Collective Management Regulation 2025: Analysis of salient provisions of the Regulation as it affects Rights Owners and Collective Management Organizations in Nigeria
Introduction
The Collective Management Regulations, 2025 was issued on the 28th of January 2025 by the Nigerian Copyright Commission pursuant to the Copyright Act, 2022. This new regulation repealed and replaced the Copyright (Collective Management Organization) Regulations, 2007 which was formerly the law on the subject matter. The regulation sought to protect the interest of copyright owners by stipulating conditions that must be met by Collective Management Organizations in the administration and protection of rights of Copyright owners as entrusted to them. We analyzed the provisions of the regulation as it affect both Right owners and Collective Management Organizations in this Article.
Salient Provisions of the Regulation
- Statutory Obligations of CMOs
The Regulation prescribe statutory powers of CMOs, these are functions that CMOs must carry out in the interest of their members whose rights they seek to protect. These obligations includes but not limited to monitoring the exploitation of rights of members entrusted to it, negotiating and granting licenses, collecting royalties and distributing collected royalties, and assisting members in the enforcement of their rights. These are core functions of CMOs which has now been given statutory backing.[1]
- Approval to operate as CMO
For CMOs to legally operate in Nigeria, it must before the commencement of its activities obtain statutory approval from the Nigeria Copyright Commission. The application which is to be made in a prescribed form is to be accompanied by the following, a certificate of incorporation, the organization’s memorandum and articles of association, a governance structure compliant with the Regulations, and written consent from at least 100 right owners within the relevant class of works, a profile of the proposed Chief Executive Officer of the CMO etc. It should be noted that an initial approval has a lifespan of 5 years after which it must be renewed every 3 years.[2]
- Membership of CMOs
It’s provided that for copyright owner to be a member of a CMO, his work must fall within the category of works the CMO got approval or is approved to operate. Say a CMO got approved to manage the rights of owners of literary works, a recording artiste cannot apply to be a member of such CMO. The membership criteria of CMOs is to be stipulated in its articles of association or similar rules governing the organization. [3]
- Copyright Owners’ Rights
The internal rules of a CMO must have provisions for appropriate and effective mechanisms for the participation of its members in the CMO’s decision-making process. Hence members of a CMO must have the right to vote where a decision is to be taken, eligible to hold positions in any of the CMO decision-making bodies, right to participate at the CMO’s General Meeting. A member of a CMO may appoint another member as a proxy to attend and vote at a General Meeting however such proxy shall not represent more than 10 members.[4]
- Grant of rights to Multiple CMOs
A right owner in order to have his rights managed by a CMO, must give a written consent for each right, category of rights or type of works and any other subject matter that he authorizes the CMO to manage. A right owner is empowered to grant his rights to one or more CMOS however there must be no grant of the same rights within the same territory to more than one CMO. A right owner cannot be coerced into appointing a particular CMO as his sole collecting agent or as an agent for any other purpose as he has a freewill to appoint any other CMO.[5]
- Determination of Tariffs for License
A CMO must determine tariffs to be paid in respect of any license granted for the use of copyright works administered by it. In determining the tariff to be paid, a CMO must have regard to certain criteria which includes but not limited to the monetary advantage obtained from the exploitation by the licensee, the economic value of the use of the copyright works, the purpose for which the copyright material is used, the manner of use of the copyright material and the proportion of the utilization of a work used etc. Upon the determination of tariffs to be paid, the CMO must submit such tariffs to the Commission for consideration with a statement that justify the determination of such tariffs. Where a licensee is unable to utilize the license issued to it by the CMO as a result of the negligence, misrepresentation or any other fault caused by, or traceable to the CМО, the CMO must refund to the user any licensing fee paid.[6]
- Accounts to be kept by CMOs
A CMO must operate and maintain three separate accounts, which includes royalties account, holding account and a third account for any other incomes. The royalties account is to be used in receiving payment of royalties from licensees on behalf of its members.[7] The holding account is to keep any share of the distributable amount, which cannot be allocated or distributed for any reason which include but not limited to where the CMO is unable to establish contact with the qualified person who is not currently a member or the relevant copyright owner or agent entitled to the amount cannot be ascertained. The fund placed in a holding account shall be held for a holding period of at least seven years and the distribution of the funds in a holding account, when due, shall be based on the best available data at the time of distribution. Any amount which remains in the holding account at the expiration of the holding period shall fall into general revenue of the CMO for distribution.[8]
- Regulatory Oversight
The Nigeria Copyright Commission may, where an allegation of financial impropriety or any other fact that may raise an inference of irregularity in the finances of a CMO is made against a CMO, appoint an auditor to examine the accounts of the CMO. Upon the examination of any of the CMO accounts, where it appears to the Commission that a breach of any law is committed by the CMO or any of its officers, the Commission may issue a query to the CMO or the officer identified with the breach. Where the Commission is not satisfied with the explanation provided by the CMO or its officer issue a directive that CMO or the concerned officer be sanctioned.[9]
Conclusion
The Collective Management Regulations, 2025, is designed to reshape the landscape for both rights owners and Collective Management Organizations in Nigeria. For rights owners, the Regulations provide greater clarity on their rights, empower them to participate in CMO decision-making, and offer more control over the granting of rights to multiple CMOs in different territories. For CMOs, the Regulations establish a clearer framework for operation, including obligations, approval processes, and financial management requirements. The enhanced regulatory oversight by the Nigerian Copyright Commission seeks to ensure that CMOs operate in a transparent and accountable manner. This new regulatory framework is intended to create a more balanced and efficient system for the collective management of copyright, benefiting all stakeholders.
By Adeola Oyinlade and Olamilekan C. Fayemi for Adeola Oyinlade & Co.
Adeola Oyinlade & Co is a leading full-service law firm in Nigeria specializing in Intellectual property law services to several local and foreign clients. Our services have earned us the Nigeria Law Firm of the Year Award at the Lawyers Global 2024 Annual Legal Awards and the prestigious International Law Firm of the Year in Nigeria of Corporate INTL Global Awards for the years 2022, 2023, 2024 and 2025 (4 years in a row) among others.
For consultation, further information on copyrights and intellectual property rights services in Nigeria, contact us at [email protected] or call +234 803 826 7683 / +234 802 686 0247.
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[1] Regulation 2 of the Collective Management Regulations 2025
[2] Regulation 3 of the Collective Management Regulations 2025
[3] Regulation 6 of the Collective Management Regulations 2025
[4] Regulation 11 of the Collective Management Regulations 2025
[5] Regulation 8 of the Collective Management Regulations 2025
[6] Regulation 15 of the Collective Management Regulations 2025
[7] Regulation 20 of the Collective Management Regulations 2025
[8] Regulation 21 of the Collective Management Regulations 2025
[9] Regulation 22 of the Collective Management Regulations 2025
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