导言

Foreigners are free to either do business alone or in partnership with any other person in Nigeria. They are free to invest in any sector of the Nigerian economy except items listed on the negative list.[1] Generally it is provided in the Company and Allied Matters Act 2020 (CAMA), which is the law that regulate Nigeria’s corporate activities that every foreign company, incorporated outside Nigeria, intending to carry on business in Nigeria must take all necessary steps to obtain incorporation as a separate entity in Nigeria and until so incorporated, the foreign company shall not have a place of business in Nigeria for any purposes other than the receipt of notices and other documents as matters preliminary to incorporation.[2]   Where a company fails to comply with the provision of the law, it will amount to an offence, liable to prosecution. The company and every officer are liable to a penalty as may be specified by Corporate and Affairs Commission.[3] However a foreign company can register a Representative or Liaison office in lieu of incorporation of a company in Nigeria.

Understanding the concept of Representative or Liaison Office

A representative office or liaison office is an office established in a foreign country by a company or legal entity to carry out non-transactional operations.  It is used to create a relationship with prospective clients. What this means is that the principal activities of representative offices in Nigeria should be limited to marketing activities and acting as a liaison to help coordinate the exchange of information between the foreign parent company and local institutions/customers in Nigeria. It is usually established in a foreign jurisdiction where it has no license to operate business fully. It should be noted that this doesn’t amount to the incorporation of a company, hence the Representative or Liaison Office cannot be clothed with the powers of a duly incorporated company. The representative or liaison office of a foreign company in Nigeria must have a minimum share capital of ₦100 million.

CBN’s Guidelines for the regulation of Representative Offices of Foreign Banks in Nigeria

Foreign banks are permitted to establish representative offices in Nigeria subject to obtaining the prior approval of the Central Bank of Nigeria.[4] A bank representative office simply serves as a physical legal representative of a foreign bank in Nigeria rather than carrying out regular banking business such as taking deposits, providing loans and overdrafts.

Prior to October 2022, the CBN did not have any formal regulation relating to the licensing and regulation of bank representative offices in Nigeria. On 12th October 2022, the CBN released its first regulation titled “Guidelines for the Regulation of Representative Offices of Foreign Banks in Nigeria” to representative offices of foreign banks in Nigeria, stakeholders and the general public.

The CBN set out in the Guidelines the requirements for obtaining its approval to set up a representative office and guidance to stakeholder on the operational and management terms for representative offices. The CBN on March 5 2023, issued a revised guidelines for the regulation of representative offices of foreign banks in Nigeria.

Key Features of a Representative or Liaison Office

1. No Legal Status: A representative office has no independent legal status, making it unable to sue or be sued in its own name.
2. Temporary Arrangement: It’s often a temporary administrative setup, with liabilities extending to the parent foreign company.
3. Limited Activities: Allowed activities include market research, storage or display of goods, promotional work, and logistics support.
4. No Tax Liability: Representative offices aren’t subject to tax payments, as they can’t generate income, provided their objectives don’t trigger tax liability.
5. No Business Activities: They can’t engage in business, negotiate contracts, or conclude deals, serving only as liaison or promotional offices.
6. Funding: Expenses are covered by inflows from the foreign parent company.
7. Incorporation: Registration follows a similar process to a private limited company, with the same costs and timeline, but with distinct objectives and naming conventions.

Permissible Activities for Approved Representative or Liaison Offices 

They are permitted to carry out the following activities:

1. Marketing the products and services of its foreign parent or an affiliate of the foreign parent licensed and domiciled outside Nigeria.
2. Carrying out research activities in Nigeria on behalf of the foreign parent.
3. Serving as a liaison between the foreign parent and local private institutions within Nigeria and other customers of the foreign parent based in Nigeria.
4. Pursuing business opportunities for the foreign parent or affiliated institutions.
5. A Representative of a Foreign Bank can connect banks and other financial institutions to its foreign parent.
6. Assisting exporters in Nigeria with information related to the laws and markets of target countries in which the foreign parent or any of the Group’s affiliates has a subsidiary.
7. Facilitating seminars, forums and other activities within Nigeria through which a foreign parent may meet with and hold further discussions with existing or potential customers in Nigeria.
8. Collating and distributing economic and financial information or country reports to its foreign parent for use by customers of the foreign parent; and assisting customers of the foreign parents that desire to invest in Nigeria or do business with Nigerian companies subject to the extant Data Protection Regulations.
9. Connecting exporters in Nigeria with potential customers in jurisdictions where the parent company operates; and assisting Nigerian exporters with finding new markets through its international offices.

Approvals Required for a Representative Office

While a representative office in Nigeria may not require a business license, there are other compliance requirements to be met, including:

1. Registration with Corporate Affairs Commission (CAC)
2. Registration with the Nigerian Investment Promotion Commission (NIPC)
3. Obtaining work and residence permits for foreign employees Securing an expatriate quota for foreign staff from Nigerian Immigration Service (NIS)
4. Registration with the Special Control Unit against Money Laundering of the Economic and Financial Crimes Commission (EFCC)
5. Compliance with Central Bank of Nigeria (CBN) guidelines for representative offices of foreign banks in Nigeria (where applicable)

Requirements for Registration as a Representative Office

To register a Representative office in Nigeria, you’ll need to meet the following requirements:

1. Company Information
2. Company Name: Submit two alternative names for approval
3. Business Nature & Objectives: Describe the business activities the representative office will undertake

• Shareholding Structure: List of Shareholders and percentage held

1. Company’s Address
2. Company’s Directors, Secretary, Shareholders, and Witnesses Details
3. 全名
4. Valid Means of Identification (e.g., Passport or National ID)

• Signature

1. Passport Photograph
2. 电话号码
3. Email Address

• Date of Birth
• Address (State, City, Street, LGA)

3. Other statutory documents may be required by the Corporate Affairs Commission (CAC) during the registration process

结论

Foreign companies intending to have presence in Nigeria without having to incorporate a subsidiary in the country can register a representative office. Likewise, entities seeking to conduct market research before incorporation of subsidiaries can as well set up a liaison office in the country without any tax liability. Registered liaison offices are, however, advised not to act beyond their objectives as this will make them liable to hefty fines by the regulatory authority.

By Olamilekan C. Fayemi for 阿德奥拉-奥因拉德律师事务所.

Adeola Oyinlade & Co is a top corporate and commercial law firm in Nigeria specializing in company incorporation and post incorporation compliance services to several local and foreign in diverse sectors of the Nigerian economy. 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 corporation and commercial law services in Nigeria, contact us at [email protected] or call +234 803 826 7683 / +234 802 686 0247.

[1] Section 20(4) of the Companies and Allied Matters Act 2020, section 17 of the Nigerian Investment Promotion Commission Act

[2] Section 78(1) of the Companies and Allied Matters Act, 2020.

[3] Section 79 of the Companies and Allied Matters Act, 2020.

[4] section 8 of the Bank and Other Financial Institutions Act 2020

As Africa’s largest economy and most populous nation, Nigeria continues to attract global interest as a strategic destination for investment. From its dynamic consumer market to its vast natural and human resources, Nigeria presents promising opportunities for foreign businesses seeking expansion in Africa. However, navigating the legal and regulatory landscape is essential for any foreign investor aiming to establish a legitimate and sustainable presence in the country.

In recognition of the critical role foreign investment plays in driving economic growth and development, Nigeria has made concerted efforts to open its economy to foreign participation, improve the ease of doing business, and provide incentives that make investment more attractive. Nonetheless, the process of registering a foreign-owned business in Nigeria is guided by a framework of statutory laws and regulatory requirements that must be carefully followed.

This article provides a comprehensive guide to registering a foreign-owned business in Nigeria, detailing the legal structure, registration procedures, permits and licenses required, available incentives, and key considerations for foreign investors. As a foreigner, whether you are exploring a new market or looking to expand your global footprint, understanding the regulatory terrain is the first step toward success in Nigeria’s vibrant business environment.

Capacity of a foreigner to do business in Nigeria

Foreign investors have significant opportunities to establish and operate businesses in Nigeria. Under the Nigerian Investment Promotion Commission (NIPC) Act, foreigners are granted the ability to engage in business activities across various sectors of the economy.[1] However, this provision is subject to provision of section 18 of the Act which outlines the scope of allowable investments which a foreigner can engage in.

While foreign investors enjoy the right to operate businesses, the NIPC Act imposes certain restrictions on the types of businesses in which they can participate. This is primarily through a “negative list” that outlines specific sectors that are completely prohibited to both foreigners and Nigerians. These restrictions ensure that certain strategic or sensitive industries remain under control of the government.

The negative list as defined under Section 31 of the NIPC Act includes, but is not limited to, the following sectors:

• Production of arms, ammunition, and explosives: This includes the manufacture of military-grade weapons or explosives, which are deemed critical to national security.
• Production and dealing in narcotic drugs and psychotropic substances: The production, trade, or distribution of illegal substances or drugs that are harmful to public health and safety is strictly prohibited.
• Production of military and para-military clothing and accoutrements: Foreigners are prohibited from engaging in the production of uniforms, equipment, and other goods for the military, police, customs, immigration, and prison services.
• Any other sectors determined by the Federal Executive Council: The Federal Executive Council (FEC) holds the authority to amend and expand the list of prohibited sectors, thereby limiting foreign participation in additional industries deemed crucial to national interests.

The above is further reiterated by the Companies and Allied Matters Act 2020 (CAMA) as follows:

“Subject to the provisions of any enactment regulating the rights and capacity of aliens to undertake or participate in trade or business, an alien or a foreign company may join in forming a company.’’[2]

It is crucial to note that these restrictions do not bar foreigners from engaging in general commercial and industrial activities in Nigeria. Rather, they are aimed at protecting Nigeria’s sovereignty and maintaining control over sectors that have a direct impact on national security, public health, and societal welfare.

Thus, while foreigners have the capacity to invest and carry on business operations in Nigeria, it is important for potential investors to carefully assess these restrictions and ensure compliance with the provisions outlined in the NIPC Act. This will help to mitigate legal risks and ensure a smooth and lawful establishment of their business operations in Nigeria.

Classification of foreign participation in Nigeria

Foreign participation in Nigeria’s economy is primarily categorized into two major options, each of which allows for different levels of engagement and investment opportunities. These classifications are pivotal in determining the structure and operational scope for foreigners looking to establish a business in Nigeria. The two primary processes through which a foreigner can engage in business and register a business in Nigeria are:

1. Foreign Direct Investment (FDI)
2. Foreign Portfolio Investment (FPI)

Each of these investment types offers distinct features, regulatory frameworks, and methods of business integration, which will be discussed extensively below.

Foreign Direct Investment

Foreign Direct Investment (FDI) refers to a situation whereby a non-Nigerian establish a company independently or jointly with a Nigerian in Nigeria. This involves the direct injection of capital into the Nigerian economy through the establishment of a new company, acquisition of an existing one, or expanding operations via joint ventures.

Procedure for Foreign Direct Investment in Nigeria

1. Apply and Obtain business visa ‘’Subject to Regularization’ (STR) at the Nigerian embassy.
2. Where necessary, prepare a joint venture agreement and any other necessary pre-incorporation agreements such as promoters’ service contract, acquisition of business agreement, directors’ service contract, property acquisition agreement and Non-Disclosure Agreement.
3. Form and register a company with the Corporate Affairs Commission.[3] A qualified legal practitioner can carry out this process by undertaking the following procedural steps:

i. Receiving and reviewing necessary instructions from the client;
ii. Preparing all required incorporation documents and ensuring proper stamping;
iii. Filing the documents with the appropriate regulatory authority and securing the certificate of incorporation.

4. Apply to the Nigerian Investment Promotion Commission for registration.[4]
5. Apply the Securities and Exchange and Commission for registration of the security or investment.[5]
6. Import capital through an authorized dealer and obtain a certificate of importation.[6]

Regulatory Approvals Required for Foreign Direct Investment (FDI) in Nigeria

1. Business Permit: Foreign-owned companies are required to obtain approval from the Federal Ministry of Interior before establishing operations in Nigeria. This approval is granted in the form of a business permit.
2. Residence Permit: A residence permit authorizes a foreign national engaged in business activities in Nigeria to reside legally and freely within the country.
3. Expatriate Quota: This is an authorization granted to companies to employ expatriates for positions requiring specialized skills that are scarce or unavailable locally. The quota is initially granted for a period of three (3) years and may be renewed every two (2) years, up to a maximum of seven (7) years. However, for companies operating in the oil and gas sector, the initial approval is for two (2) years and may be renewed once, with a total validity period not exceeding four (4) years.[7]

Foreign Portfolio Investment (FPI)

In Foreign Portfolio Investment (FPI), foreign investors contribute to the economy by purchasing shares or stocks in companies established within Nigeria.[8] This process involves the importation of capital in the form of foreign currency, which is subsequently converted into the local currency (Naira) through an authorized dealer, such as a licensed commercial bank. The investment allows foreign investors to participate in Nigeria’s financial markets, offering opportunities for portfolio diversification while adhering to the country’s regulatory framework. This form of investment typically provides returns through capital appreciation and dividends, without involving direct management or control over the invested companies.

Procedure for Foreign Portfolio Investment in Nigeria

1. Application for shares by the foreigners.
2. A resolution will be passed by the Board of Directors allotting the shares subject to the relevant approvals being obtained.
3. Register the securities with SEC.[9]
4. Import capital and obtain certificate of importation. [10]

How Capital is Imported into Nigeria

Capital importation by foreign individuals and companies is regulated by the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act. According to this Act, any person investing in an enterprise or security in Nigeria, using foreign currency or capital, must carry out the transaction through an Authorized Dealer. The investment can be made via telegraphic transfer, cheques, or other negotiable instruments, and the foreign currency must be converted into Naira in the official market, in compliance with the provisions of the Act.[11]

The Authorized Dealer through which the foreign currency or capital for the investment is imported shall, within 24 hours of the importation, issue a Certificate of Capital Importation to the investor and shall, within 48 hours thereafter, make returns to the Central Bank giving such information as the Central Bank may, from time to time, require.[12]

An authorized dealer through which capital is imported freely into the country, can either be a commercial bank or a debt-equity scheme by the federal government

Capital Importation by an Authorized Dealer

A foreign investor intending to acquire shares or import capital for the purpose of conducting business in Nigeria is permitted to bring in foreign capital through an authorized dealer, typically a licensed commercial bank. This process ensures that the capital importation is properly documented and recognized by the Nigerian authorities.

The funds brought into the country is converted into Nigerian Naira using the prevailing exchange rate at the official foreign exchange market, thereby facilitating smooth integration into the local economy.

Capital brought into Nigeria can take the form of cash or non-cash considerations. In addition to monetary transfers, investors may also import capital through tangible assets such as machinery, equipment, raw materials, or other goods intended for business operations.[13] These forms of capital must also be properly valued and documented to qualify for official recognition and potential repatriation benefits.

Capital Importation by Debt-Equity Scheme of The Federal Government

In 1988, the Federal Government of Nigeria established the Debt Conversion Programme (DCP) and set up a Debt Conversion Committee (DCC) to implement the Programme and one of the objectives of the programme is to create an attractive avenue for the importation of foreign capital.[14]

Where the purpose of conversion is for investment, the minimum paid-up capital of the beneficiary company shall not be less than N5,000,000.00.[15] In order to minimize administrative work, discourage frivolous applications and facilitate the supervision of, or surveillance over the projects in which the naira proceeds of debt conversion are invested, the minimum amount of debt to be considered under the Scheme is $250,000 in the first instance and $25,000 in subsequent redemptions[16]

Incentives And Assurances Available to Foreigners Intending to Do Business in Nigeria.

1. Prohibition of Expropriation and Nationalization

Under the Nigerian Investment Promotion Commission (NIPC) Act, the government is prohibited from arbitrarily acquiring or nationalizing the assets of foreign investors.[17] If such action becomes necessary in the public interest, it must be carried out lawfully, with due process, and accompanied by prompt, adequate, and effective compensation.

This is designed to promote investor confidence by ensuring that foreign investments are protected from unjust interference.

2. Pioneer Status: The Pioneer Status Incentive was established by the Industrial Development (Income Tax Relief) Act, No 22 of 1971 and is a tax holiday which grants qualifying industries and products relief from payment of corporate income tax for an initial period of three years, extendable for one or two additional years.
3. Duty Drawback Facilities: The scheme provides for fixed drawback and individual drawback facilities. The fixed Drawback facility is for those Exporters/Producers whose export products are listed in the Fixed drawback schedule to be issued from time to time by the Committee.[18]
4. Tax reliefs: Foreign investors in Nigeria enjoy several tax reliefs aimed at encouraging investment. Key incentives include: i. Tax relief under the Companies Income Act. ii. Double Taxation Treaties iii. Free Trade Zones.

结论

In conclusion, while Nigeria presents a wealth of investment opportunities for foreign investors, it is essential to understand the formalities involved in registering a foreign-owned business. The process includes obtaining necessary permits, registering with the Corporate Affairs Commission and the Nigerian Investment Promotion Commission and complying with capital importation requirements, among others. Foreign investors must also be mindful of specific restrictions and regulatory approvals, such as the Business Permit, Expatriate Quota, and residence permits, which are essential for smooth operation. By following the structured registration procedures and understanding the legal framework with the support of experienced business lawyers, foreign investors can establish a legitimate and sustainable presence in Nigeria. With the added benefits of incentives and legal protections, Nigeria remains an attractive destination for foreign investment, provided investors comply with the regulatory requirements.

By Felicia Ayeomoni for Adeola Oyinlade & Co.

Adeola Oyinlade & Co is a top corporate and commercial law firm in Nigeria specializing in assisting both local and foreign clients in company incorporation, post incorporation permits, and business law related matters. 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 corporation and commercial law services in Nigeria, contact us at [email protected] or call +234 803 826 7683 / +234 802 686 0247.

_________________________

[1] Section 17 of the Nigerian Investment Promotion Act, 2004.

[2] Section 20 (4) of the Companies and Allied Matters Act, 2020.

[3] Section 78 of the Companies and Allied Matters Act, 2020.

[4] Section 20 of the Nigerian Investment Promotion Act, 2004.

[5] Section 8 of the Investment and Securities Act, 2025.

[6] Section 15 of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act.

[7] http://ecitibiz.interior.gov.ng/Content/HandbookOnExpatriateQuota/HANDBOOK.pdf accessed April 8, 2025.

[8] Section 21 of the Nigerian Investment Promotion Commission Act.

[9] Section 8 of the Investment and Securities Act, 2025.

[10] Section 15 of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act.

[11] Section 15 (1) of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act.

[12] Section 15 (2) of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act.

[13] https://blog.sidebrief.com/capital-importation-in-nigeria/ accessed April 8, 2025.

[14]https://kwaracails.edu.ng/library/law/nigerian_laws/GUIDELINES_ON_THE_NIGERIAN_DEBT_CONVERSION_PROGRAMME.pdf accessed April 8, 2025.

[15]  Guideline 9.2  of the Guidelines on the Nigerian Debt Conversion Programme, 2004. See, https://kwaracails.edu.ng/library/law/nigerian_laws/GUIDELINES_ON_THE_NIGERIAN_DEBT_CONVERSION_PROGRAMME.pdf accessed April 8, 2025.

[16] Guideline 13 of the Guidelines on the Nigerian Debt Conversion Programme, 2004. See, https://kwaracails.edu.ng/library/law/nigerian_laws/GUIDELINES_ON_THE_NIGERIAN_DEBT_CONVERSION_PROGRAMME.pdf accessed April 8, 2025.

[17] Section 17 of the Nigerian Investment Promotion Commission Act.

[18] https://nairametrics.com/wp-content/uploads/2011/07/INVESTMENT-INCENTIVES-IN-NIGERIA.pdf accessed April 8, 2025.

导言

On March 18, 2025, the President of Nigeria, Bola Ahmed Tinubu, in a televised national address, issued a proclamation declaring a state of emergency in Rivers State, an oil-producing region of the country. The President justified this decision by citing intelligence reports indicating a series of alarming incidents of pipeline vandalism perpetrated by militant groups. He further asserted that the crisis was amplified by an ongoing political conflict within the state, particularly between the Governor and the State House of Assembly, which had resulted in a breakdown of governance and law enforcement.[1] The President contended that the failure of the state government to address these security breaches necessitated federal intervention. Consequently, as part of the emergency measures, the President suspended the Governor of Rivers State, his deputy, and all members of the State House of Assembly. However, the judicial arm of the state government was not included in the suspension, leaving the courts operational despite the drastic political restructuring.

The President’s action ignited widespread debate, raising critical questions regarding the extent of his constitutional powers to declare a state of emergency within a federating unit. In particular, concerns were raised about whether this authority extends to the suspension of a duly elected Governor and lawmakers of a State House of Assembly, who derive their mandate from the electorate. In this view, this article seeks to critically examine the constitutional implications of such an executive action, particularly its impact on the governance structure of the state. It will further attempt to interrogate the extent to which a presidential declaration of a state of emergency can justifiably alter the balance of power between the executive and legislative branches at the state level. Additionally, the analysis will explore the legality and constitutional validity of suspending elected state officials within the framework of Nigeria’s federal system.

The constitutional framework governing the declaration of a state of emergency in Nigeria

A state of emergency is a situation in which a government is given emergency legal powers to steer the country through a crisis or extraordinary situation to protect its citizens, it follows a declaration made by the government in response to extreme circumstances ranging from natural disaster, armed conflict, civil unrest, or an epidemic.[2]

As a democratically regulated country, Nigeria operates under the supremacy of the 1999 Constitution (as amended), which serves as the fons et origo—the ultimate source of legal authority. The Constitution not only establishes the fundamental principles of governance but also delineates the powers and functions of the three arms of government: the executive, legislature, and judiciary.

Within this constitutional framework, the President of Nigeria is entrusted with specific powers to address grave threats to national security, public order, or the stability of any part of the federation and this includes a declaration of a state of emergency. The legal basis for this authority is found in Section 305 of the 1999 Constitution of the Federal Republic of Nigeria, which outlines the circumstances under which a state of emergency may be declared.

Pursuant to Section 305, the President may issue a Proclamation of a State of Emergency through an instrument published in the Official Gazette of the Government of the Federation.[3] However, this power is not exercised in isolation; it is subject to legislative oversight. Once a state of emergency is declared, the President is mandated to transmit copies of the proclamation to the President of the Senate and the Speaker of the House of Representatives.[4] Upon receipt, both presiding officers must convene their respective legislative chambers to deliberate on the situation and determine whether to approve or reject the proclamation through a formal resolution.[5] This legislature ratifying the power of the president to declare a state of emergency underscores the principle of checks and balances, ensuring that the power is not exercised arbitrarily or beyond constitutional limits.

While the President has the authority to declare an emergency, such power is not absolute and can only be invoked under specific substantive circumstances outlined in Section 305(3) of the 1999 Constitution (as amended). These conditions include:

1. Existence of War or Imminent Invasion – The President may declare a state of emergency if Nigeria is at war or faces an imminent threat of invasion, armed conflict or involved in a state of war.[6]
2. Breakdown of Public Order and Safety – If there is an actual or clear and present danger of an actual breakdown of public order or public safety in the federation or any part thereof to the extent that extraordinary measures are necessary to restore security a state of emergency may be declared.[7]
3. Disaster or Public Danger – A state of emergency may also be proclaimed in response to natural disasters, environmental crises, or other existential threats to the Federation.[8]
4. Request from a State Government – A state of emergency may be declared if the Governor of a State formally requests federal intervention in response to a crisis beyond the state’s capacity to manage.[9]

President Bola Ahmed Tinubu’s power to declare a state of emergency in Rivers State finds constitutional justification under Section 305(3)(c) and (d) of the 1999 Constitution (as amended), which provide for such a declaration in instances of actual or imminent breakdown of public order and public safety. The constitutional framework provides that a state of emergency be employed as a mechanism to restore stability when normal state structures are unable to contain a crisis. In the extant case, the President cited rising militant activities, particularly the vandalization of oil pipelines, as well as a severe political crisis between the Governor and the State House of Assembly, which he deemed to have contributed to governance paralysis.

Under Section 305(3)(c), a state of emergency may be declared when public order and safety have already collapsed to a degree requiring extraordinary measures to restore normalcy. Given the security threats posed by militant groups, coupled with the lack of an effective state-led response, it can be argued that the situation met this threshold. Additionally, Section 305(3)(d) permits proactive intervention where there is a clear and present danger of a breakdown of public order and safety, suggesting that even if the crisis had not fully escalated, federal action was warranted to prevent further deterioration.

Even if it is acknowledged that the action of the President constitutes a declaration of a state of emergency, it remains legally inchoate until it receives formal approval through a resolution of the National Assembly.[10] Under the provisions of the 1999 Constitution, the President lacks the unilateral authority to declare a state of emergency.

Impact of declaration of state of emergency on the executive and legislative governance of a state

Conventionally, when the President of the Federation declares a state of emergency, the executive branch of the state comprising primarily the Governor and Deputy Governor along with the legislative arm, the State House of Assembly, is mandated by the President to suspend its authority and, administrators most often military officers are appointed to oversee the affairs of the state until normalcy is restored.

In 1962, the Late Tafawa Balewa, the then Prime Minister of the country, declared a state of emergency to allay the crisis in the Western Region. The region was placed under emergency rule and Dr. Moses Majekodunmi was appointed as administrator.[11] In 2004, former President Olusegun Obasanjo declared a State of Emergency in Plateau State due to the religious killings that occurred in the state. The then governor, Joshua Dariye alongside the State House of Assembly was suspended and Major General Chris Alli was appointed as administrator. In 2006, former President Olusegun Obasanjo declared a state of emergency to contain the political unrest in Ekiti state as a result of the impeachment of Governor Ayo Fayose, and Brigadier Adetunji Olurin was appointed as administrator. Former president Goodluck Ebele Jonathan on the other hand, opted to depart from this precedent and instead retained all the state functionaries when he declared a state of emergency in Borno, Yobe, and Adamawa states in 2013 and 2014. He also followed the same procedure in 2011 when he declared a state of emergency in some local government areas in Borno and Plateau states.[12]

In the extant case, the current President Bola Ahmed Tinubu declared a state of emergency in Rivers state and he temporarily suspended the Governor of the State, Siminalaya Fubara, his deputy Ngozi Odu and the entire members of the Rivers State House of assembly in an attempt to quell the impending violence rising from the escalated tension between the Governor and the State House of Assembly.

The suspension of the executive and legislative arms of the government of Rivers State has given rise to a significant question: whether the President possesses the constitutional authority to suspend an electoral appointed Governor and State House of Assembly and appoint an administrator while exercising the power to declare a state of emergency.

This question has been argued by various constitutional law experts and judicial authorities have delivered nuanced pronunciations on the issue.

Legal professor, Professor Itse Sagay, has stated in his paper that “The whole tenor of section 11 of the Constitution (which is the section containing all the powers exercisable during an emergency shows that an emergency declaration is intended to be a cooperative endeavor between the federal government and state government, whose organs, governors, House of Assembly and judiciary are fully functioning.”[13] He opines that even during a state of emergency, the state’s institution, such as the Governor, House of Assembly, and Judiciary are expected to remain operational rather than being completely suspended or replaced by federal authority in line with section 11 of the Constitution of the Federal Republic of Nigeria (as amended).

The Nigerian Bar Association (NBA) the body that houses lawyers in the country in a statement released through its President Mazi Afam Osigwe (SAN), laid its concerns on the suspension of the Governor, Deputy Governor and House of Assembly of Rivers State stating that  “The 1999 Constitution does not grant the President the power to suspend or otherwise prevent an elected governor, deputy governor, or members of a state’s legislature from exercising the functions of their offices, under the guise of a state of emergency. Rather, the Constitution provides clear procedures for the removal of a governor and deputy governor as per Section 188. Similarly, the removal of members of the House of Assembly and dissolution of parliament is governed by constitutional provisions and electoral laws, none of which appear to have been adhered to in the present circumstances. These provisions have not been followed in this instance.”[14] The body reiterated that a declaration of emergency does not automatically dissolve or suspend elected state governments, and that the Constitution does not empower the President to unilaterally remove or replace elected officials—such actions amount to an unconstitutional usurpation of power and a fundamental breach of Nigeria’s federal structure.[15]

However, the Attorney General of the Federation (AGF) and Minister of Justice, Lateef Fagbemi held a contrary opinion as regards the suspension of the Governor, Deputy Governor and the members of the House of Assembly of Rivers State. Speaking in defense of President Bola Tinubu’s declaration of a state of emergency, Fagbemi claimed that Fubara not only failed to prevent the attacks but had also indirectly encouraged the militants.[16] He further acknowledged that the National Assembly holds the ultimate authority over the suspension and has the power to either ratify or reject it in which the National Assembly approved days after.

Judicial pronunciations have also been made as regards the suspension of elected members of the government. In Attorney General of the Federation v. Attorney General of Abia State & Ors,[17] the Supreme Court of Nigeria held that the removal of elected chairmen and councilors as well as appointment of sole administrators or caretaker committees by State Governors to run local government councils are illegal and unconstitutional.

In the case of Governor of Ekiti State & Ors. v Olubunmo & Ors,[18] where the then Governor of Ekiti State, Governor Kayode Fayemi dissolved the Local Government Councils, removed the democratically elected Council Chairmen and appointed caretaker committees, Justice C.C Nweke criticized the move stating that “Simply put, therefore, the election of such officials into their offices and their tenure are clothed with constitutional force. They cannot, therefore, be abridged without breaching the constitution from which they derive their force”

Comparative analysis of the implication of declaration of state of emergency on the executive and legislative arm of the state government: case study of the U.S.A and India

United State of America

The United States has remained under a continuous state of emergency since November 1979, when President Jimmy Carter declared a national emergency in response to the Iran hostage crisis and issued an executive order freezing Iranian government assets. Although Iran freed the hostages on Ronald Reagan’s inauguration day in 1981, Reagan extended Carter’s emergency declaration annually throughout his presidency. Subsequent presidents have not only upheld the 1979 emergency but have also introduced numerous additional emergency declarations of their own.[19]

When Donald Trump began his second term on January 20, 2025, the United States had approximately 40 active emergency declarations. On the day of his inauguration, he issued two additional declarations: a national energy emergency and an emergency at the U.S.-Mexico border.[20]

Notably, in the United States, a presidential declaration of a state of emergency has never resulted in the suspension or removal of a state governor, as the federal system preserves state autonomy even in crises. While the President can mobilize federal resources and impose emergency measures, executive authority over state governance remains with the governor of the state.

印度

In India, the President can declare a state of emergency under the Constitution, granting broad powers to the central government. Article 352 allows for a National Emergency in cases of war, external aggression, or armed rebellion.[21] The President’s Rule as commonly called, permits the dismissal of a state government if it fails to function constitutionally, transferring executive power to the Governor and dissolving or suspending the state legislature.[22]

Unlike the United States, where emergency powers do not extend to removing state governors, India’s constitutional framework enables direct federal intervention in state governance, often leading to political controversy.

Submission

Under Section 305 of the 1999 Constitution, the President is vested with the constitutional authority to declare a state of emergency in any part of Nigeria when there is a significant breakdown of public order and security. However, this power is not absolute, as it is subject to legislative oversight, requiring approval from the National Assembly to prevent potential executive overreach. The primary objective of this constitutional provision is to preserve national sovereignty and security while ensuring adherence to democratic principles and the rule of law. In the present case, President Tinubu’s declaration of a state of emergency in Rivers State is firmly within his constitutionally conferred powers and, therefore, remains legally valid.

A state of emergency permits the Federal Government to deploy security personnel, impose necessary restrictions, and implement emergency measures aimed at restoring stability. Nevertheless, it does not inherently dissolve or suspend the democratic institutions of the affected state, nor does it authorize the removal of duly elected officials who have not been found culpable of any constitutional violation. From this perspective, the suspension of the Governor, Deputy Governor, and the entire membership of the Rivers State House of Assembly by the President constitutes a clear constitutional overreach and a misapplication of the emergency powers granted to the presidency.

The Governor and Deputy Governor of Rivers State are elected representatives with a legitimate constitutional mandate, and their removal or suspension in the context of a state of emergency runs contrary to the fundamental tenets of federalism and the doctrine of separation of powers. The 1999 Constitution does not provide for the appointment of an interim administrator by the President as a substitute for the Governor. Instead, it explicitly outlines the lawful procedures for the removal of state executives, which must be strictly adhered to in accordance with due process.

Likewise, the suspension or dissolution of the Rivers State House of Assembly undermines the principles of representative democracy and constitutional governance. As an independent arm of government, the legislature plays a crucial role in lawmaking and oversight, even in times of crisis. The invocation of a state of emergency should not serve as a pretext for imposing direct federal control or circumventing established constitutional processes. Such an approach not only erodes democratic institutions but also sets a dangerous precedent for executive overreach in Nigeria’s federal structure.

Recommendations

To ensure that the declaration of a state of emergency aligns with constitutional principles and does not undermine Nigeria’s democratic structure, the following recommendations should be considered:

1. Adherence to Constitutional Provisions and Federalism
   The Federal Government must strictly adhere to the provisions of the 1999 Constitution when exercising emergency powers. While the President has the authority to declare a state of emergency, such measures should be implemented in a manner that respects Nigeria’s federal system and does not usurp the autonomy of state governments.
2. Non-Suspension of Elected State Officials
   The Governor, Deputy Governor, and House of Assembly should not be suspended or removed under the guise of emergency governance. Instead, their roles should be reinforced to ensure that governance continues effectively within the constitutional framework. Any disciplinary measures against elected officials should follow the legal procedures outlined in the Constitution, such as impeachment or judicial processes.
3. Collaborative Governance During Emergencies

Rather than resorting to direct federal intervention, the Federal Government should prioritize collaboration with state governments to effectively manage crises. This approach should involve enhancing intergovernmental cooperation, providing security support, and strengthening state institutions to address the underlying causes of instability. In the present situation, President Tinubu can take on the role of mediator between Governor Siminalayi Fubara and the Rivers State House of Assembly to facilitate a resolution and ensure the smooth functioning of the state government.

4. Judicial Oversight of Emergency Powers
   To prevent potential abuses of emergency powers, the judiciary should play an active role in reviewing and interpreting the constitutionality of executive actions during a state of emergency. Courts should provide a check on any attempt to exceed constitutional limits, ensuring that emergency declarations do not infringe upon democratic governance.
5. Legislative Involvement and Oversight
   The National Assembly should not only approve a state of emergency but also actively monitor its implementation. This oversight role will ensure that emergency measures remain proportionate, temporary, and necessary to restore order without overstepping constitutional boundaries.

结论

The declaration of a state of emergency serves as a constitutionally sanctioned tool for responding to significant threats to public order and national security in Nigeria. While Section 305 of the 1999 Constitution empowers the President to implement emergency measures, the exercise of such authority must remain within the boundaries of constitutional provisions, particularly those that uphold democratic governance, federalism, and the separation of powers.

In this context, although President Tinubu’s proclamation of a state of emergency in Rivers State falls within his constitutional mandate, the suspension of the Governor, Deputy Governor, and the State House of Assembly exceeds the permissible scope of executive authority. The Nigerian Constitution does not confer upon the President the unilateral power to remove or suspend duly elected state officials under the pretext of emergency rule. Such actions compromise the independence of state institutions, undermine democratic norms, and weaken the federal structure of governance.

To uphold constitutional integrity, any federal intervention during a state of emergency should be strictly confined to security and administrative measures essential for restoring order, without interfering with the legitimate governance structures of the affected state. The rule of law must remain paramount in the application of emergency powers, ensuring that constitutional democracy is safeguarded even in times of crisis.

By Felicia Ayeomoni for Adeola Oyinlade & Co.

Adeola Oyinlade & Co. is full-service law firm in Nigeria offering legal support to both local and foreign clients in the areas of constitutional and statutory interpretation.

如需了解我们提供的服务，请通过 [email protected] 或访问 www.adeolaoyinlade.com 与我们联系。

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

[1] https://www.reuters.com/world/africa/nigerian-president-declares-state-emergency-oil-producing-rivers-state-2025-03-18/ Accessed 19^第 of March, 2025.

[2] https://www.liberties.eu/en/stories/state-of-emergency/44692 Accessed 19^第 of March, 2025.

[3] Section 305 (1) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[4] Section 305 (2) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[5] ibid.

[6] Section 305 (3) (a) & (b) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[7] Section 305 (3) (c) & (d) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[8] Section 305 (3) (e) & (f) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[9] Section 305 (3) (g) Constitution of Federal Republic of Nigeria, 1999 (as amended).

[10] https://edojudiciary.gov.ng/wp-content/uploads/2017/07/LEGALITY-OF-THE-PRESIDENTIAL-DECLARATION-OF-A-STATE-OF-EMERGENCY-IN-SOME-STATES-IN-NIGERIA-AND-ITS-IMPLICATION-ON-STATE-GOVERNMENT-FUNCTIONARIES-BY-BRIGHT-E.-ONIHA.pdf Accessed 19th of March, 2025.

[11] https://pmnewsnigeria.com/2025/03/18/nigerias-history-of-crisis-a-timeline-of-state-of-emergency-declarations/

[12] (n 10)

[13] Itse Sagay, “Nigeria: The Unfinished Federal Project”, delivered at the 8th Justice Idigbe Memorial Lecture (University of Benin) 2008, 50.

[14] https://blog.nigerianbar.org.ng/2025/03/18/state-of-emergency-in-rivers-suspension-or-otherwise-summary-removal-of-a-democratically-elected-governor-and-other-elected-officials-is-unconstitutional/ Accessed 19^第 of March 2025.

[15] Ibid.

[16] https://tribuneonlineng.com/fubaras-suspension-the-ball-is-now-in-the-court-of-national-assembly-agf/ Accessed 19^第 of March 2025.

[17] (2024) LPELR-62576 (SC).

[18] (2016) LPELR-48040 (SC)

[19] https://www.history.com/news/national-state-of-emergency-us-presidents accessed 19th of March, 2025.

[20] Ibid.

[21] Constitution of India, section 352

[22] Constitution of India, section 356.

在尼日利亚，《2020 年公司及相关事务法》（CAMA）对公司董事的任命和免职做出了规定。

希望罢免董事的股东应（在股东大会召开前 28 天）就寻求罢免相关董事的决议发出特别通知，或任命其他董事代替被罢免的董事。

在本文中，我们将回答一些有关尼日利亚法律规定的公司董事免职和任命法律程序的重要问题。

在尼日利亚，什么情况下可以罢免董事？

在以下情况下，尼日利亚的董事可以被免职：

• 普通决议：股东可在股东大会上通过普通决议罢免董事，无论董事的任期长短。
• 违反职责：董事可能会因未能履行职责而被免职，如不出席会议或违反信托责任。
• 丧失行为能力或患病：如果董事丧失能力或精神上不适合履行职责。
• 破产：如果董事破产或与债权人达成自愿安排。
• 未能遵守法律要求：未能遵守尼日利亚公司法（包括《公司及相关事务法》（CAMA）中规定的法律）的董事可能会被免职

在尼日利亚，罢免董事的程序是什么？

在尼日利亚，罢免董事的程序一般包括

1. 会议通知：必须向公司和所有股东发出通知，说明将在股东大会上提出罢免董事的决议。
2. 通过决议：普通决议必须在股东大会上获得多数股东通过，至少有 51% 票赞成罢免。
3. 辩护机会：面临免职的董事必须有机会在会议上为自己辩护。
4. 向公司事务委员会 (CAC) 提交文件：决议通过后，公司必须将董事免职一事通知公司事务委员会 (CAC)。

在尼日利亚，是否可以在未经董事同意的情况下将其免职？

是的，在尼日利亚，只要按照《公司及相关事务法》（CAMA）和公司章程的规定，可以不经董事同意将其免职。尽管必须给予董事向股东陈述理由的机会，但通过罢免决议无需征得董事同意。

在尼日利亚，是否有针对不公正罢免董事的保护措施？

是的，有一些针对不公平罢免董事的保护措施：

• 发表意见权：在做出任何决定之前，董事必须有机会在大会上为自己辩护。
• 上诉：如果董事认为免职是不公正的，他们可以向法院提出质疑，尤其是在声称法律适用不当或违反公司章程的情况下。
• 法律框架：搬迁必须遵守公司章程和《公司及相关事务法》（CAMA）的规定。

在尼日利亚，被免职的董事可以要求离职金吗？

被免职的董事只有在其雇佣合同或公司章程中有规定时才有权获得离职福利。如果没有这些条款，除非另有约定或法律规定，否则董事通常无权获得离职金。

主任被免职后，其职位会发生什么变化？

董事被免职后，职位会出现空缺，公司可任命一名新董事接替空缺职位。新董事的任命必须遵循公司的程序，其中可能涉及股东批准或董事会提名，具体取决于公司的组织章程。

在尼日利亚，罢免私营公司董事的程序与罢免上市公司董事的程序是否不同？

私人公司和上市公司罢免董事的基本程序相似，但上市公司可能有额外的程序要求，如遵守尼日利亚证券交易所（NSE）制定的规则和披露要求。上市公司还可能面临更多与罢免董事有关的审查和规定。

在尼日利亚，是否可以因个人原因（如与股东发生冲突）将董事免职？

董事可因个人原因被免职，包括与股东的冲突，但此类冲突必须在公司治理结构和 CAMA 的框架内处理。除非个人冲突影响了董事履行职责的能力或违反了其对公司的法律义务，否则仅凭个人冲突可能不足以将其免职。

在尼日利亚，可以解除身为股东的董事的职务吗？

是的，可以罢免身为股东的董事。罢免董事的程序受《公司及相关事务法》（Companies and Allied Matters Act，CAMA）管辖，该法允许股东通过决议罢免董事，无论其股东身份如何。

在尼日利亚，可以解除身为股东的董事的股东职务吗？

不，董事不能仅仅因为被解除董事职务而被解除股东职务。股东是公司的所有者，他们的所有权并不取决于他们作为董事的角色。解除股东职务需要另外的程序，如出售或转让其股份，或援引公司章程（如有）中允许在某些条件下没收或强制出售股份的条款。

注：本文内容旨在为相关主题提供一般性指导。有关您的具体情况，请咨询专家。

作者：Ayoola Hassan for Adeola Oyinlade & Co.

Adeola Oyinlade & Co. is a leading full-service law firm in Nigeria offering legal support to both local and foreign clients in the area of corporate law.

如需了解我们提供的服务，请通过 [email protected] 或访问 www.adeolaoyinlade.com 与我们联系。

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

尼日利亚的收养程序涉及一系列步骤，包括咨询、提交文件和法院申请。儿童权利法》规定了收养程序并概述了收养要求。尼日利亚各州的收养程序不尽相同，这是因为尼日利亚各州可立法规定的范围之内。

在本文中，我们将回答有关尼日利亚收养程序和要求的重要问题。

尼日利亚有哪些关于收养的法律？

尼日利亚有关收养的主要法律包括

1. 2003 年《儿童权利法》（适用于联邦首都直辖区和已将其纳入国内法的各州）。
2. 各州的收养法（每个州都有自己特定的收养法）。
3. 婚姻诉讼法》（与跨国收养有关）。
4. 习惯法和伊斯兰法（适用于某些地区）。

哪些人有资格收养尼日利亚儿童？

领养的资格标准因州而异，但一般包括

1. 收养人必须至少年满 25 岁，且至少比儿童年长 21 岁。
2. 收养人必须心智健全，有经济能力抚养孩子。
3. 已婚夫妇必须在配偶双方同意的情况下共同收养。
4. 单身人士可以领养，但有些州限制单身男性领养。
5. 收养人必须没有犯罪记录，尤其是针对儿童的犯罪记录。
6. 外国人只有在尼日利亚居住至少一年后才能收养子女（各州情况不同）。

哪些人可以在尼日利亚被收养？

符合收养条件的儿童必须

1. 未满 18 周岁。
2. 成为孤儿、被亲生父母遗弃或放弃。
3. 法院或儿童福利机构宣布可收养。
4. 没有亲生父母（如果在世）的合法要求或反对。

在尼日利亚收养儿童的程序是什么？

收养过程通常包括以下步骤：

1. 申请：准收养父母向妇女事务部或相关儿童福利部门提交正式申请。
2. 筛选和家庭调查：当局会进行背景调查、家访和心理评估，以评估是否合适。
3. 收养前寄养：儿童可能会在试用期内（通常为 3 个月至 1 年，视各州而定）由收养父母照顾。
4. 法院申请：未来父母向法院提交收养申请，寻求法律批准。
5. 法庭听证和命令：法院审查福利机构的报告，确保符合法律规定，并在满意的情况下签发领养令。
6. 收养登记：法院命令下达后，收养要在适当的政府机构进行登记。
7. 签发新出生证明：可签发新的出生证明，将收养父母列为合法父母。

在尼日利亚办理领养手续需要哪些文件？

所需文件通常包括

1. 正式收养申请
2. 出生证明或年龄声明宣誓书
3. 结婚证书（已婚夫妇）
4. 证明身心健康的医疗证明
5. 警方证明（核实无犯罪记录）
6. 财务报表或稳定收入证明
7. 社会福利官员的家庭调查报告
8. 儿童亲生父母或监护人的同意文件（如适用

外国人可以收养尼日利亚儿童吗？

可以，但他们必须满足其他要求，包括

1. 收养前在尼日利亚居住至少 12 个月。
2. 妇女事务部批准。
3. 遵守国际收养条约（如适用的《海牙收养公约》）。

有些州有更严格的规定或可能禁止跨国收养。

法院在收养程序中扮演什么角色？

法院在以下方面发挥着至关重要的作用

1. 审查收养申请。
2. 确保遵守收养法。
3. 核实收养符合儿童的最佳利益。
4. 签发收养令，最终完成收养程序。

在尼日利亚，被收养儿童有哪些权利？

领养子女享有与亲生子女相同的权利，包括

1. 继承养父母遗产的权利。
2. 受教育权、医疗保健权和福利权。
3. 免受虐待和忽视的权利。
4. 身份权和公民权（如适用）。

尼日利亚的收养费用是多少？

领养费用各不相同，但可能包括

1. 申请费（由州收养机构规定）。
2. 法庭诉讼费。
3. 医疗和家庭研究评估。
4. 文件和登记的手续费。
5. 差旅费（跨州或国际收养）。

结论

在尼日利亚，收养是一个合法的程序，但有时也很复杂，需要遵守联邦和各州的法律。潜在的收养父母必须确保他们符合所有法律和程序要求，同时优先考虑儿童的最佳利益。

收养是一个建立家庭的美好过程。然而，重要的是，领养人的专业知识 家庭法专家 特别是在如何驾驭复杂的程序方面。

请注意： 本文内容旨在为相关主题提供一般性指导。关于您的具体情况，应寻求专家建议。

作者：Deborah Ogedengbe 阿德奥拉-奥因拉德律师事务所.

Adeola Oyinlade & Co. 是尼日利亚一家领先的提供全方位服务的律师事务所，为本地和外国客户提供家庭法领域的法律支持。

如需了解我们提供的服务，请通过 [email protected] 或访问 www.adeolaoyinlade.com 与我们联系。

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