Corporate Law

a) Foreign companies invited to carry out specific loan projectson behalf of a donor country

b) Foreign companies invited by the Federal Government ofNigeria to execute specified project

c) Foreign government owned companies involved exclusively inexport promotion activities-

Section56 (1) – (3) of Companies and Allied Matters Act.

No a foreign company that is exempted does not have to be registered and it can enjoy the legal rights of fully registered companies i.e. it can sue and be sued.

Companies and Allied Matters Act 2004 C20 LFN

Companies Regulation 2012

ISA 2007

Nigerian Investment Promotion Commission Act

Immigration Act

Companies Income Tax Cap C21 LFN

Personal Income Tax Act Cap

The first thing to do is register a Nigerian company.

No the company cannot exercise any power of a registered company. He cannot have a place of business for service of documents or processes in Nigeria. He cannot enter into any contract.

If he does the contract is null , void and illegal. A foreigner must wait to conclude registration before entering a contract.

The courts will not enforce an illegal contract with a foreign unregistered company in Nigeria. Solanke v Abed (1962)

Yes a foreigner can be sued or sue in nIGERIA. S 60 CAMA

Ritzpumenfabrik GMBH and co v Techno Continental Engineers

Yes the president may revoke the exemption if he is of the opinion that the company has contravened CAMA or has not fulfileld any condition of the exemption order without good reason or cause. s 56 CAMA

They must file an annual reports with CAC

- place m country of registration

- date of registration

- principal place of business

- share capital

- date of exemption

- description of business in Nigeria

Take client instructions

Where there is a Nigerian partner - important to draft a Joint Venture agreement and file it with the Nigerian Promotion Investment Council NIPC

Agreement to incorporate provisions of the JV concerning transfer of technology

Details on shareholding structure, mode of subscription

- Particulars of the parties

- purpose of the JV

- Duration of the JV

- NDA/ Confidentiality

- broad composition:directors/ chairman/MD

- DEADLOCK in resolution/ voting / can shares

Before starting business he must apply to the NIPC He may also apply through OSIC to other agencies such as immigration or apply directly.

One Stop Investment Centre

It is a prohibited list of sectors and industries which nobody can engage in. This applies to both foreigners and Nigerians.

- Production of arms and ammunition

Production of narcotics, drugs, and psycotropics

- Production of military and paramilitary wears

Having obtained all the requisite NIPC registration the foreign company now a nigerian company must bring its capital in using official channels. It can do so by using a capital of importation.

Capital can be imported in any of the following forms

- cash

-equipment

-raw materials

It entitles the Foreign investor to open a dom account with any authorised dealer i.e. bank, etc S 17 FEM act

Can open a special non -resident nigerian naira account that enables you

- buy shares in nigerian companies

- repatriate the capital, dividends and income at CBN rate minus taxes

-.It guarantees unconditional transferability and repatriation of funds withregard to both earnings and capital in freely convertible currency

no nationalisation risk unless acquisition in national interest

payment of compensation and a right of access to courts to determine the quantum

compensation to be paid promptly and in forex

This is the international centre for settling disputes between governments and business owners.

Apply for pioneer status

Rural Investment allowance

Duty draw back incentive scheme

Capitalcan be brought into the country through the debt for equity programme of theFederal Government, whereby Nigeria’s debt instrument is purchased at adiscounted value from any National stock exchange anywhere in the world byqualified companies and individuals. It was introduced during IBB regime.

1. Thecompany that intends to participate must first obtain prior consent or approvalfrom the Debt Management Office.

2. CompleteForm DCP/1

3. The application must be supported by documents certified by either aCourt or Notary Public.

i. Certificateof Incorporation

ii. Memorandumand Articles of Association iii. Feasibilityreport.

iv. 3years financial statement of the beneficiary company

Business permit is required for individuals coming to do business in Nigeria. s 15 Immigration Act 2015 OILFIELD SUPPLY CENTRE LTD V JOSEPH LLOYD JOHNSON

An employer who does not have a business permit for foreign employees is liable for their deportation and costs.

Companies are entitled to an expatriate quote

PUR - for senior level employees , Chairman, CEO

Temporary - 5 years renewable

The short term visa enables persons come to Nigeria subject to regularisation and convert to a residence permit. It permits the person to live and work in nigera.

Combined Expatriate Residence Permit and Aliens Card

-diplomats are exempted from CERPAC

- ECOWAS

- for all foreigners who live and work in Nigeria

The foreign company will need additional regulatory licenses depending on the nature of the business they are in.

banking license - cbn

insurance business license - naicom

food business - nafdac

The National Office of Technology Acquisition and promotion is a federal government agency. It is responsible for monitoring on a continous basis the transfer of technology to Nigeria.

The NOTAP Act

it registers contracts and agreements brining technology to nigeria between foreign companies and nigerian companies.

NOTAP will either provide a certificate of approval or refusal of registration. The obligation to register agreements falls on both parties. NOTAP vets the agreement and checks the consideration provided for the technology.

1. Any contract that involves the use of patented technology

2 Any contract that involves the supply of enginneering drawings.

3. Supply of machinery and plants

4. Provision of operating staff managerial assistance and the training of the person.

Non registration does not render the contract void it will still be valid however any royalties due to the transferor cannot be sent through the CBN.

Pioneer status exempts a company from paying tax for an initial period of 3 years renewable for 2 years. To qualify the line of business has to be categorised as pioneer business.

Invest a minimum amount of qualifying capital.

Investment is N10 and above

evidence of tax

The company must be new within 1 year of commencement

The company