Technology Transfer Agreements In Nigeria: Registration, Requirements, Costs And Agreement Patterns

Introduction

Technology transfer agreements are vital in Nigeria, driving innovation and economic growth by facilitating the exchange of expertise, skills, and technology between domestic companies and international partners. This exchange is critical for addressing technological disparities across various sectors.

This Article helps to understand the requirements, registration process, costs and prevailing trends in these agreement

 

The Regulatory Law

The Nigerian Copyright Act and the Patents and Designs Act provide a framework for protecting intellectual property, but companies must ensure that their agreements comply with these laws to avoid potential disputes.

 

What are the benefits of TTA

Technology Transfer Agreements (TTAs) yield significant advantages for Nigerian businesses and the national economy, including:

  1. Access to advanced technology and specialized expertise.
  2. Improved local innovation and industrial capacity.
  3. Fostered international collaborations and partnerships.
  4. Creation of employment opportunities and skill development.
  5. Economic diversification and sustainable growth.

 

The Registration Process

In Nigeria, the main government agency responsible for overseeing and registering technology transfer agreements is the National Office for Technology Acquisition and Promotion (NOTAP).

The registration process for technology transfer agreements in Nigeria involves several key steps:

  1. Preparation of the Agreement: Both parties need to draft a comprehensive technology transfer agreement that outlines the terms and conditions, including the scope of technology being transferred, payment terms, and duration of the agreement.
  2. Submission to NOTAP: Once the agreement is prepared, it must be submitted to the National Office for Technology Acquisition and Promotion (NOTAP) for registration. This submission should include the signed agreement and any required documentation, such as identification of the parties involved and proof of the technology’s origin.
  3. Review by NOTAP: NOTAP will review the submitted documents to ensure compliance with local laws and regulations. This review process may involve assessing the agreement’s alignment with national interests and technological development goals.
  4. Payment of Fees: There may be registration fees associated with the process. The parties involved will need to pay these fees as part of the registration.
  5. Issuance of Registration Certificate: If the agreement meets all requirements, NOTAP will issue a registration certificate. This certificate serves as proof that the technology transfer agreement has been officially recognized by the government.
  6. Compliance Monitoring: After registration, both parties are expected to adhere to the terms of the agreement. NOTAP may conduct periodic checks to ensure compliance and address any issues that may arise.

This process helps protect the interests of both the technology provider and the recipient while promoting transparency and accountability in technology transfer activities in Nigeria.

Online Registration Process

The online registration process for technology transfer agreements in Nigeria typically involves the following steps:

  1. Visit the NOTAP Website: Start by going to the official website of the National Office for Technology Acquisition and Promotion (NOTAP).
  2. Create an Account: If you’re a first-time user, you may need to create an account on the platform. This usually requires providing some basic information.
  3. Fill Out the Application Form: Once logged in, locate the section for technology transfer agreements and fill out the online application form. Ensure that all required details are accurately provided.
  4. Upload Necessary Documents: You will need to upload the signed technology transfer agreement and any other supporting documents, such as identification and proof of technology.
  5. Pay Registration Fees: The platform will guide you through the payment process for the registration fees. Make sure to complete this step to proceed.
  6. Submit the Application: After filling out the form and uploading the documents, review everything to ensure accuracy, then submit your application.
  7. Receive Confirmation: After submission, you should receive a confirmation email or notification regarding the status of your application.
  8. Issuance of Certificate: If your application is approved, NOTAP will issue a registration certificate, which you can usually download from your account.

This online process streamlines registration and makes it easier for parties to manage their agreements.

 

During the review of technology transfer agreements, NOTAP typically looks for several common issues, including:

  1. Compliance with Local Laws: NOTAP checks if the agreement adheres to Nigerian laws and regulations governing technology transfer and intellectual property.
  2. Clarity of Terms: The agreement should clearly define the rights and obligations of both parties, including the scope of technology being transferred, payment terms, and duration.
  3. National Interest: NOTAP assesses whether the technology transfer aligns with Nigeria’s national interests and development goals, ensuring that it contributes positively to the local economy.
  4. Technology Verification: They may verify the authenticity and origin of the technology being transferred to ensure it is legitimate and properly documented.
  5. Protection of Intellectual Property: The agreement should include provisions that protect the intellectual property rights of the technology provider and ensure that these rights are not infringed upon.
  6. Potential for Local Development: NOTAP looks for agreements that have the potential to promote local capacity building, knowledge transfer, and technological advancement within Nigeria.

By addressing these issues, NOTAP aims to ensure that technology transfer agreements are beneficial and compliant with the country’s regulations.

 

Agreement Patterns

NOTAP (National Office for Technology Acquisition and Promotion) in Nigeria recognizes several agreement patterns for technology transfer. Here are the main ones:

  1. Licensing Agreement: This allows one party to use the technology of another party under specified conditions, often involving royalties.
  2. Joint Venture Agreement: Parties collaborate to create a new entity that utilizes the transferred technology, sharing both risks and profits.
  3. Franchise Agreement: This involves granting rights to use a business model and technology, typically in exchange for fees or royalties.
  4. Research and Development Agreement: This pattern focuses on collaborative efforts to develop new technologies or improve existing ones, with shared ownership of results.
  5. Technical Assistance Agreement: One party provides technical support, training, or consultancy to another, facilitating the effective use of the technology.

 

Costs for Technology Transfer Agreements by NOTAP

The cost for a Technology Transfer Agreement (TTA) registration with the National Office for Technology Acquisition and Promotion (NOTAP) in Nigeria varies based on the contract value. Here’s a breakdown of the registration fees:

– Under ₦5 million: ₦100,000

– ₦5 million – ₦10 million: ₦150,000

– ₦10 million – ₦20 million: ₦250,000

– ₦20 million – ₦50 million: ₦500,000

– ₦50 million – ₦100 million: ₦1,000,000

– ₦100 million – ₦250 million: ₦1,250,000

– ₦250 million – ₦500 million: ₦1,500,000

– ₦500 million – ₦1 billion: ₦1,750,000

– ₦1 billion – ₦1.5 billion: ₦2,000,000

– ₦1.5 billion – ₦2 billion: ₦2,500,000

– ₦2 billion – ₦2.5 billion: ₦3,000,000

– ₦2.5 billion – ₦5 billion: ₦5,000,000

– ₦5 billion – ₦10 billion: ₦10,000,000

– Above ₦10 billion: ₦20,000,000

Additionally, there’s a presentation fee of ₦50,000, and a penalty fee of ₦100,000 for late submission

 

Conclusion

Successfully navigating Technology Transfer Agreements (TTAs) demands careful planning, regulatory compliance, and a well-defined business strategy. By leveraging TTAs, Nigerian businesses can tap into international expertise, accelerate technological progress, and stimulate industrial development.

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients in the Intellectual Property, Fintech and Technology  sectors in Nigeria.

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

How To Ensure The Smooth Recognition And Enforcement Of Foreign Judgments In Nigeria

Introduction

Recognition and enforcement of foreign judgments refer to the legal process of acknowledging and enforcing court decisions made in a different country. This aspect of the legal system is essential for maintaining the integrity of international law and ensuring justice is upheld across borders.

When it comes to enforcement of foreign judgments, it is crucial to understand the legal requirements and procedures involved. Typically, this process involves submitting the foreign judgment to a local court and demonstrating that it meets certain criteria for recognition and enforcement. This may include proving that the judgment was issued by a court with jurisdiction and that the parties involved were given a fair opportunity to present their case.

In cases where a foreign judgment is recognized and enforced, it can have significant implications for the parties involved. It can provide relief to plaintiffs seeking to collect on a judgment or uphold their rights, while also holding defendants accountable for their actions regardless of where they took place.

The process of recognising and enforcing foreign judgments in Nigeria is a serious aspect of the legal system that ensures the enforcement of rights and obligations arising from international transactions. This article provides an overview of the procedures and regulations governing the recognition and enforcement of foreign judgments in Nigeria.

 

Legal regime for the recognition and enforcement of foreign judgments

Nigeria, as a member of various international conventions, including the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, has established a legal framework for the recognition and enforcement of foreign judgments. The country has also signed bilateral agreements with several countries to facilitate the recognition and enforcement of judgments.

In Nigeria, the recognition and enforcement of foreign judgments are governed by the Reciprocal Enforcement of Judgments Ordinance (Cap 175 LFN 1958), the Foreign Judgment (Reciprocal Enforcement) Act (Cap F34 LFN 2004), and common law.

  1. The Reciprocal Enforcement of Judgments Ordinance: This covers judgments issued by courts in the UK, Ghana, Sierra Leone, Gambia, Barbados, Bermuda, British Guiana, Gibraltar, Grenada, Jamaica, the Leeward Islands, Newfoundland, New South Wales, St Lucia, St Vincent, Trinidad and Tobago, and Victoria.

 

  1. The Foreign Judgments (Reciprocal Enforcement) Act: This Act outlines the procedures for enforcing judgments from designated countries. It provides a clear and transparent process for parties seeking to enforce foreign judgments in Nigeria, ensuring that the rights of all parties involved are protected.

 

  1. The common law: Under common law, a foreign judgment is considered a debt and creates a new cause of action for the creditor. This view remains valid in Nigeria until it is repealed or modified by statute.

 

  1. Other applicable legislations: The Sheriffs and Civil Processes Act, as well as the civil procedure rules of courts, where the registration and enforcement are sought are also applicable,

 

Enforcement of foreign judgment under the Reciprocal Enforcement of Judgments Ordinance

The Ordinance applies to judgments obtained in the following Commonwealth countries/territories: Sierra Leone, Ghana, Gambia, Newfoundland, New South Wales, Victoria, Barbados, Bermuda, British Guiana, Gibraltar, Grenada, Jamaica, the Leeward Islands, St Lucia, St Vincent, and Trinidad and Tobago.

The registration process under the Ordinance must be done within 12 months of the judgment date, or a longer term as permitted by the court.

A judgment from another nation may only be recognized and upheld in Nigeria in accordance with Section 3 of the Ordinance if:

  • It is a decision rendered by a High Court in England or Ireland, the Court of Session in Scotland, or a superior court of record in the area of Her Majesty’s domain to which the Ordinance has been declared applicable by proclamation under Section 5 of the Ordinance (i.e., the Commonwealth countries)

 

Under Section 3 of the Act, a judgment of a foreign country shall only be recognised and enforced in Nigeria if:

  • it is a judgment of a superior court of record;
  • it is a final and conclusive judgment as between the parties;
  • the judgment was delivered by a court of competent jurisdiction; and
  • the judgment is for a definite sum of money, but not for money recoverable as tax, a fine or another penalty

 

Foreign Judgments that cannot be enforced under the ordinance

According to the Ordinance, a foreign judgment cannot be registered or enforced if:

  • The original court lacked jurisdiction, or
  • If the judgment debtor did not reside or conduct business within the original court’s jurisdiction; or
  • The judgment debtor did not live, conduct business, or submit to the jurisdiction of the original court, meaning that the judgment debtor was not subject to the jurisdiction of the original court; or
  • Despite the judgment debtor’s domicile or place of business being within the court’s jurisdiction, the judgment debtor did not show up for the proceedings or receive court process serving them; or
  • There was fraud involved in obtaining the judgment; or
  • The judgment debtor certifies to the court that it plans to file an appeal against the judgment, or there is an appeal pending about the judgment;
  • The judgment concerned a cause of action that the registration court was unable to consider due to public policy; or

 

Procedure for registration and enforcement of foreign judgments under the Ordinance

  • An application under the Ordinance seeking leave to register a foreign judgment is to be made by a petition ex parte or on notice to a judge. The judge may direct a petition made exparte to be made on notice. The petition is to be supported by an affidavit of facts exhibiting a certified copy of the judgment and stating that to the best of the information and belief of the deponent, the judgment creditor is entitled to enforce the judgment.
  • Upon hearing the petition, the court may, by an order, grant the judgment creditor leave to register the judgment. Where the order granting leave is made, the order must be served on the judgment debtor where the order is made upon a petition on notice. However, where the order is made upon a petition ex parte, no service of the order on the judgment debtor is required.
  • Thereafter the judgment is to be registered along with the order granting leave to register it in the register of judgments kept in the High Court Registry.
  • Notice of the registration is to be served on the judgment debtor within a reasonable time after such registration.
  • The judgment debtor may, within the time limit specified in the order granting leave to register the judgment, apply by originating petition to a judge to set aside the registration or suspend the execution of the judgment. The judge may, if he is satisfied that the case comes within one of the restricted cases in respect of which may not be registered, or for any other reason, order that the registration be set aside or execution on the judgment be suspended either unconditionally or on such terms as he thinks fit.
  • Upon registration, the judgment has the same force and effect as a judgment delivered by the registering court and the registering court has the same control and jurisdiction over the judgment as it has over its own judgment. A registered judgment cannot be executed until the expiry of the time limit specified in the order granting leave to register the judgment.

 

Enforcement of foreign judgment under the Foreign Judgments (Reciprocal Enforcement) Act

Section 4 of the Act stipulates that foreign judgments are only enforceable by Nigerian courts if they fall under Part I of the Act, which is defined as final and conclusive foreign superior court judgments involving a sum of money payable that is not recoverable as tax, fine, or other penalty.

The Act specifies when a registered judgment may or may not be set aside as follows:

  • The judgment is not a judgment to which Part 1 of the Act applies or was registered in contravention of the provisions of the Act;
  • The courts of the country of the original court had no jurisdiction in the circumstances of the case;
  • The judgment debtor, being the defendant in the proceedings in the original court, did not (notwithstanding that process may have been duly served on him in accordance with the law of the country of the original court) received notice of those proceedings in sufficient time to enable him to defend the proceedings and did not appear;
  • The judgment was obtained by fraud;
  • The enforcement of the judgment would be contrary to public policy in Nigeria; or
  • The rights under the judgment are not vested in the person by whom the application for registration was made.

Accordingly, the types of foreign judgments that will not be enforced in Nigeria are:

  • Interim and interlocutory orders;
  • Judgments obtained from an inferior court in the foreign country; and
  • Judgments that are not in respect of a monetary sum or, where in respect of a monetary sum, the sum is payable in respect of taxes, or other charges of a like nature.
  • If a foreign judgment was fully satisfied at the time of the application or could not have been executed in the place where the original court was located, it will also not be registered and will be unenforceable.

 

Enforcement of foreign judgment under the Common Law

Under Common Law, a foreign judgment is considered a debt that gives birth to a new cause of action by the creditor. The common practice among the many Common Wealth Countries appears to be the inability of a judgment creditor to directly enforce the judgment in the country of the judgment debtor.

According to Common Law, the foreign judgment creates an obligation, but the judgment creditor must file a new lawsuit in response to the decision. Direct execution cannot be carried out by the judgment creditor. These judgments are regarded under common law as proof of debt.

A Writ of Summons and an application for summary judgment are typically used to start a new action. A judgment debtor may raise more defenses against the action to enforce the judgment under this approach.

A party wishing for a foreign judgment to be recognized and enforced in Nigeria must file a suit before a Nigerian court based on the foreign judgment. However, in order for a foreign judgment to be recognized and upheld in Nigeria under the Common Law system, it must meet the requirements mentioned below:

  • The judgment must be a judgment of a superior court of the country of the original court with the requisite jurisdiction to entertain such matter. The court that delivers the judgment must be court of competent jurisdiction over the foreign defendant. In the case of Emmanuel v Symon (1908) 1 K. B. 302, the court stated instances where a foreign judgment will be enforced to include:
  1. where the defendant is a subject of the foreign country in which the judgment has been obtained;
  2. where he was resident in the foreign country when the action began;
  • where the defendant in the character of the plaintiff has selected the forum in which he was afterward sued;
  1. where he has voluntarily appeared; and
  2. where he has contracted to submit himself to the forum in which the judgment was obtained
  • The judgment must be for a specific amount of money. If the decision relates to a number that will fluctuate in the future or to expenses and damages that must be assessed, it is not definitive nor final in that sense because the total amount cannot be determined at that point.
  • Between the parties to it, the judgment must be conclusive and final. Before it can be enforced, a foreign judgment must be final and conclusive in the court that issued it. A judgment in this regard is not definitive and final, and therefore cannot be enforced under the Common Law, if it can be reopened by additional processes in which defenses might be brought that may not have been pleaded in the earlier proceedings.
  • The judgment must not have been obtained by fraud. The court will quickly refuse recognition and the judgment will not be enforced if it was obtained through illegal means.
  • If the judgment is for res other than money, the res must have been situated at the foreign court’s jurisdiction at the time of delivery of the sought judgment.

It is important to note that unsatisfied parties may still file an appeal in the original country even after a foreign judgment is registered in Nigeria.

 

Impact of a registered judgment

A judgment that has been registered has the same force and effect as the registering court’s judgment for the purposes of execution.

 

Conclusion

The recognition and enforcement of foreign judgments in Nigeria are governed by specific legal frameworks and conditions. While there are challenges to recognition and enforcement, the process can be navigated effectively by understanding the legal requirements and procedures involved.

To enforce a foreign judgment in Nigeria, a party must file an application with the High Court, providing the necessary documents and evidence to demonstrate the validity of the judgment. The court will then review the documents and hear arguments from both parties before making a decision on whether to enforce the judgment.

It is important to note that the recognition and enforcement of foreign judgments in Nigeria are subject to certain conditions, including the requirement that the judgment must be final and conclusive, the court that issued the judgment must have jurisdiction, and the judgment must not be contrary to public policy in Nigeria.

Overall, the recognition and enforcement of foreign judgments in Nigeria play a crucial role in upholding the rule of law and protecting the rights of parties involved in international transactions. By following the established procedures and regulations, parties can ensure that their rights and obligations are enforced in a fair and impartial manner, contributing to a more efficient and effective legal system in Nigeria.

 

Recommendation

To ensure the smooth recognition and enforcement of foreign judgments in Nigeria, the following recommendations are made:

  • Clear Understanding of Legal Frameworks: Courts, legal practitioners and litigants should have a clear understanding of the legal frameworks governing the recognition and enforcement of foreign judgments in Nigeria.
  • Compliance with Conditions: Foreign judgments should comply with the conditions outlined in the legal frameworks to ensure recognition and enforcement.
  • Proper Procedure: The proper procedure for recognition and enforcement should be followed to avoid challenges and ensure the effective enforcement of foreign judgments.
  • Reciprocal Arrangements: Nigeria should consider establishing reciprocal arrangements with other countries to facilitate the recognition and enforcement of judgments.
  • Legal Advice: A person wishing to enforce a foreign judgment in Nigeria should obtain legal counsel regarding the applicable legal regime for the specific judgment sought to be enforced, the court having jurisdiction over the subject matter, and the judgment debtor’s right of appeal. The application for enforcement should be submitted no later than 12 months from the date the judgment was delivered.

 

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co.; a full-service law firm in Nigeria provides help and offers legal an advisory services to both local and foreign clients on litigation and dispute resolution matters in Nigeria.

 

Need help? Kindly contact us using the details below:

Email: [email protected]

Mobile: +234 803 826 7683 / +234 802 686 0247

Guide on How a Private Company Can Go Public and Trade on The Nigerian Exchange Group (NGX)

Introduction

Going public is a significant milestone for any private company, offering access to capital, increased visibility, and enhanced credibility. In Nigeria, the Nigerian Exchange Group (NGX) formerly The Nigerian Stock Exchange (NSE) provides a platform for companies to raise capital and trade their shares. However, navigating this complex process demands meticulous planning, from securing board and shareholder approval to complying with regulatory requirements stipulated by the Corporate Affairs Commission (CAC), Securities and Exchange Commission (SEC), and the Nigerian Exchange Group NGX. 

This guide outlines the requirements, costs, and steps involved in taking a private company public and listing on the NGX.

Regulatory Framework for a Private Company to go Public on the on the NGX

  1. The CAMA provides the legislative framework for company registration, share restructuring, and corporate governance in Nigeria. This involves special resolution, minimum share capital requirements, mandatory disclosure and reporting requirements and appointments of external auditors for financial verification.
  2. Compliance with SEC Regulations, file a prospectus and meet disclosure requirements.
  3.  NGE Listing Rules: Companies must comply with specific listing rules regarding corporate governance, financial performance, and public float.

Differences between Private and Public Companies

The primary difference between private and public companies lies in their ownership structure and share transferability. A private company is typically owned by a small group of individuals, with restrictions on share transfers to the public. In contrast, a public company offers its shares for sale on a stock exchange, allowing the public to become shareholders.

Key Differences:

  1. shareholders: Public companies can have an unlimited number of shareholders, whereas private companies are limited to a maximum of 50 shareholders, as stipulated in CAMA
  2. Disclosure and Reporting: Public companies are subject to more stringent disclosure and reporting requirements, in compliance with CAMA, whereas private companies have less onerous reporting obligations.

These distinctions highlight the different regulatory requirements and ownership structures that apply to private and public companies in Nigeria

 

The benefits of Going Public in Nigeria

Transitioning from a private to a public company and listing on the Nigerian Exchange Group (NGX) offers numerous advantages, including:

  1. Capital Raising: 
  2. Liquidity for Shareholders
  3. Enhanced Credibility
  4. Increased transparency and accountability
  5. Access to a wider investor base
  6. Improved corporate governance
  7. Enhanced visibility and brand recognition

By going public, Nigerian companies can unlock new opportunities for growth, expansion, and success.

Categories of Listing available on the NGX

NGX offers a range of listing options through its three boards, each designed to support companies at different stages of growth and development. By choosing the right board, you can access the capital and resources needed to drive your business forward

  1. Growth board listing
  2. Main board listing
  3. Premium board listing 

 

The Step-by-Step Guide in converting a Private Company to a Public Company

Step 1: Board and Shareholder Approval 

The journey to becoming a public company begins with obtaining approval from the company’s board and shareholders. A special resolution must be passed by the shareholders to authorize the re-registration of the company as a public company.

 

Step 2: Compliance with the Corporate Affairs Commission (CAC) 

Following shareholder approval, the company must file an application with the CAC for re-registration as a public company. The application must include:

  1. Amended Memorandum and Articles of Association (MEMART) reflecting the change
  2. Special resolution from the shareholders
  3. Any other required documents

 

Step 3: Restructuring the Company’s Share Capital 

To meet the requirements of a public company, the company may need to restructure its share capital. This involves increasing the issued share capital to a minimum of ₦2 million, which may require issuing additional shares or restructuring existing shares.

 

Step 4: Appointment of Advisors and Auditors 

To ensure a smooth transition, the company must appoint professionals to guide it through the legal, financial, and regulatory aspects of going public. This includes:

  1. Financial Advisors: to assist with valuation and IPO structuring
  2. Legal Advisors: to ensure compliance with CAMA, SEC, and NGX requirements
  3. Auditors: to audit the company’s financial statements

 

Step 5: Filing an Initial Public Offering (IPO)

The company must file an IPO with the Securities and Exchange Commission (SEC), providing a prospectus that includes a detailed description of the company, its business model, and financial condition.

 

Step 6: Applying for NSE Listing

After initiating the IPO process, the company can apply for listing on the NSE. This involves submitting the company’s financial statements, business model, and governance structure to the NSE for review. The company must comply with NSE’s listing rules, including the minimum public float requirement. The NGX will review the company’s application and ensure that it meets all listing requirements. Once the NGX has approved the company’s application, it will be listed on the exchange. The company’s shares will be listed on the NGX, and trading will commence.

 

Costs Involved in Listing on the NGX

The costs involved in listing on the NGX can be significant and include:

  1. Listing Fees: The NGX charges a listing fee, which varies depending on the type of listing and the company’s market capitalization.
  2. Professional Fees: The company must pay fees to its professional advisers, including lawyers, accountants, and stockbrokers.
  3. Marketing and Investor Relations: The company may incur costs related to marketing and investor relations, including the preparation of a prospectus and other listing documents.
  4. Regulatory Fees: The company must pay fees to the Securities and Exchange Commission (SEC) and other regulatory bodies.

 

Conclusion

Listing on the NGX can provide a private company with access to capital, increased visibility, and enhanced credibility. However, the process involves significant costs and requirements. By understanding the requirements, costs, and process involved, companies can navigate the listing process more effectively and achieve a successful listing.

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading full-service law firm in Nigeria offering legal and advisory services to both local and foreign clients in the corporate, finance and capital market sectors of Nigeria.

 To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 Mobile: +234 803 826 7683 / +234 802 686 0247

How to Obtain a Petroleum Importation License from the Petroleum Products Pricing Regulatory Agency (PPPRA) in Nigeria

The PPPRA plays a vital role in maintaining the stability of petroleum product pricing, regulating supply and distribution, and ensuring a robust downstream sector. For businesses involved in petroleum importation, obtaining a Petroleum Importation License from the PPPRA is a critical requirement. 

This Article outlines the requirements and steps involved in securing this license, helping potential clients navigate the process smoothly.

Requirements:

To obtain a Petroleum Importation License, applicants must fulfill the following conditions:

  1. Expression of Interest: Submit a written application addressed to the Executive Secretary of the Petroleum Products Pricing Regulatory Agency (PPPRA).
  2. Storage and Distribution Capacity: Provide documentation demonstrating ownership or control of a storage facility, throughput agreement, or retail outlets, showcasing the applicant’s ability to store and distribute petroleum products.
  3. NUPRC License: Hold a valid Storage/Import License issued by the Nigerian Upstream Petroleum Regulatory Commission (NUPRC).
  4. Corporate Registration: Submit certified true copies of the following documents from the Corporate Affairs Commission (CAC):

    – Certificate of Incorporation

    – Memorandum and Articles of Association

    – CAC Status Report or Form 1.1

    – CAC Form C02 (Allotment of Shares)

    – CAC Form C07 (Particulars of Directorship)

    – Annual Returns made to the CAC

  1. Memorandum of Understanding (if applicable): Provide agreements with other companies, if relevant.
  2. Financial Capability: Submit a bank reference letter or evidence of financing, demonstrating the applicant’s ability to fund petroleum importation.

 

Steps to apply for Petroleum Importation License from the Petroleum Products

To obtain a Petroleum Importation License, follow these steps:

 

Step 1:  Submit Application

  1. Prepare a written expression of interest addressed to the Executive Secretary of PPPRA.
  2.  Compile and attach all required documents to the application.

 

Step 2: Demonstrate Storage Capability

  1. Provide proof of ownership of a storage facility or a valid throughput agreement.
  2. Include documentation proving ownership or control of retail outlets, if applicable.

 

Step 3:  Obtain NUPRC License

  1. Secure a storage/import license from the Nigerian Upstream Petroleum Regulatory Commission (NUPRC).
  2. This license demonstrates compliance with storage and safety regulations.

 

Step 4: Submit Corporate Documentation

Provide certified true copies of company registration documents from the Corporate Affairs Commission (CAC), including:

  1. Certificate of Incorporation (proof of legal status)
  2. Memorandum and Articles of Association (detailed business information)
  3. Business Status Report, CAC Forms 1, C02, and C07 (information on directors and shareholders)
  4. Annual Returns (proof of financial standing and regulatory compliance)
  5. Provide Memorandum of Understanding (if applicable)

 

Step 5: Demonstrate Financial Capability

Provide a bank reference letter or other evidence of financing, proving the company’s ability to support petroleum importation activities.

 

Step 6: Review and Approval

  1. Submit the complete application to PPPRA for review.
  2. The agency will assess the applicant’s performance and capability, including storage capacity and discharge efficiency.
  3.  Successful applicants will be issued a Petroleum Importation License.

 

Conclusion

A Petroleum Importation License is a critical requirement for businesses importing petroleum products in Nigeria. By meeting the necessary requirements and following the process, companies can ensure compliance and tap into the petroleum sector’s opportunities.

 

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading full-service law firm in Nigeria offering legal and advisory services to both local and foreign clients in the Oil and Gas sectors in Nigeria.

 To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 Mobile: +234 803 826 7683 / +234 802 686 0247

How to Apply for a Fintech Switching and Processing License in Nigeria

Introduction

Fintech are computer programs and other technology used to support or enable banking and financial services. A fintech license is essential for establishing a compliant payment processing and routing business in Nigeria, granting authority to facilitate interbank transactions, electronic payments, and broader financial service offerings. In order to apply for a Fintech Switching and Processing License in Nigeria, you’ll need to meet the requirements set by the Central Bank of Nigeria (CBN). 

While it is important to state that there are various types of Fintech License available. This article will focus on how to obtain a switching and processing License

 

Switching and Processing License

A Switching and Processing License, issued by the Central Bank of Nigeria (CBN), enables companies to facilitate card processing, transaction clearing, and settlement services. 

A Switching and Processing License is a necessary requirement for any fintech company in Nigeria that intends to engage in payment processing and transaction routing activities between banks and other financial service providers. Notable examples of switching and processing fintech companies in Nigeria include Remita, Flutterwave, Moniepoint, Interswitch, and Paystack etc

 

What Regulatory Body issues this license?

The body which issues Fintech license is the Central Bank of Nigeria.  The fintech sector’s rapid evolution necessitates a dynamic regulatory framework. It includes key laws, regulations, and institutional guidelines that govern fintech operations, ensuring stability, security, and innovation. 

 

To obtain a switching and processing license, the following steps must be taken:

Capital Requirements

  • Minimum shareholders’ funds of ₦2 billion unimpaired by losses
  • Refundable escrow deposit of ₦2 billion into the CBN PSP Share Capital Deposit Account, paid as a lump sum

Licensing Process

  • A written application to the Director, Payments System Management Department of Central Bank of Nigeria (CBN), together with proof of payment and other required documents.
  • Application fee of ₦100,000
  • Validity period determined by CBN upon satisfactory performance

The Documents required to obtain a switching and processing fintech license 

  • Incorporation documents
  • 3 years of tax clearance
  • Share structure, number of employees, and organogram
  • Functional physical and digital addresses
  • Board composition and personal details of board members and top management
  • 5-year business plan and financial projections
  • Features of the switching and processing scheme, security architecture, and process flows
  • IT Policies: (Develop policies on privacy, data protection, backup, security, etc.)
  • Risk management, internal control, KYC/AML procedures, fraud detection plan, consumer protection policy
  • Executed agreements with technical partners, banks, merchants, etc.

 

What Activities are permissible 

  • Switching
  • Card processing
  • Transaction clearing and settlement agent services
  • Non-bank acquiring services
  • Activities of super-agents, payment terminal service providers (PTSPs), and payment system service providers (PSSPs)

 

Application Process

  1. Pre-Application Engagement: Engage with the CBN or experienced consultants / Attorneys for clarification on requirements.
  2. Submission of Application: Submit the formal application, accompanied by all necessary documents, to the CBN.
  3. Payment of Shareholder Funds: Deposit the required shareholders’ funds immediately after submitting the application.
  4. Due Diligence and Background Checks: The CBN conducts due diligence and background checks on the directors, shareholders, and key management personnel.
  5. On-Site Inspection: The CBN may conduct an on-site inspection of the applicant’s premises. 
  6. Review and Approval: The CBN reviews the application, taking into consideration all relevant factors.
  7. Post-Licensing Obligations: License holders are required to comply with ongoing reporting requirements, risk management practices, and any additional guidelines issued by the CBN.

 

Fees

– Non-Refundable Application Fee: ₦100,000 paid via RTGS

– Licensing Fee: ₦1,000,000 to be paid before the issuance of the final license, if successful

 

Conclusion

In summary, a Switching and Processing License is a vital prerequisite for fintech companies in Nigeria, unlocking access to a broader range of payment services and facilitating growth, despite the complexities and costs associated with the licensing process.

 

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients in the Fintech, Banking and Finance sectors in Nigeria.

 

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

Call for Submissions: The 2025 Adeola Oyinlade & Co National Essay Competition for Law Students in All Tertiary Institutions in Nigeria [Exciting Prizes]

DESCRIPTION

The maiden edition of Adeola Oyinlade & Co National Essay Competition is organised and sponsored by Adeola Oyinlade & Co., a leading full-service law firm in Nigeria. The competition is designed to task law students’ ability to analytically discuss a given topic within the ambit of relevant laws, and make sustainable submissions.  

 

TOPIC (2025) AND RATIONALE

Taxation and Development in Nigeria: Bridging the Gap Between Policy and Implementation

 

Rationale: Nigeria is yet again at the verge of amending the Nigerian tax milieu through some Tax Reform Bills. Are taxes reflective of the development in Nigeria? Is there a loophole in the chain of policy making and implementations? Students are expected to answer these questions. 

 

 

ELIGIBILITY

This Essay competition is open to 100 – 500 level law students in all tertiary institutions (Federal, State and Private) in Nigeria. 

 

 

GUIDELINES FOR SUBMISSIONS

  1. Submissions are allowed on an individual basis. Co-authorship of essay is not permitted.
  2. All essays must be original and entirely written by the applicant. Plagiarism is not allowed. Original.
  3. Entrants are to submit only one entry.
  4. Submissions must not exceed 1500 words. And it shall not include any pictures or other graphical illustrations. Footnotes are not part of the word count. 
  5. Essays must be in English and submitted in Microsoft Word Format. Font: Times New Roman – Size 12, double spaced; Alignment – Justified. 
  6. All essays must be well referenced using OSCOLA style.
  7. Entrants’ school and other personal details shall not exist on the manuscript submitted EXCEPT THE FULL NAME of Entrants. This is to forestall partiality and promote transparency.
  8. Submission: Essays should be submitted electronically via email to [email protected] with SUBJECT titled: The 2025 Adeola Oyinlade & Co National Essay Competition for Law Students in All Tertiary Institutions in Nigeria.
  9. Announcement & Update:  The announcement of Winners will take place on our LinkedIn platform. For further updates, please follow this link: https://www.linkedin.com/company/adeolaoyinlade/
  10. It is not open to law graduates (There are other competitions’ schedule for law graduates and students at the Nigerian Law School later in the year).

 

DEADLINE FOR SUBMISSION 

All essays must be submitted in their complete forms on or before 12 midnight of February 21, 2025. No late submissions will be accepted. 

 

EVALUATION CRITERIA

Essays will be judged on Originality, Clarity of Expression, Depth of Analysis, Relevance to Topic, Spelling and Grammar and Conformity to Contest Rules.

Relevance: Alignment with the theme and focus on the role of taxation in achieving the SDGs in Nigeria.

 

 

PRIZES

Three cash prizes and five categories of awards:

∙       Winner:  NGN 300,000.00 (+ Internship at Adeola Oyinlade & Co.) and Publication of Essay on Mondaq

∙       First Runner-up: NGN 200,000.00 (+ Internship at Adeola Oyinlade & Co.)

∙       Second Runner-up: N100,000.00 (+ Internship at Adeola Oyinlade & Co.)

∙       4th – 10th Entrants: NGN 50,000.00 each (+ Internship at Adeola Oyinlade & Co.). 

∙       Certificate of Participation for all participants whose entry conformed to the essay submission guidelines. 

 

ANNOUNCEMENT OF WINNERS

The announcement of Winners will take place in March, 2025 on our LinkedIn platform. Please follow Adeola Oyinlade & Co on our LinkedIn for further updates: https://www.linkedin.com/company/adeolaoyinlade/ 

 

 

OUR JUDGES 

Our judges for this year’s competition are lawyers, professionals and Senior Advocate. They include:

  1. Dr. Babatunde Ajibade, SAN, FCIArb- Managing Partner, S. P. A. Ajibade & Co
  2. Professor Balarabe A. Haruna, Faculty of Law, Bayero University Kano
  3. Associate Professor Akinola Akintayo, University of Lagos
  4. Dr. Taiwo Omidoyin, Chairman, Nigerian Bar Association, Ado-Ekiti Branch
  5. Ms. Osai Ojigho, Director of Policy, Public Affairs and Campaigns, Christian Aid
  6. Ms. Adaeze Akuegbu, Assistant Manager, Deloitte and Touche 

 

MERIT NOT POPULARITY

This essay competition will be based on the merit of the submissions of the students. No aspect shall require voting, post sharing, liking, following, or anything that may depend on sheer popularity. 

 

For further enquiries, please contact Busola Ogundele, Practice Administrator on 0814 198 3314 or email [email protected]

 

The Checklists of Regulatory Compliance Required of a Registered Business Entity (Company) in Nigeria

Regulatory Compliance involves the process of adhering to relevant laws, regulations, procedures, guidelines and other rules issued by the government or governing authorities. Companies operating business in Nigeria are required to comply with the regulatory obligations relevant to the scope of their business. Violations usually attract penalties and this may have an adverse effect on the business operation of the company.  

It is noteworthy that the nature of business and operating industry plays significant role in determining the applicable regulatory compliance to be adopted by such business. Thus, it is sacrosanct that companies seeking to operate legally and successfully in Nigeria identify the regulations applicable to their business to prevent avoidable violations. This article shall be analysed under three categories.

  • General Regulations

These are the regulations applicable to all businesses regardless of the industry or sector. In other words, every company operating business in Nigeria must ensure compliance with these sets of regulations or requirements even if their business operation does not require any special or specific license or requirements.

  • Business Registration:

The first regulatory requirement every company seeking to operate legally in Nigeria must comply with is the registration of the business with the Corporate Affairs Commission (CAC) in accordance with the statutory provisions of the Companies and Allied Matters Act, 2020. The registration process simply involves securing a unique name for the company, preparing and filing the necessary documents and forms, payment of applicable fess, and obtaining the incorporation certificate upon approval by the Commission.

Upon the successful registration of the company with the Commission, there are other post-incorporation requirements that must be fulfilled by the company to keep the company a legal going concern. This allows the company have a smooth business operation in Nigeria.

  • Tax Registration/Compliance:

Under the Nigerian laws, it is required that every company operating in Nigeria must obtain a Tax Identification Number (TIN) from the Federal Inland Revenue Service (FIRS) and fulfil their tax obligations and other tax related activities. The applicable taxes include Company Income tax, Value Added Tax, Withholding Tax, Industrial Training Fund and others. Some other applicable taxes are industry or transaction specific, such as, Petroleum Profit Tax, Stamp Duties, Custom and Excise Duty and others. 

  • Labour and Employment Compliance:

Companies must ensure compliance with laws and regulations that govern their relationship with their employees. The major law that regulates the affairs of companies and employees in Nigeria is the Labour Act. The Labour Act makes comprehensive provisions in respect of employment contracts, employee rights, payment of wages, working hours, termination procedure among others. 

Other applicable laws are Industrial Training Fund Act, Trade Unions Act, Employee Compensation Act, Factories Act and other labour related laws. 

Compliance with these laws helps prevent avoidable disputes that may arise as a result of violation.

  • Data Protection Compliance:

There are data protection compliance obligations that companies in Nigeria must fulfil to ensure the protection of personal data. These obligations stem from laws and regulations such as the Nigerian Data Protection Act, 2023 (NDPA), the Nigeria Data Protection Regulation, 2019 (NDPR), the NDPR Implementation Framework, 2020. The NDPA is the principal legislation that regulates data protection compliance obligations in Nigeria. The objective of the Act among others, is to safeguard the fundamental rights and freedoms, and the interest of data subjects as guaranteed under the Constitution of the Federal Republic of Nigeria, 1999.  Companies are obligated to process and protect employees and customers/clients’ personal data in compliance with the provisions of the NDPA and other data protection regulations. 

Data protection compliance obligations include: obtaining consent from data subject; providing data security; granting data subject access to their personal data; observing data retention limitation; using collected data for lawful purpose only; verifying age and consent in respect of child’s personal data. 

Failure to comply with these obligations may attract sanctions such as payment of fine, payment of compensation to the data subject, prosecution, rectifying the violation.

  • Audits and Inspections:

Companies are required to conduct internal periodic audits to ensure compliance with the regulatory obligations and identify areas of improvement. For instance, data controllers and data processors who meet the statutory minimum thresholds are required under the NDPR to submit a yearly data protection Compliance Audit Returns (CARS) by conducting annual audit and filing annual report. 

Likewise, companies are subject to inspections by regulatory bodies to ensure compliance with industry standards and regulations while also preventing unethical or fraudulent operations. 

  • Reporting, Documentation and Retention:

Maintaining accurate record-keeping is an essential part of regulatory compliance for every company. 

A company is legally obligated to keep or maintain statutory records or books that concern its business operations. This requirement stems from various laws and regulations and below are some of such records:

  1. Register of directors
  2. Register of members
  3. Tax and financial records
  4. Employee records
  5. Resolutions
  6. Annual returns
  7. Minutes 
  8. Other records of compliance activities.

Furthermore, there are provisions in respect of the retention duration of these records under the various laws or regulations. For instance, section 864 of CAMA provides that “companies, firms and corporate bodies registered under this Act shall retain documents stored in pursuance of the provisions of this Act in soft copies for six years from the date of storage.” 

Similarly, section 75 of the Labour Act provides that employers shall keep records of their employees and these records shall be retained for three years after the time to which they refer. 

  • Industry-specific Regulations

There is significant variance in Regulations based on the business industry. Likewise, some industries are subject to complex regulatory requirements because of their economic impact and as such undergo stringent penalties upon violation. 

Permits and Licenses:

Some businesses require specific license or permit before they can begin operations in Nigeria. However, the type of license or permit to obtain depends on the industry and scope of operation. For instance:

  • Banking and Financial Institutions require Banking License from CBN; Securities Trading License from Securities and Exchange Commission (SEC); Insurance License from National Insurance Commission (NAICOM); Payment Service Provider License (PSP) from CBN.

 

  • Telecommunications and Media companies require operating License from Nigerian Communications Commission (NCC); Broadcasting License from National Broadcasting Commission (NBC); Value Added Service License from NCC.
  • Pharmaceutical and Healthcare companies require license from Pharmacy Council of Nigeria (PCN); National Agency for Food and Drug Administration and Control (NAFDAC); Lagos State Health Facility Monitoring and Accreditation Agency (HEFAMAA).

 

  • Real Estate and Construction companies are required to obtain Building Permit from the state or local urban development authorities; Environmental Impact Assessment (EIA) Permit from the Federal Ministry of Environment; Real Estate Developer’s License.

 

  • Sports betting companies require the National Lottery Regulatory Commission (NLRC) License issued by the NLRC. Also, Lagos State require additional licensing from the Lagos State Lotteries Board (LSLB) to operate legally within the state.

 

  • Companies into transportation and logistics business are required to obtain Road Transport License from the Federal Road Safety Corps (FRSC) for commercial vehicles; Freight Forwarding License from the Nigerian Maritime Administration and Safety Agency (NIMASA) for cargo handlers; Logistic License issued by the Nigerian Postal Service (NIPOST).


  • Money lending companies must obtain approval from the Federal Competition & Consumer Protection Commission (FCCPC) to operate digitally in Nigeria. Also, Money Lender’s License must be obtained from the state of operation or FCT.

 Foreign Participation Regulations

By the provision of section 20(4) of CAMA, an alien or foreign company may join in forming a company in Nigeria. However, this provision is subject to compliance with some legal requirements provided by the applicable laws and regulations. Some of these requirements are:

  • The company must be registered with the Corporate Affairs Commission and thereafter with the Nigerian Investment Promotion Commission before commencing operation in Nigeria – section 78 of CAMA and section 20 of the NIPC Act. 

 

Exemption – Section 80 of CAMA makes provision for the categories of companies that are allowed to apply for exemption from incorporation as a Nigerian company before operating in Nigeria. For instance, foreign government-owned companies engaged solely in export promotion activities; foreign companies which are in Nigeria for the  execution of specific individual loan projects on behalf of a donor country or international organization.

  • The minimum required paid-up capital for a company with foreign participation in Nigeria is One Hundred Million Naira (N100,000,000).


  • Business Permit and Expatriate Quota must be obtained by the company from the Ministry of Interior. The Business Permit allows the company to begin business operation in Nigeria while the Expatriate Quota is necessary for the company to have foreigners as employees.

Regulatory compliance is undeniably an integral part of a business. By ensuring strict, adequate and timely compliance, companies avoid the risk of being exposed or faced with penalties from the government or regulatory bodies. Additionally, compliance positions the company as trustworthy and reliable. It is important that companies stay informed and updated about regulatory changes applicable to their business or engage experienced Attorneys for assistance in regulatory compliance. 

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Ayoola Hassan for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients in corporate, commercial law and regulatory compliance in Nigeria.

 To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

Guide on How to Acquire a Radio/Tv Broadcasting License in Nigeria

Introduction

Acquiring a radio or TV broadcasting license in Nigeria involves several steps and requirements. The National Broadcasting Commission (NBC) is Nigeria’s primary broadcasting regulatory body, established on August 24, 1992. This Decree was later amended by Act 55 of 1999 and is now known as the National Broadcasting Commission Act. The NBC is responsible for regulating and controlling the broadcasting industry in Nigeria, ensuring that broadcasting stations operate in accordance with the National Mass Communication Policy.

Some of its key functions include: grants licenses to broadcasting stations, regulates the broadcasting industry and it monitors broadcasting stations to ensure compliance with regulations and guidelines in accordance with the National Mass Communication Policy.

This article provides a comprehensive, step-by-step walkthrough to navigate the process with ease –

Step 1: Meet the Eligibility Criteria

  1. Company Registration: Register your company under the Companies and Allied Matters Act (CAMA) with a minimum share capital of ₦1 million.
  2. Business Plan: Develop a comprehensive business plan outlining your broadcasting goals, target audience, and financial projections.

Step 2: Choose Your License Category

  1. Radio Broadcasting License: Decide on the type of radio broadcast license you want to apply for: FM (Frequency Modulation) License, MW (Medium Wave/AM) License, or SW (Short Wave) License.
  2. TV Broadcasting License: Choose the type of TV broadcast license you want to apply for: VHF (Very High Frequency) License, UHF (Ultra High Frequency) License, or Satellite TV License.

 

Step 3: Obtain an Application Form

  1. Purchase an Application Form: Buy an application form from the National Broadcasting Commission (NBC) at a cost of ₦50,000 via bank draft.
  2. Complete the Application Form: Fill out the application form in triplicate and attach the required documents.

Step 4: Submit Your Application

  1. Submit Your Application: Return the completed application form with the required documents to the NBC.
  2. Required Documents: Attach the following documents to your application:

– Certificate of Incorporation

– Certified copy of Memorandum and Articles of Association

– Engineering design and feasibility study

– Letter of undertaking

– Bank letter providing financial guarantees

 

Step 5: Wait for Application Review

  1. Application Review: The NBC will review your application to ensure it meets the requirements.
  2. Inspection and Testing: The NBC may conduct an inspection and testing of your equipment to ensure it meets the technical standards.

 

Step 6: Obtain License Approval

  1. License Approval: If your application is approved, you’ll receive a license approval letter from the NBC.
  2. License Fee: Pay the required license fee, which varies depending on the type of license.

 

Step 7: Commence Broadcasting

  1. Commence Broadcasting: Once you’ve received your license approval and paid the license fee, you can commence broadcasting.
  2. Compliance with Regulations: Ensure you comply with the NBC’s regulations and guidelines to avoid penalties or license revocation.

 

License Fee Schedule for Broadcasting in Nigeria

After obtaining a broadcast license, companies must pay a license fee for an initial five-year term, subject to renewal. The license fee structure is as follows:

 

Category A: FCT, Lagos, and Port Harcourt

  1. Radio: ₦20 million
  2. Terrestrial TV: ₦15 million
  3. Cable: ₦10 million

 

Category B: All Other States

  1. Radio: ₦15 million
  2. Terrestrial TV: ₦11.25 million
  3. Cable: ₦7.5 million

 

Public/Government Stations

  1. Five-year license: ₦5 million
  2. Annual fee per channel: ₦1 million

 

Renewal Fees

  1. Cable-Satellite Television (MMDS):
  2. Category A: ₦5 million for five years
  3. Category B: ₦4 million for five years
  4. Direct Broadcast Satellite (Single Channel):
  5. New and renewal: ₦10 million for five years
  6. Direct-to-Home (DTH) (Multichannel):
  7. New: ₦25 million for five years
  8. Renewal: ₦50 million for five years (effective May 19, 2005)

 

Other Fees

  1. Dealer (Wholesaler): ₦120,000 per annum
  2. Importer (Wholesaler): ₦120,000 per annum
  3. Retailer: ₦30,000 per annum
  4. Application form: ₦50,000 per set

 

Conclusion

Remember to consult with the NBC and/or a qualified broadcast consultant or media law expert to ensure you follow the correct procedures and meet all requirements.

By Deborah Ogedengbe for Adeola Oyinlade & Co.

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients in the media sector of Nigeria.

 

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 

Mobile: +234 803 826 7683 / +234 802 686 0247

Guide on How to Register a Shipping Company in Nigeria: Requirements and Costs

Introduction

A shipping company engages in cargo transport, ship ownership, and operations. To operate, it must be incorporated under the Companies and Allied Matters Act with shipping business objectives. The company can then apply to register its ship, if owned, via a written application. The Nigerian maritime sector is regulated by the Nigerian Maritime Administration and Safety Agency (NIMASA).

If you’re looking to register a shipping company in Nigeria, this article is for you as it will walk you through the registration process, highlighting the necessary steps and requirements along the way.

 

Registration Requirements

– Memorandum and Articles of Association: Ensure your company has a minimum share capital of N25 million, with a main object clause related to shipping.

– Certificate of Increase in Share Capital: Provide relevant documentation if your company has increased its share capital post-incorporation.

– Allotment of Shares Documents: Include documents displaying the initial allotment of shares and any subsequent changes post-incorporation.

– Particulars of Directors: Submit documents displaying details of directors, using Form CAC 7 or CAC 7A for changes post-incorporation.

– Evidence of Annual Returns Filing: Provide Form CAC 10 or a letter acknowledging the filing of annual returns from the Corporate Affairs Commission.

– Tax Clearance Certificate: Include a current tax clearance certificate for your company.

– Original Bank Reference: Provide a reference from your bank.

– Audited Accounts or Financial Statements: Submit either audited accounts or financial statements, depending on your company’s age.

 

 

The Procedures for registration

  1. Collection of Debit Note from the designated desk officer for N110,000.00 (N10,000 for Form B1 and N100,000.00 for the registration fee).

 

  1. Generate Remita Retrieval Reference (RRR) Number:

 

  1. Make Payment using your RRR number and print out the Remita receipt.

 

  1. Obtain NIMASA Receipt by visit the Agency’s Financial Services Department with your receipt and debit note to obtain your NIMASA receipt.

 

  1. Pick Up Form B1 from the Legal Services Department and carefully fill it out.

 

  1. Application Letter: Addressed to the Director-General/CEO of NIMASA, clearly stating the category of application (Shipping Company or Agent).

 

  1. Submit Application: Attach all required documents and submit your application to the DG’s office, keeping a stamped and received copy.

 

Registration Costs

Debit Note: N110,000.00 (inclusive of N10,000 for Form B1 and N100,000.00 for the registration fee)

 

NIMASA Inspection

A physical inspection by NIMASA is required as part of the registration process. This ensures compliance with maritime safety regulations

 

Additional Registrations for Shipping Companies

 

  1. Nigerian Ports Authority (NPA) Registration -To operate in Nigerian ports, shipping companies must register with the NPA. Registration requirements and fees vary depending on the port location and operational needs.

 

  1. Special Control Unit Against Money Laundering (SCUML) Registration- The Economic and Financial Crimes Commission (EFCC) mandates all shipping companies to register with SCUML. This registration is essential for opening and operating a corporate bank account.

 

  1. Tax Registration with the Federal Inland Revenue Service (FIRS)- Register your company with the FIRS for tax purposes and obtain a unique Tax Identification Number (TIN). This is a mandatory step to ensure compliance with Nigeria’s tax laws

 

Renewal of Shipping Company Registration

To renew a shipping company license, the following documents must be submitted along with the prescribed fees:

  1. Collect Debit note from the desk officer in charge of Debit Note for N15,000.00 (this amount is paid annually, therefore if your expiration date exceeds a year, kindly pay for the number of years the license has remained expired)
  2. Tax Clearance Certificate: The company’s current tax clearance certificate.
  3. Audited Accounts: The company’s latest audited financial statements.
  4. Annual Returns: Evidence of updated and paid annual returns at the Corporate Affairs Commission.

 

 

Conclusion

To operate in Nigeria’s shipping industry, a company must register with the Nigerian Maritime Administration and Safety Agency (NIMASA) and provide all necessary documents. This ensures compliance with regulatory requirements and enables the company to conduct shipping operations legally.

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Deborah Ogedengbe and Adeola Austin Oyinlade for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients in the maritime, shipping and admiralty sectors in Nigeria.

 

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 

Mobile: +234 803 826 7683 / +234 802 686 0247

How to Register an Imported Drug or Pharmaceutical Product with NAFDAC in Nigeria

Introduction

All pharmaceutical products must be registered with NAFDAC before they can be manufactured, imported, exported, advertised, sold, distributed, or used in Nigeria. Registration must be in accordance with the NAFDAC Act, related legislation, and the applicable guidelines.

The NAFDAC registration process guarantees that all drug products, whether for human or veterinary use, meet stringent regulations and are safe for consumption in Nigeria. This Article outlines the steps to successfully register your products with NAFDAC.

 

Step 1: Complete the NAFDAC Online Registration Form

To initiate the registration process, the applicant shall purchase, fill out, and print the online registration form available on the NAFDAC website and ensure that the following required information:

  1. Manufacturer Information: Company name, Factory address, contact details and Airport proximity (for imported products)
  2. Company Tax Identification Number (for Nigerian companies)
  3. Applicant Details: Qualifications, Job title and Warehouse address
  4. Drug Product Information: Product specifics, Number of drug products and Key staff involved

Please Note:

– Each drug product requires a separate registration form.

– For imported drugs, a dossier of the product must be submitted for preliminary screening.

 

Step 2: Gather Required Documents

Compile the following documents to support your application:

  1. Address the application letter to: The Director-General, NAFDAC BUT Attention: The Director, Drugs Registration and Regulatory Affairs Directorate (This ensures that your application reaches the correct department and personnel within NAFDAC, facilitating a smoother registration process)

 

  1. Certificate of Incorporation: Obtained from the Corporate Affairs Commission in Nigeria.

 

  1. Power of Attorney (POA): Notarized in the country of manufacture for foreign companies, confirming brand ownership.

 

  1. Trademark Certificate: Registered under Class 5 for pharmaceuticals, covering the drug’s brand name or trademark.

 

  1. Superintendent Pharmacist License: This is required for both human and veterinary drugs.

 

  1. Current Good Manufacturing Practice (GMP) Certificate: Mandatory for local production lines.

 

  1. Product Label Artwork: Must adhere to NAFDAC’s labeling requirements.

 

Step 3: Facility Inspection and Compliance Assessment

NAFDAC will conduct a facility inspection to ensure compliance with Good Manufacturing Practice (GMP) standards. Applicants must provide advance notice and submit details, including the factory’s address and product information.

 

Step 4: Label Review and Approval

NAFDAC will review product labels to ensure they meet regulatory standards. Once approved, a permit will be issued for importing registration samples, applicable to imported drugs.

 

Step 5: Laboratory Testing and Quality Verification

Submit product samples along with evidence of payment of processing fee, Certificate of Analysis and a copy of permit to import registration samples for laboratory testing. This step verifies the product’s quality and ensures safety standards are met.

 

Step 6: Final Registration Approval and Certificate Issuance

After successful document review, facility inspection, and laboratory testing, NAFDAC’s Food and Drug Registration Committee (FDRC) will issue a unique registration number and a Certificate of Product Registration. This Certification enables importers to bring their products into Nigeria in large quantities. To avoid importation delays, it is essential that all imported products are properly labeled.

The Certificate of Registration is valid for five years and is renewable upon expiration.

 

NAFDAC Labeling Requirements for Drug Products

Drug product labels must be in English and include the following essential information:

  1. Product Name: Both brand and generic names.
  2. Manufacturer Information: Name and Full address.
  3. NAFDAC Registration Number: To be included once issued.
  4. Batch, Manufacturing, and Expiry Dates
  5. Dosage and Usage Instructions: For Over the Counter (OTC) drugs.
  6. Patient Information Leaflet (PIL)
  7. Prescribing Information: For prescription-only medicines.
  8. Net Content and Active Ingredients
  9. Warnings and Storage Conditions: Critical for ensuring safety
  10. Veterinary Drug Withdrawal Period.

 

Clinical Trials for New Drugs

For new drugs, NAFDAC mandates clinical trials to demonstrate safety and efficacy. Clinical Trials are therefore, necessary for testing or studying a drug or medical device to see if it is a safe and effective treatment for people, usually following clinical research. NAFDAC has strict rules that govern how clinical trials are conducted. These rules are designed to ensure the safety of those who participate.

What Documents are Needed for Clinical Trials in Nigeria?

  1. Clinical Trial Application Form (CTAF): This must be filled and submitted online and is available on the NAFDAC website.
  2. Study Protocol showing the detailed plan of the clinical trial.
  3. Informed Consent Form (ICF): A document that explains the trial to participants and obtains their consent.
  4. Patient Information Leaflet (PIL): Information for participants about the study.
  5. Investigator’s Brochure (IB): Contains relevant clinical and non-clinical data on the investigational product.
  6. Evidence of Agreement: Between the sponsor and the investigator.
  7. Ethics Committee Approval: From accredited institutions and a list of committee members.
  8. Investigator’s Curriculum Vitae (CV) and evidence of Good Clinical Practice (GCP) training.
  9. Insurance Cover: For participants.
  10. Data Safety Monitoring Board (DSMB) details and financial disclosures.

 

Step 7

Following a successful laboratory analysis of the products, the Food and Drug Registration Committee (FDRC) will review the dossier, GMP inspection results, and laboratory analysis. Upon approval, an electronic Certificate of Product Registration or Listing is issued. A Certificate of Product Registration is valid for 5 years and renewable subsequently.

 

How Much Does It Cost to Register Drugs or Pharmaceutical Products in Nigeria?

Below is a breakdown of the government Charges applicable for product registration:

  1. Facility Inspection (Per Line for Local Facilities) –
  2. Pre-Production: Small Scale N50,000.00
  3. Pre-Production: Medium/Large Scale N70,000.00
  4. Production: Medium/Large Scale (Renewable yearly) N170,000.00

Per Site for Foreign — $10,989.01

  1. Port Inspections
  2. Donated Drugs – N37,500.00
  3. Registered Orphan Drugs/Antiretrovirals/ Vaccines – N13,500.00
  4. Registered Over the Counter Drugs – N148,500.00
  5. Registered Prescription Only Medicines – N40,000
  6. Application Form – N2500.00
  7. Clinical Trials
  8. Application Fee
  9. Industry Sponsored/Locally-developed IMP – N250,000.00
  10. Industry Sponsored/Imported IMP — $1923.00
  11. Academic Trials (Individual Self-Funded/local) – N50,000.00

(Institutional Grant Aided) – N300,000.00

  1. Extension of Study (Locally Developed IMP) – N350,000.00

(Imported IMP) – $2,747.25

(Academic Trials) – N20,000.00

  1. Inspections
  2. Institutional Grant Aided (Academic Trials) – N300,000.00
  3. Additional Site (Locally developed IMP) – N150,000.00

(Imported IMP) — $415.00

(Academic Trials) – N150,000.0

 

NAFDAC Registration: Essential Steps and Recommendations

To ensure a successful NAFDAC registration, keep the following key takeaways and actions in mind:

  1. Accuracy Matters: Ensure all submitted documents are up-to-date, accurate, and meet NAFDAC’s standards.
  2. Plan Ahead: Factor in NAFDAC’s estimated 6–12-month registration timeline.
  3. Clinical Trials: Allocate an additional 2-3 months for clinical trial approvals for new drugs.
  4. Compliance is Key: Avoid common misconceptions, such as assuming local facilities are exempt from inspections or neglecting label standards.

By following these guidelines and adhering to NAFDAC’s requirements, you can successfully register your pharmaceutical product and enter the Nigerian market.

Key Takeaways and Actions for NAFDAC Registration

Registering a pharmaceutical product with NAFDAC requires careful planning and adherence to regulations. To ensure a smooth process, consider the following recommendations:

  1. Ensure Document Accuracy: Verify that all submitted documents are up-to-date, accurate, and meet NAFDAC’s standards.
  2. Plan for Timely Application: Factor in NAFDAC’s estimated 6-12 month registration timeline.
  3. Allow Time for Clinical Trials: For new drugs, allocate an additional 2-3 months for clinical trial approvals.

 

Common Misconceptions to Avoid

  1. Local Facility Exemption: All manufacturers, local or foreign, are subject to NAFDAC’s facility inspections.
  2. Neglecting Label Standards: Ensure drug labels meet NAFDAC’s strict requirements, including accurate product information and storage instructions.

 

CONCLUSION

By following these guidelines and adhering to NAFDAC’s requirements, you can successfully register your pharmaceutical product and enter the Nigerian market.

 

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients on products registration with NAFDAC in Nigeria.

 

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 

Mobile: +234 803 826 7683 / +234 802 686 0247

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