ACHIEVERSWORLD LP: SETTING UP A BUSINESS OUTFIT IN NIGERIA

ACHIEVERSWORLD LP: SETTING UP A BUSINESS OUTFIT IN NIGERIA: In modern day world, the need to own a business outfit is becoming extremely necessary day by day especially for upcoming entrepreneurs. ...

SETTING UP A BUSINESS OUTFIT IN NIGERIA

In modern day world, the need to own a business outfit is becoming extremely necessary day by day especially for upcoming entrepreneurs. Coupled with that fact the unemployment rate is on the geometric progression, so therefore it is important for the upcoming generation to be creative and thus give back to the society what the society cannot offer in return. This is  possible if we come up with business ideas and drive towards setting up a business outfit which in essence makes us employer of labour at the long run.

Thus, each nation has its own legalized mode and procedure for registering a business outfit, so also Nigeria is not left out. Be that as it may, setting up a business outfit as required by the law, is indeed the most formal way of doing business in Nigeria.

More often than not, entrepreneurs are not abreast of the modern day realities of a setting up a business outfit, thus the need for this write up. It essentially seeks to sensitize the reader of the requirements of setting up a business outfit as obtainable in Nigeria as of today.

WHICH GOVERNMENT AGENCY IS RESPONSIBLE FOR REGISTERING A BUSINESS OUFIT?

For the purpose of doing justice to the above sub-head, it is important to consider the relevant provisions of the law guiding incorporation of companies in Nigeria which is no other than the Companies and Allied Matter Act 2004 Cap C20 LFN 2004. It is pertinent to consider Section 1 and 7 of the Act in order to have a better understanding and knowledge.

Section 1 of the Companies and Allied Matters Act provides thus

“There is hereby established under this Act, a body to be known as the Corporate Affairs Commission(in this Act referred to as the Commission)”

Furthermore, Section 7 of the Companies and Allied Matters Act provides further

7 (1) The functions of the commission shall be to

(a)  Subject to section 541 of the act, administer this act including the regulation and supervision of the formation, incorporation, registration, management, and winding up of companies under or pursuant to this Act….”

For the avoidance of doubt, it is important to consider Section 541 of the Act to know the scope of the commission and its limitations thereto.

541. (2) This Act shall not apply to unions of workers or of employers; and registration of any such union whether described as such a union or a trade union shall, if effected under the companies Act, 1968 before its repeal be void.

By a combined effect of Section 1 and 7 of the Companies and Allied Matters Act, 2004, the Corporate Affairs Commission is the regulatory institution embedded with the powers of registering and incorporating companies in Nigeria. It is important to note that its powers is not in any way extended to registration of trade union or employers in Nigeria as provided by Section 541 of the Act. Thus, its powers are only limited to registration of a small business scale, which can be termed to be a business name outfit under the Act, Private Limited Liability Company/Public Limited Liability Company and/or  Incorporated Trustees which are established for the purposes of religious, cultural, development, sporting and charitable activities amongst others.

REQUIREMENTS FOR SETTING UP A BUSINESS OUTFIT IN NIGERIA  

For the purposes of this discourse, we shall limit our discussion to the requirements of that of a business name and a limited company and we shall set discussion for that of incorporated trustees for yet another day. Briefly, I will be reeling out the requirements as obtainable, taking into consideration the modern day realities as obtainable with the Corporate Affairs Commission.

 

CHECKLIST OF REQUIREMENTS FOR LIMITED COMPANIES

ü  Desired Name of Proposed company

ü  Full Names of the Directors of the Business Outfit

ü  Full Names of the Proposed Shareholders

ü  The Address of the Directors and Shareholder of the Company

ü  Valid Identity card- preferably International Passport or National Identity Card

ü  Proficiency Certificate where necessary

ü  Desired Share Capital of the Company- This may largely depend on the nature of business and the required minimum share capital obtainable in the desired field of business.

ü  Registered Office Address

ü  Sphere of Operation

ü  Object of the Company

ü  Telephone Numbers of Directors

ü  Email Address of Directors

CHECKLIST OF REQUIREMENT FOR A BUSINESS NAME

ü  Desired name for the  Proposed  business oufit

ü  General nature of Business

ü  Proposed Office Address

ü  Full names of Proprietors

ü  Nationality

ü  Sex

ü  Residential address of Proprietor(s)

ü  Two passports

ü  Qualifying certificate in case of professional partnership

ü  Means of identification- a valid identity card

ü  Telephone Numbers of Proprietor(s)

ü  Email Address

Note, an individual that is less than 18 years of age cannot be a subscriber to the memorandum except two other adult have subscribed thereto. It is important to note also that an infant is prohibited from being a Director in a Company by Section 257 of the Companies and Allied Matters Act 2004.

It is important to also point out that a minor can be partner under Part B of Companies and Allied Matters Act, 2004 provided the application form is signed by either a Magistrate, Legal Practitioner or Police Officer of or above the rank of Assistant Superintendent of police.

SUBSCRIBED MINIMUM SHARE CAPITAL OF CERTAIN COMPANIES[1]

	Type of Company	Minimum Share Capital
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16.	Issuing House Commercial Banks with National Authorization Commercial Banks with International Authorization Merchant Banks Micro Finance Bank(Unit) Micro Finance bank (State & FCT) Micro Finance Bank (national) Private Security Company/Consultants Air Transport (International) Air transport (Regional) Air Transport (Local) Aviation Training Aviation Support services Consultant partnership Bureau De Change Primary Mortgage Institutions	200 Million 25 Billion 50 billion 15 Billion 20 Billion 100 million 2 Billion 10 million 2 Billion 1 billion 500 million 2million 50 million 2 million 35 million 2 billion

  

REQUIREMENT FOR PROFICIENCY CERTIFICATE

	TYPE OF COMPANY	CERTIFICATE REQUIRED
1. 2. 3. 4. 5.	PHARMACEUTICAL BUSINESS ENGINEERING FIRMS & CONSULTANTS ADVERTISING MANAGEMENT CONSULTANCY ACCOUNTING/FINANCE	Certificate issued by the Pharmacists Council of Nigeria(PCN) Certificate issued by the Council for the regulation of Engineering in Nigeria (COREN) Advertising Practitioners Council Of Nigeria (APCON) NIM ICAN, ANAN & ACCA

It is important to state that the above information in the table format are not all encompassing, as there still exist other companies that required certain minimum share capital and others which require a certain proficiency certificate not contained in the above table.

Be it noted that, as part of the new guidelines in Nigeria, it is important for every company so registered to be registered with the Economic and Financial Crimes Commission in Nigeria, which entitles the company to a certificate issued by the Economic and Financial Crimes Commission.

In conclusion, based on the uprising need to do business in a more formal way, it is most desirable for prospective entrepreneurs to take up the challenge of registering their business. Thus, considering the modern day realities, business can only be sacredly done when a company is registered under the Companies and Allied Matters Act, which is the government agency recognized and empowered in Nigeria in that regard.

Rufus Adeoluwa Olodude Esq. (LL.B(Unilorin, BL)

Legal Practitioner

E-mail: achieversworldandpartners@gmail.com

Mobile: +2348056446555

REFERENCES

Companies and Allied Matters Act 2004 Cap. C20 LFN 2004
Bhadmus on Corporate Law Practice, Chenglo Limited, Enugu, 2009
Corporate Affairs Commission Regulations

---

[1]  Kindly note that registering a business name does not require share capital.

RIGHTS AVAILABLE TO AN ACCUSED PERSON IN A CRIMINAL TRIAL

 

More often than not, accused persons are not well informed about their rights and privileges under the law and they wouldn’t know the chances available to them. The basis of this discourse is to intimate the reader with the available rights and privileges that an accused is entitled to under the Nigerian law (i.e. The Constitution of Federal Republic of Nigeria 1999 as amended in 2011).

 When facing any criminal trial, it is the law that an accused must be accorded fair hearing and fair trial due to him and this must not be curtailled in whatever form.

Thus, prosecution of criminal cases is to be treated with great circumspect as the prosecutor is not to be seen persecuting the accused person who is not yet a convict but prosecuting with the intention of seeing that justice be done without any bias motive. In addition, respect for dignity of human life is to be taken into utmost consideration when the prosecutor is discharging his professional duties.

Briefly, I will be considering the rights that are available and that must be availed to an accused person in criminal prosecution as enshrined under the Nigerian Constitution.

1.    Right to fair hearing: An accused must be accorded fair hearing- Sec 36(1). And what can we say is fair hearing? This has been embodied in a twin rules principle of natural justice i.e. a person must not be a judge in his own case and secondly each of the party must be given an opportunity to be heard. To this end, the first cardinal principle is to the effect that an adjudicator presiding on the criminal trial must not be interested directly or indirectly in the case before him. In essence, a party in criminal trial should not be made to preside over a matter of which he is also an interested party. More importantly, the second principle is to the effect that every party in criminal proceedings must be given an opportunity to be heard in Court and seen to intimate their own side of the story which will give the court a full glimpse of what truly transpired.

2.    Right to speedy trial: It is the law by section 36 (4) of the Constitution of the Federal Republic of Nigeria as amended that criminal proceedings must be conducted within a reasonable time so as to do what is just and fair. This boils down to the principle which is to the effect that, justice must not only be done but must be seen to have been done. So an accused person is entitled to a speedy trial, so as not languish in jail unnecessary with respect to a case which he knows nothing about and at the same time not guilty of.

N.B It is to be noted that reasonable time in this instance largely depends on the circumstances of each case.

3.    Right to be informed of the offence committed: By virtue of section 36(6)(a) of 1999 FRN Constitution (as amended), an accused person must be promptly informed in the language he understands and in detail of the nature of the offence committed. This must be done at the earliest possible time in order to help the accused respond and/or put up a reasonable defence where necessary.

4.    Right to Counsel of his choice (Section 36(6)(c) of FRN 1999 Constitution (as amended): An accused person has a right to choose a counsel of his choice that will represent him and he must not be hindered in any form towards achieving this. As this will enable him competently defend him, by securing a counsel of his choice who can diligently handle his case. It is pertinent to note that if it is a capital offence it is a must he must be provided a legal representation before going into trial.

5.    Right to be afforded an interpreter where necessary ( Section 36(6)(e) of the FRN 1999 Constitution (as amended)- an accused person is entitled to an interpreter when it happens that the accused does not understand the language of the court(English Language). He is not permitted to pay for an interpreter because it is a right.

6.    Right to remain silent as guaranteed under Section 36(11) of the 1999 constitution as amended.  In essence what this means is that an accused need not give evidence at his/her trial, if he so wishes. This, however does not amount to admission as the court is entitled to draw necessary inferences.

To further buttress this fact, Justice Hugo Black once noted, in America, that the Defendant

“has an absolute, unqualified right to compel the State to investigate its own case, find its own witnesses, prove its own facts, and convince the jury through its own resources. Throughout the process, the Defendant has a fundamental right to remain silent, in effect challenging the State at every point to ‘Prove it!’”

***Excerpt from an article titled The Case against Plea Bargaining written by TIMOTHY LYNCH.

7.    Right to be afforded time and facilities to defend himself-Section 36(6)(a) of the 1999 Constitution of Federal Republic of Nigeria (as amended). The accused must be afforded reasonable time to prepare for his defence like adequate time to interact with his legal team and to secure witnesses which would enable him defend his case. Moreso, in any event, when his counsel is absent, the Court is obliged to grant an adjournment when necessary.

RUFUS ADEOLUWA OLODUDE Esq. (LL.B (Hons), BL)

Acknowledged Precedents:

 J.A Agaba, Practical Approach to Criminal litigation in Nigeria ( Abuja: Lawlords Publications, 2011)

F.J ONIEKORO, Practical Notes and Guides on Litigation (Enugu: Chenglo Limited, 2011)

Nigerian Law School Jottings (2012)