There are certain documents necessary when buying landed properties in Nigeria. These are called land documents and they influence the transfer of title and legal interest in a property. The type of property to be purchase will determine the necessary and required documents. It is important that the buyer carries out due diligence and familiarizes with these documents to avoid acquiring a bad title to the land or falling victim of fraud or deceit. The seller has the obligation of providing some of these documents to effectively validate the transaction.

They include:

1. Survey plan/layout
2. Land agreement
3. Purchase receipt
4. Certificate of occupancy/ Governor’s consent

Purchase receipt

This is the evidence of due payment of the purchase of the land. It is given to the buyer by the seller in acknowledgment of receipt of payment for the landed property after the sale of the property. It is also required at the point of registration of the land or property at the lands registry.

Land agreement/ Deed of Assignment

There are different types of agreements in a land transaction; contract for sale of land, sale of land agreement, deed of assignment and other types of deeds. While the contract for sale of land and sale of land agreement usually contain list of terms and conditions agreed to by the seller and buyer, the deed of assignment is the final agreement between the buyer and seller that validly transfers legal title.

It permanently transfers ownership of a landed property from the seller (assignor) to the buyer (assignee) subject to perfection. It also traces the origin of the landed property as well as other relevant conveyance deeds.

Survey plan

A survey plan is a land document that shows the location, size and boundaries of a landed property. It is used for search at the office of the Surveyor-General whether the property is under any government acquisition or committed area.

Certificate of Occupancy

Usually called the C of O. This is the most important document to land owners in a land or property transaction. It certifies the legal ownership status of any land in Nigeria irrespective of possession. It verifies the actual owner of any land in question. It is issued by the state government indicating that the owner who has acquired an interest to the land has been granted a statutory right if occupancy by the Governor of a state in accordance with applicable laws. A subsequent purchaser of the land need not obtain a new certificate of occupancy; all that will be required is a deed of assignment with the governor’s consent. Where the land is situated in a rural area, a customary right of occupancy is issued by the local government chairman.

These documents are crucial in land transactions for the purposes of conducting due diligence search, registration of title document and grant of certificate of occupancy.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients on documents needed while buying landed property in Nigeria.

Need help? Kindly contact us using the details below:

Email: [email protected]

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

Sports betting is regulated at the federal and state government levels in Nigeria. The type of sports betting activity a company wants to carry out will determine where the licence or permit can be obtained.The National Lottery Regulatory Commission (NLRC) empowered by the National Lottery Regulations 2007 (as amended) and National Lotteries Act 2015 is the regulatory agencyat the national level and otherstate lotteries board and equivalent state municipal laws like the Lagos state Lotteries Law 2004 and Lagos state Lotteries Board (LSLB).

The categories of licences or permits granted by the NLRC include; lottery licence, sports betting licence and promotional lottery licence. This article focuses on procedure for the grant of a sport betting permit.

Licencing Procedure:

Application Stage:

 A proposal is to be submitted to NLRC together with the necessary documents including:

• a completed NLRC application form;
• an application letter stating the intention of operating a sports betting company;
• a non-refundable application fee of N2,000,000;
• company incorporation documents;
• evidence of trademark registration; and
• evidence of registration with the Special Control Unit on Money Laundering.

Presentation and Review Stage: 

The applicant will be invited to make a presentation to the NLRC to justify the grant of the sports betting licence. This takes place with 10 working days after the end of the application stage

Provisional Approval stage: 

This is valid for 90 (ninety) days, subject to the fulfilment of the financial requirements and the following conditions which includes:

• where the Company has foreign ownership and directors, evidence of proper immigration documents and registration with the Nigerian Investment Promotions Commission (NIPC);
• connection of your online betting platform to NLRC monitoring and reporting platform; and
• Copies of duly executed service level agreement with third party provider.

Final Approval stage: 

The NLRC will issue a final licence upon the expiration of the provisional approval period.   

Remote Operator Permit 

The applicants are remote Operators if they: 

 1. Operate gaming business outside Nigeria 

2. Seek to provide facilities for gaming in Nigeria Online 

If you already have a valid gaming licence issued by a foreign gaming regulator (your ‘Primary Licence’) and wish to legally offer your services to players in Nigeria, you are required to apply for a Remote Operator Permit, which is valid for Five (5) Years. 

In order to be granted a Nigerian Remote Operator Permit, you will need to successfully complete the National Lottery Regulatory Commission (NLRC) Permit Approval Process.  

The Nigerian Remote Game Operator is expected to adhere to the Permit Terms and Conditions as issued by the NLRC. These Terms and Conditions are subject to amendment from time to time to ensure consistency with the evolving dynamics of gaming and international best practices. 

The Nigerian Remote Operator Permit will:- 

1. Allow you to advertise Online Gaming Services to players in Nigeria including the publishing of print media in Nigeria subject to the advertising conditions 

2. Allow you to offer the following online games to players in Nigeria namely: casino games, bingo, slots, sports betting, and poker. 

3. Exempt you from any requirement to set up a local subsidiary of your business in Nigeria provided you complete a Non- Residence Registration Request to the Federal Inland Revenue Service of Nigeria (FIRS) which can be completed through the Dedicated System; 

4. Allow you to utilize payment services made available via the Dedicated System; 

5. Allow you to fully repatriate your revenue/funds from Nigeria provided that tax due and payable on player deposits has first been settled through the Dedicated System to the NLRC and to FIRS. 

6. Allow you to subscribe to affiliate programs

Conclusion

Any company interested in operating a sports betting business in Nigeria must apply and obtain a national sports betting license together with a gaming licence in the certain state it wishes to operate in.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in obtaining sports betting licenses in Nigeria.

Need help? Kindly contact us using the details below:

Email: [email protected]

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

Introduction
Financial Technology (Fintech) is simply the use of innovative technology for financial transactions and services. Fintech and payment solution companies are major players in the financial sector providing digital financial business services such as, payment solutions, mobile payments, online payment gateways, digital savings and investment wallets and more. Examples in Nigeria are Piggyvest, Paystack, Paga, Opay, etc. The Central Bank of Nigeria (CBN) is the primary regulatory authority for the financial sector. CBN issues licences and prescribes guidelines that regulate financial institutions. Companies in the financial industry are required to obtain necessary applicable licences for their operations. However, licences to be obtained will depend on the services of the fintech. Categories of the CBN licensing include Switching and Processing; Mobile Money Operations; Payment Solution Services, Payment Solution Service Provider, Payment Terminal Service Provider, Super-Agent and Regulatory Sandbox.
This article will outline the CBN checklist of requirements for Fintech operational licences including:
• Switching and Processing Licence
• Mobile Money Operator (MMO) Licence
• Payment Solution Services (PSS) Licence
• Payment Solution Service Provider (PSSP) Licence
• Payment Terminal Service Provider (PTSP) Licence
• Super-Agent licence
• Regulatory Sand box

1. SWITCHING AND PROCESSING LICENCE
a. Incorporation documents;
b. Details of ownership and holding company structure (if applicable);
c. Tax Clearance Certificate (TCC) for 3 years (if applicable) and Taxpayers Identification Number (TIN) of the company;
d. Bank Verification Number (BVN), Curriculum Vitae (CV), and means of identification (ID) for the directors and top management (including one independent non-executive director, chairman, and managing director);
e. Business plan and product deployment methodology;
f. Requisite policies and framework;
g. Signed agreements with sub-agents, financial institutions, and business parties;
h. Evidence of payment card security certification and other relevant payment terminal certification.
i. Application fees etc.

2. MOBILE MONEY OPERATOR (MMO) LICENCE
a. TCC for three years (if applicable) and TIN of the company;
b. Details of ownership and holding company structure (if applicable);
c. Incorporation documents;
d. BVN, CV and means of ID of the directors and top management (including one independent non-executive director, chairman and managing director);
e. Business plan;
f. Requisite policies and framework;
g. Project deployment time; and
h. Signed agreements with its partners.
i. Application fees etc.

3. PAYMENT SOLUTION SERVICES (PSS) LICENCE
a. TCC for three years (if applicable) and TIN of the company;
b. Incorporation documents;
c. BVN, CV, and means of ID of the directors and top management (including one independent non-executive director, chairman, and managing director);
d. Requisite policies and framework;
e. Signed agreements with its sub-agents, financial institutions, and partners;
f. Minimum of 50 agents;
g. Evidence of payment card security certification and other relevant payment terminal certification; and
h. Project deployment methodology.
i. Application fees

4. PAYMENT TERMINAL SERVICE PROVIDER (PTSP) LICENCE
a. Tax Clearance Certificate (TCC) of three years (if applicable) and TIN of the company;
b. Incorporation documents;
c. BVN, CV, and means of ID of the directors and top management (including one independent non-executive director, chairman, and managing director);
d. Requisite policies and framework; and
e. Project deployment methodology.
f. Application fees etc.

5. PAYMENT SOLUTION SERVICE PROVIDER (PSSP) LICENCE
a. Tax Clearance Certificate (TCC) of three years (if applicable) and TIN of the company;
b. Incorporation documents;
c. BVN, CV, and means of ID of directors and top management (including one non-executive director, chairman, and managing director);
d. Signed agreements with its partners;
e. Requisite policies and framework; and
f. Evidence of payment card security certification and other relevant payment terminal certification.
g. Application fees etc.

6. REGULATORY SANDBOX
a. Incorporation documents;
b. Shareholding structure;
c. Project plan, business proposal, and
d. Outline of the strategy of the sandbox trial;
e. Evidence of patent rights (if applicable);
f. CV of directors and top management.
7. SUPER-AGENT LICENCE

Conclusion
Fintech and Payment solution providers in Nigeria must consider their specific services and carefully comply with the regulatory requirement for each licence to ensure that their businesses are in line with applicable laws and guidelines.

By Adeola Oyinlade & Co
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 circumstances.
Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in obtaining Fintech and payment solution licenses in Nigeria.
Need help? Kindly contact us using the details below:
Email: [email protected]
Mobile: +234 803 826 7683 / +234 802 686 0247

A digital bank is a technology banking system that provides virtual financial services. Digital banking has becoming very popular in Nigeria with the establishment of digital banks. These digital banks like Kuda, Vbank, and ALAT by Wema provide a seamless means of banking by allowing customers open accounts, request debit cards, transfer, savings, payment of bill, etc.

Generally, there is no specified licencing regime for digital banking mandated by the Central Bank of Nigeria (CBN) which is the body that regulates the financial sector in Nigeria. Proposed digital banking companies must choose one of the available financial licences such as, payment service bank licence, microfinance bank licence, commercial bank licence, and others. However digital banks are commonly incorporated as Microfinance Banks (MFBs) because of its advantage of being cheaper to start and it is malleable to fit a number of the product offerings.

Procedures for acquiring a Microfinance/digital bank licence are provided below:

• Formal application to the Governor of the CBN specifying the category of Microfinance bank to be registered

• Payment of non-refundable application fee to the CBN

• Grant of approval in Principle by the CBN within 3 months of application (a prerequisite for incorporation of the company)

• Incorporation of the microfinance bank with the Corporate Affairs Commission (microfinance bank must be added at the end of the company name)

• Submission of necessary documents to the CBN (CTC of incorporation documents, share certificate of shareholders, membership register, opening statement of affairs)

• Grant of operating licence by the CBN.

The above is only a general guide to the setting up of a digital bank in Nigeria, professional guidance is advised.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in setting up a digital bank in Nigeria.

Need help? Kindly contact us using the details below:

Email: [email protected]

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

Winding up of a company is the process by which the existence of a registered company comes to an end in accordance with statutory provisions. It is a process that allows members or shareholders of a company to appoint a liquidator to formally close down the company. Sections of the companies and Allied Matters Act, (CAMA) 2020 provide for winding up of a company. Under the Act, there are three modes of company winding up; by the court, voluntarily and subject to the supervision of the court. The Insolvency Regulation 2022 also govern the winding up of a company in Nigeria.

1. WINDING UP BY THE COURT

This is known as compulsory winding up of a company by the order of court. Where an application is brought before the court by way of a petition by any person entitled to present a winding up petition (usually; the company, creditor, contributory, trustee or personal representative, official receiver, the Commission), the court may order that a company be wound-up. The Federal High Court has exclusive jurisdiction of matters arising from the operations of companies incorporated under the Act.

Grounds when the court may order that a company be wound-up:

1. The company has by special resolution resolved that the company be wound up by the court
2. Default is made in delivering the statutory report to the Corporate Affairs Commission (CAC) or in holding the statutory meeting
3. The number of members is reduced below two
4. The company is unable to pay its debts
5. The court is of the opinion that it is just and equitable that the company should be wound-up.

• VOLUNTARY WINDING UP

This is the winding up of a company by itself through its shareholders or members. A company can voluntarily be wound up in two ways;

1. Members voluntary winding up
2. Creditors voluntary winding up

1. Members voluntary winding up

This is where a company is solvent, that is, still has more assets than liabilities to meet up with its obligations like paying off its debts, and its members or shareholders decide to wind up the company so that it can be dissolved. This may be on the ground that the company has satisfied its objectives or if the company is for a fixed duration or on the happening of an event. The remaining funds from its assets will then be distributed to the members.

• Creditors voluntary winding up

This is where the company is insolvent, that is, does not have assets enough to pay off its debts as at when due to its creditors. The directors and shareholders of the company on their own decide to voluntarily wind up the company to protect its creditors and minimize their loss. The creditors are involved in the process of the winding up. The directors are in control of the winding up and also appoint a liquidator who then makes statement reports and present to the creditors. The liquidator’s duties are first to the creditors and not to the directors.

• WINDING UP SUBJECT TO SUPERVISION OF COURT

This operates as a voluntary winding up following a special resolution by the company that the voluntary winding up be supervised by the court. On application to the court by way of petition the court may order that the voluntary winding up shall continue subject to the supervision of court. All procedures for voluntary winding up shall apply but with the supervision of the court and the court shall then be at liberty to appoint or remove liquidator on such terms as the court thinks just.

CONCLUSION

The process of winding up a company has effects and consequences on the structure of the company. Once the process is started the company ceases to carry on business until it is finally dissolved. The company may be struck out of the register by the Commission if it becomes defunct under section 692 of CAMA 2020.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in winding up of a company in Nigeria.

Need help? Kindly contact us using the details below:

Email: [email protected]

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