within 5 working days. For more information about FIRS, visit www.firs.gov.ng

Fourthly, 100 % of foreign-owned companies must also obtain a Business Permit from the Federal Ministry of Interior. This is required before the company can commence business. However, obtaining a business permit may be unnecessary if a Nigerian is made part of the shareholders during incorporation. For highly specialised jobs, an expatriate quota will be issued allowing the Nigerian company to employ expatriates. The Ministry also issues resident permits- Combined Expatriate Residence Permit and Aliens Card (CERPAC). The rationale behind these permits is to ensure local content is not sidelined especially for employment purposes.

Finally, depending on the specific sector, other licenses may be required. For example, approvals from Department of Petroleum (DPR), Federal Ministry of Solid Minerals, Central Bank of Nigeria (CBN) are required for doing business in the Petroleum, extractive and financial sectors respectively. For importation of capital, Electronic Certificate of Capital Importation (ECCI) will be gotten from a Nigerian Bank enabling you to inject funds into the country.

Thinking of doing business in Nigeria? Feel free to leverage on LAW ACCENT.
This article was written by Precious Ibanitoru Esq., a legal practitioner in Law Accent, a boutique law firm committed to providing bespoke legal solutions to players in the business space, especially MSMEs. The contents of this work do not and are not intended to create an advisory or attorney-client relationship. Tel: 08031911812; Address: No 30, Muyibat Oyefusi Crescent, Omole Phase 1, Lagos; Email:preciousibanitoru@lawaccent.com