Blog

17
Jul

How to take advantage of Federal Government’s Tax Amnesty

The Federal Government recently announced a tax amnesty programme known as the Voluntary Assets and Income Declaration Scheme (VAIDS or “the Scheme). The Scheme is expected to run for nine months starting 1 July 2017 and is for all categories of taxpayers in default of taxes. An Executive Order for the administration of the Scheme has also been signed by the Acting President, Professor Yemi Osinbajo.

All entities are eligible to participate in the Scheme however in order to participate, business owners must have a full picture of the Scheme in order to take advantage of it. In this article, I have analysed things to know before, during and after participating in the Scheme.

Before participating……

1. If you have never registered for taxes or you have registered and paid taxes in some years but then stopped paying, or you have been paying less than you ought, this is your opportunity to pay your liabilities and walk away free from penalty, interest and prosecution. Those currently undergoing a tax audit and non-resident individuals and companies are also eligible to apply.

2. You must make full and frank disclosure of your tax liabilities. In this instance, if you are not aware of how much you have accumulate in tax debt, get your tax manager or a tax professional to assist with determining your liability. The tax authorities are also available to assist in this regard once you fill and submit your declaration form.

3. You can make declarations for any prior 6 years of assessment (i.e. 2010 to 2015 financial years) for any tax, as the Scheme covers all federal and state taxes including companies income tax, personal income tax, petroleum profits tax, capital gains tax, value added tax, stamp duties, tertiary education tax and NITDA levy.

4. There will be sensitization for professionals and taxpayers in general. About 7,500 Community Tax Liaison Officers (CTLO) are being recruited and trained for this purpose. Try to attend one of these sessions.

5. Read the FAQs section on the website, www.vaids.gov.ng to ensure that you are fully and completely aware of what is required of your business before participating.

……During participation

1. You must make use of the declaration forms on the Scheme’s website at www.vaids.gov.ng to make your declaration. There are forms for companies and individual (i.e. sole proprietorship and partnership) respectively.

2. If you have never registered for taxes, simply walk into any tax office (state or federal) and obtain a Taxpayer Identification Number (TIN). Use this to fill out the declaration form and the relevant tax authority (RTA) will take it up from there. Please note that TIN is free. You do not have to pay to obtain one.

3. If your business is a business name, your declaration form should be submitted to the State Internal Revenue Service closest to where your business is located. For a company, your form should be submitted to the Federal Inland Revenue Service’s office closest to your business or your usual FIRS office for filing tax returns.

4. Taxpayer have the option to spread the payment of outstanding liabilities over a maximum period of three years subject to any agreement reached with the relevant tax authority. However, any default of an agreed payment plan may result in interest and penalty.

5. Information provided on the forms will be verified by the RTA and they may call for further document and information. There may also require you to submit an amended declaration form if the need arises. Therefore, you must ensure that you are ready to completely expose your business activities to the tax authorities as this is what will be required of you under the Scheme.

Afterwards

1. The Federal Government (FG) has stated that any eligible taxpayer who fails to take advantage of the opportunity provided by the Scheme, shall upon its expiration, be liable to pay in full, the principal tax liability due, penalty and interest thereon. The taxpayer may also be subject of a comprehensive tax audit exercise and prosecution.

2. Taxpayers are expected to be fully complaint after the Scheme or they may forfeit the benefits granted under the Scheme. Therefore, be sure that your business is ready to be tax complaint after the Scheme so that your latter is not worse than your former.

3. Be assured that all information provided by the taxpayer under the Scheme shall be treated with utmost confidentiality in accordance with the provisions of the relevant laws.

We encourage you to take advantage of the Scheme to regularize your tax record as this may be a once in a business lifetime opportunity.

You can attend the Annual Tax Seminar, organized by Covenant Capital, which is holding on Saturday, 29 July 2017 at The Covenant Place, Iganmu to discuss this and other tax matters. There would also be a tax clinic run by tax professionals to attend to tax matters on a one-on-one basis.

15
Jul

3 WAYS TO MAINTAIN A POSITIVE CASH FLOW

As a business owner, what will you consider most important to the survival and growth of your business especially in a tough economy. Is it sales, profit or cash in the bank? While sales is good, profit-making is the reason a lot of us are in business. However, without a steady positive cash flow, the business may close up sooner than it started.

So what’s the difference between sales, profit and cash flow and why should you care? See our differentiation below:

Therefore, a positive cash flow means that;

• you are receiving more money than you are paying out, which is good for your business;

• your business is healthy; and

• your business can deal with unexpected expenses or outgoings that may come up during a month, without the need to rely on credit from suppliers or borrowing.

A positive cash flow also means the business assets are increasing, workers can be paid, debts can be cleared, capital for growth is available and the business is equipped to weather future financial challenges.

There are some simple ways to help you maintain a positive cashflow in your business. We have analysed 3 of these ways below:

1. Improve your receivables

The following techniques will be helpful:

• Offer incentives to clients/customers for early payment.
• Send out your invoices promptly and follow up promptly if payments are slow coming.
• Ask for deposit when customers make orders.
• Encourage a repeat business by using incentives such as discounts and loyalty bonuses to keep your customers coming back.
• Have a C.O.D (cash on delivery) policy for slow-paying customers
• Sell off old or outdated inventory for whatever amount you can get

Mind you at this point, you may have to analyse your customers list and do away with customers that do more harm than good for your business. You must understand that you do not have to service everybody. Master the art of choosing your clients and not them choosing you.

2. Watch your payables

Keep your eyes on your expenses. Any time you see expenses growing faster than sales, examine costs carefully to find places to cut or control them. Here are some tips:

• Ask for credit terms and stay faithful to it. Don’t pay it early or late.
• If you must pay in advance, ask for early payment discount
• Don’t select your vendor solely on basis of lowest price. If you compromise on quality you might pay twice as much to repair the damage.

3. Achieve a balance

• Don’t pile up your bills, it may accumulate so fast and so high
• Pay your taxes promptly and negotiate instalment payments where you can
• Resist the urge to offer ‘unsustainable’ large discount
• Pay yourself first and don’t finance personal expenses from the business purse
• Maintain a culture of cash savings (You can choose to set aside 10% – 20% of cash profit as emergency reserve)

Remember, the objective is to pay out less cash than you collect. Getting this right isn’t easy, but it’s very simple. Get paid as soon as possible, only spend money you have, and only if it will be used to help you make more money.

15
Jul

6 Important Points to Note in Software Agreements (Part 1)

One of the most interesting jokes that I have seen about the herculean task of software developers is illustrated in the above picture, yet the picture represents the dilemma of their work. That is why I have always emphasized that every software developer should take interest in learning the law (at least as it applies to them).
Are you a software developer and you are reading this piece? Below are 6 clauses that you must instruct your lawyer to note in preparing software agreements for your clients.
1. Do not give 100% guarantee that nothing would go wrong with your software. You probably will agree with me that something sometimes go wrong at some point. It is therefore important to have a balanced agreement with clauses that allows you and your client to share risk and responsibilities in a workable manner.

2. Correction of certain errors may take time, sometimes, you might need to deploy entirely new codes or even rewrite the software, so, do not agree to a fixed time within which to correct errors. The right thing to do is to provide in Agreement that your company will evaluate the extent of error and advice on the time frame within which the errors will be corrected.

3. Save yourself the headache of litigation by asking your lawyer to add problem solving clauses. Most times, we lawyers place emphasis on dispute resolution clause instead of problem solving clause by which parties to an agreement are made to work as a team in resolving problems. One of the beautiful things about working as a team to resolve problems is that you create a teaming bond with your client and avoid unnecessary confrontations which eventually may lead you and your client to the court room.

4. How would you feel, if your client identifies the staff that happened to be the brain behind the software and then lure him or her from your company? Terrible, I guess. Moreover, your team members may have access to the source code of the software- and that may be a top trade secret of your company. That is why you must have a clause against staff poaching by which your client agrees not to engage any of your staff for a period of time following the completion of the software.

5. Beware of the clients that are always changing their software specifications. One way to address such tendency is to insert a clause for software specification so that any proposed variation that amounts to an added task can be paid for.

6. When you have done all you can to keep a relationship and it seems that it has headed for the walls, your best bet will be to resort to third party intervention (mediation, arbitration, litigation etc.). Bearing in mind the technical nature of your profession, it is important that you opt for a dispute management mechanism by which the dispute settlers have considerable knowledge in your profession, and that necessarily means that you make court litigation your last option.

Other than the above suggested clauses, there are standard clauses which your agreement should have. In essence, the points listed in this article are not exhaustive and the peculiarity of each client’s specification may differ, it is therefore important that you seek advice from an experienced legal practitioner.

15
Jul

SYNOPSIS FROM THE PRESIDENCY’S EXECUTIVE ORDER AND POSSIBLE IMPLICATIONS FOR BUSINESSES

@lawunmiolatunji
Three executive orders were signed by the Acting President of the Federal Republic of Nigeria on the 18th of May, 2017. The orders have a strong potential to positively impact the operation of businesses in Nigeria, in the sense that when fully integrated & effected, they would help to eliminate bureaucratic bottle necks in government parastatals and result in a heightened ease of doing business in Nigeria. These should in turn attract significant tangible investments, both local and foreign investors.
The three orders are:
1. Executive Order on the Promotion of Transparency and Efficiency in the Business Environment.
2. Executive Order on Support for Local Content in Public Procurement by the Federal Government.
3. Executive Order on Budgets.
Executive Order One (Promotion of transparency & efficiency of business environment)
a) All MDA have been directed within 21 days to publish on website and conspicuously paste within their premises, embassies, commission, etc, an up to date;
• list of requirement or conditions for obtaining products and services within the MDA’s scope of responsibility,
• processing fees and timeline
b) Acceptance and rejection of applications which must be communicated with at least two (2) modes, including emails and publication on the MDA website, before the expiration of the stipulated time. All rejections must be given with reasons and records of such duly kept.
c) In addition is “the one government directive”. Applicants are only expected to provide photocopy of documentation in a case where another MDA is in possession of the original copy of same. “Direct verification or certification of the document is the responsibility of the originating MDA”.
d) A tourist’s or investor’s visa application must be granted or rejected with reason, within 48 hours. Processing and issuance of visas on arrival must be transparent.

Touting, loitering and bribery by officials and non-official is banned and punishable as only staff on duty is allowed at the port. Only designated dignitaries, whose names are on a pre-approved list can be received by protocol officers. Within 30 days, all relevant MDAs must merge their respective departure and arrival interfaces into a single customer interface. Also, all agencies at the Nigerian ports must harmonize their operations into a single interface within 60 days and provide a weekly update to bureau of statistics.

There’s an order for every port to dedicate an export terminal for agriculture products within 30 days of this Order, and Apapa Port resuming a 24- hour operations within 30 days of the issuance of this Order.
e) All registration process at the CAC are ordered to be fully automated through its website, from start to completion of application, including the availability of an online payment platform.

Executive Order Two (Support for Local Content in Public Procurement by FGN)
f) All MDAs of the FGN are mandated to procure at least 40% of their requirement of some specific locally made goods and services.
g) All solicitation documents (invitation to tender) for the supply or provision of goods and services shall expressly indicate the preference for local manufacturers, contractors and service providers.
h) All Solicitation Documents shall require bidders to provide a verifiable statement on the local content of the goods or services to be provided.
i) All heads of MDAs are mandated within 90 days to;
a. assess the monitoring, enforcement, implementation, and compliance with this Executive Order
b. propose further strategies to optimize and enshrine the procurement and principal use of indigenous goods and service
c. submit the proposed to strategy to the Minister of Industry, Trade & Investment
j) Within 180 days of the date of this order, the Minister of Industry, Trade & Investment shall submit to the President, a report on the Made-in-Nigeria initiative.

Executive Order Three (Budgets)
This order focuses on preparation of adequate and detailed budgeting by all MDAs.
k) Budgets are to be prepared in addition with a three-year financial model in conformity with the national plan and the financial and budgetary regulations, and are to be submitted to the Minister of Finance and Minister of Budget and National Planning.
l) Heads of ministries, agencies and government owned companies must supervise the process of preparation, harmonisation and collation of budget and take must take full responsibility of any failure to comply with this order.
m) No payment shall be made in respect of any capital or recurrent liability of an Agency, other than payment of due salaries and allowances.
n) Any revenue or other funds of an Agency in excess of the amounts budgeted and duly expended shall accrue to the consolidated revenue fund of the Federal Government.

Each one of the orders is set to make things better, nonetheless there are chances that the order which focuses on improving transparency and efficiency in the Ministries Departments and Agencies (MDA) of the Federal Government will have a very significant impact.

9
Jul

4 ways to earn and save money during a recession

7460432758_3beda3064f_oThe sheer ingenuity of how some people seem to be smiling to the bank in this recession while others seem to be falling into depression, compelled me to share these 4 tips that have helped me make money in the current economic condition in Nigeria. I hope that these tips help you also to make some big bucks in this recession.

1. Trim your expenses by trimming your personal staff

My Indian friend and I always make fun of how we live like queens in a third world country. However, at one point, I realised that I had several people in my house on my payroll, people who contributed to the reduction I noticed in my monthly income.

I had a security guard, a gardener, a house help, a nanny, a personal trainer and a driver. I soon discovered that not only were this people contributing nothing to my household income, they were in fact contributing to my weight gain. Therefore, I decided that I needed to review the functions and usefulness of my domestic staff.

So the first thing I did was to let my driver and personal trainer go. I started driving myself and spending more time playing with my children as a form of exercise. I downloaded Google map and joined a car pool. As a result, I was able to cut down my car expense by about 60%. My need to meet up activity time with my children made me realise that doing some activities added more value to my weight loss plan than the bi-weekly kick-boxing I spent my hard-earned money on. Therefore, up next was my house help and gardener. Thereafter, the security guard had to add gardening and car wash to his duties to remain on my payroll.Needless to say, I have not been this trim financially in years.

As a business, there are several things and people on your payroll that are not needed especially for a small business. Why would you have an office assistant as one position and a cleaner as another position? Why have an employee as a permanent staff that you only need at certain times in the month or year? It would save you a lot in staff costs if there is a review of your business payroll to determine who to retain and who to let go. In the end, your business will either sink or swim in a recession depending on the actions you take.

2. Put down the Internet

The cell phone has become a major expense for most people. The money you spend on airtime and data would make sense if it improved your business in some way. I as an individual decided that I would research and do mobile packages that gave me the best in terms of airtime and data at the lowest cost. Then I prepared a schedule of how I would spend my time on the phone. So I not only have more time to focus and to do things that brings me better return on my investment, I also save money.

For a business, all telephone service provider have a cheaper plan for businesses that you can take advantage of. Also, evaluate if you need a 30G monthly data for all members of staff in your company if you are not an e-commerce company. Would it perhaps be better to have individual Wi-Fi for each staff member? It may help to monitor how much data and airtime each person uses.

3. Say No to that equipment

Most start-ups in Nigeria start out by buying all sort of things they do not need. Such items like renting an office space, buying furniture and electronics. Why do you need an office space for a two-man company when you have a 3-bedroom apartment with only you as the occupant? Why does your company have an office car if your company is an IT company? Do you really need a 20kg packaging machine that costs thrice as much as the 5kg machine?

If you would just say “no” to the cravings of shiny new items at the start of your business and focus on growing the business, you will reap the benefits. Therefore, you should be focused on putting your profit back into your business at least for the first three years.

4. Backward integration cannot be over-emphasised

Backward integration is a business model whereby a company takes direct control of how its products are supplied. For example, a company may buy another company that previously supplied its raw material. That is, a butcher may own a ranch so that he does not have to buy slaughtered animals from an outside ranch. Another example is a bakery business having a wheat farm where it uses the wheat to make the flour for the products in the bakery.

Most businesses in Nigeria need to start exploring the possibilities of backward integration. There is so much cost savings potential here. For example, producing the raw materials you use in your business instead of importing them will save you import duties and the associated costs and also spare you the head ache of looking for foreign exchange. Patronising local producers in Nigeria is also another option to explore.

In summary, as a business you must be aware of your business operations and processes to enable you to spot opportunities for cost cutting in this recession. Also, recognise when to invest more money into your business and when to hold back. This would save you and your business a lot in the future.

1
Jul

7 Ways I.T. Professionals (and Others at Large) Can Protect their Ideas from Pirates

Eyitayo Ogunyemi
@eyitayolaw

Years ago, people suffered from the menace of high robbery incidence, but these days, theft of intellectual materials is more rampant. There is therefore a need for owners of creative works to know how they can protect their works from intellectual thieves (otherwise known as pirates).
Before more, let me establish one fact straight away- an idea is worthless until expressed in a tangible form. That is why this article focuses on what you should take cognizance of in the process of turning your idea to a finished worked.
I pitched on I.T. professionals in this article because theirs is the most difficult to handle. For one, the internet is the most unregulated society and that is where I.T. professionals showcase their works. Secondly, when those works get copied by pirates, millions are lost.
I do not guarantee that your work will not be pirated if you follow the suggestions in this article, but I assure that you will be placed in a better position to establish your ownership and defend your claims against any pirate.
Briefly stated below are seven things you can do to establish the ownership of your works and thereby prevent them from being pirated:
1. If you are a software developer or you are into programming and coding, embed your name in computer codes that you generate so that if you need to prove ownership, you are not left stammering.

2. Keep the master copy (initial design) of your work. If you have a lawyer, seek his or her counsel for safe custody.

3. If you have support team that is working with you on the task of creating the work, ensure that they sign an agreement which recognizes you or your company as the owner of the work to be invented. Truth be told, it is easier to get your support team to sign such agreement at an early stage than when your work starts to attract millions of hard currencies.

4. Ensure that your support team signs confidentiality agreement so that they are under legal obligation to keep your apparatus secret especially when they choose to move on.

5. When you launch your invented work, remember to mention that the work is your copyright. Simple way to do this is to use the symbol “©” with your name or that of your company and the year the work was invented. For example “©Eyitayo Ogunyemi 2017”.

6. Register your ownership of the work with relevant government agency. While this is not what primarily gives you ownership right, it gives a better assurance that the work is yours.

7. Imprint your trademark in the finished work. This makes it easier to establish your ownership in case of dispute. Remember however to first register your trademark with the relevant government agency.
After you have established your ownership of the work following the highlighted steps, you can give license to people to use the work in exchange for a token or even figure out other ways to generate money from the use of the work.
Most importantly, do not release your work to the public without first protecting your ownership of it one way or the other.

26
Jun

CREATING SURPLUS VALUE FROM ‘DEAD CAPITAL’

Obafemi Darabidan
@femidarabidan

A news correspondent once asked a Somali nomad how much his house cost. The nomad found the question slightly baffling. He explained that he had built it himself, with materials he had on hand. The walls were made of sticks, woven together and curved into a dome. For protection against rain and sandstorms, he had laid animal hides over the top and lashed them down. He could not say how much the dwelling was worth, because it would never have occurred to him to sell it. When he moved away in search of better pasture, he simply dismantled his house, loaded it onto a camel’s back and took it with him.

Hernando de Soto (De Soto), a famous Peruvian economist known for his work on the informal economy, defined dead capital as “an asset that cannot easily be bought, sold, valued or used as an investment”. De Soto’s work showed that even those who live in slums possess far more capital than anyone realizes. These possessions, however, are not represented in such a way as to make them fungible assets i.e. exchangeable assets. These assets therefore cannot create value for the owners thus they are ‘dead capital’.

De Soto in his book titled “The Mystery of Capital” revealed that most people in third world countries are not as impoverished as portrayed. He found out that the total value of untitled real estate (land) held by the poor of third world and former communist nations is at least US$9.3 trillion. Furthermore, De Soto estimated that the total value of Africans’ informally owned houses and farmland in 1997 was roughly US$1 trillion. These assets are not captured in any land registry known to the legal or financial system in those countries. They are only in possession but not legally recognized to be owned by them. Therefore, these peasants are unable to exercise transferable (ownership) interests and rights in these assets as financial capital in the form of collateral/guarantee for loans, secured assets (asset securitization) or as capital contribution to a partnership.

In the same way, SMEs in Nigeria invest a lot of capital in the form of factors of production (land, labour, financial and intellectual capital) into their business, however they still do not generate as much value (profits) as the capital invested. This is because the capital employed in the business is dead and has not been activated. Some SMEs are afraid to approach a financial institution for a loan because they are not even aware of the capital they possess that they can exchange as collateral for the loan. Some entrepreneurs are selling their business/companies for far less than it is worth because they are not aware that the value of a business is not only the cash in the bank and the business premises. Client list, business name, softwares, equipments and even employees are all capital of a business that has value and can be sold. On the other hand, how can you sell what you do not know exist?

Recently, the Acting President Yemi Osinbajo signed into law, the Secured Transactions in Movable Assets Act, 2017 (otherwise known as Collateral Registry Act). The Act ensures that Micro, Small and Medium Enterprises (MSMEs) in Nigeria can register their movable assets such as motor vehicle, equipments and accounts receivable in the National Collateral Registry and use same as collaterals for accessing loans. This, in turn, will increase their chances at accessing finance and thereby tackle one of the major obstacles faced by MSMEs. However, the question remains – how many SMEs are ready to tap into this potential? That is, how many SMEs have properly documented capital to register at the Registry?

In order to ensure that you are generating value from your capital, you must ensure that it is formally or legally represented and traceable to a functional institution, department or agency recognizable at law. Dead Capital is any form of capital without formal or legal representation. Capital is given life only when it is represented in writing by a recognised authority established by law.

Some practical ways of ensuring your capital is titled or formally represented to enable your business have access to incentives and financial capital include the following:
1. Business name registration with the Corporate Affairs Commission;
2. Software/Intellectual property/Patent registration with the Trademarks, Patents And Designs Registry, Federal Ministry Of Industry, Trade and Investment;
3. Product registration with the National Agency for Food and Drug Administration Control (NAFDAC) and Standard Organization of Nigeria (SON) for product imported into Nigeria;
4. Certificate of Occupancy or registered Deed of Assignment with the Land Registries in all States;
5. Motor vehicle registration with the Federal Roads Safety Commission;

6. Equipment registration (with value above NGN 500,000) with the Industrial Inspectorate Division of the Federal Ministry Of Industry, Trade and Investment;

7. Preparation of a statement of affairs such as cash flow, profit or loss and statement of financial position; and

8. Bank Verification Number

Remember as faith without works is dead so also capital without legal ownership is dead. Therefore, in order to create that confidence in investors to invest in your business and financial institutions to make credit available to you, you must bring to life every capital in your business no matter the size or type.

19
Jun

How to make SMEs Effective in Nigeria

Obinna Ukachukwu
@Ukachukwuwrites

Objective statistics shows that SMEs are over 90 per cent of the businesses in Nigeria and they contribute up to 45 per cent of GDP. This is despite being underfunded and unstructured.
When you consider that the current value being derived from SMEs is substantial despite the fact that most of them are subsistence/micro businesses, then you can begin to imagine how big this opportunity will become if they scaled up just one level.
The biggest challenge in terms of financing SMEs in the country is the fact that SMEs do not have the ability to scale to an extent where bank debt will make a meaningful impact. This prevails because of lack of proper financial education of SME operators, Lack of good corporate governance and business structure and Lack of access to equity – our markets for equity is not very developed.
A few SMEs recognize the challenge, whilst many of them believe that the banks should solve their problems, this is mostly because they do not understand that the nature of bank loans do not accommodate an appetite for funding start-ups or for giving loans that behave like equity. Despite increased attention and support for SMEs by banks and the CBN, most SMEs out there still have this perception that the banking industry is not favourably disposed to SMEs. In other to correct this impression, SMEs need constant education on how the economy runs. If the banks lower their appetite for risk and fund the businesses with poor structure and governance, the loans will go bad, shareholders’ funds will be eroded, and the cycle will hurt SMEs even more.
There are however alternative solutions for SMEs which can be facilitated by banks or any other stakeholder in SME ventures. SMEs can be assisted through business trainings/capacity building programs, business incubator can be set up to cater for handholding businesses, a mentoring platform can be created for entrepreneurs so as to open them up to business best practices as well as provide market access.
In addition to the above, there is however still a need to work at developing alternative sources of funding apart from commercial bank debts. Banks collaborating to set up various pockets of SME entrepreneurship funds might help meet the need for patient capital which commercial bank debts can then ride on.
In the interim, start-ups and SMEs in general can take advantage of intervention funds such as the You-Win initiative and other government driven funding opportunities.

12
Jun

Amazing Differences between Business Name and Limited Company Registration in Nigeria

Eyitayo Ogunyemi | @eyitayolaw
One of the questions that I usually ask my students during my training sessions for Entrepreneurs is for them to tell me what they understand by a Limited Liability Company and a Business Name, and why they will choose the business option that they are opting for.

Unfortunately, I usually do not receive an answer that captures the basic differences, and it is unfortunate too that many Investors have chosen their business option without proper guidance.

This article proffers keynote differences between a Business Name and a Limited Liability Company in Nigeria. The points stated below are not exhaustive, but they constitute some of the basic differences between a Limited Liability Company and a business name under the Nigerian Law:

DIFFERENCE NO 1:
DO YOU WANT YOUR BUSINESS TO BE YOU OR DIFFERENT FROM YOU?

Business Name: A Business Name is the name and style with which you trade; remember that it is just a “style”, and it is therefore not different from you. Being a mere style, the business does not assume a separate legal entity; cannot sue, nor be sued and properties cannot be purchased in the name of the business.

Another point that you can identify with the above is that, when the owner dies, the business also dies (since in the first place, it does not have a life of its own).

Company: The moment your Company is registered, it becomes a separate entity different from you (otherwise known in law as an “Artificial person”). The best way to understand this severance process is to consider pregnancy, and delivery process- once a child is born, the child has an independent life; can grow, stand alone (with time), and even die. The process of the growth of the child is not hinged, as such, on that of the mother.

By implication, ‘your company’ is considered to be different from you after registration; you can be broke while the company is rich, and the death of the founder does not necessarily mean the death of the company, because the company has a life of its own.

DIFFERENCE NO 2:
DO YOU WANT TO RUN A ONE MAN BUSINESS? ONLY A BUSINESS NAME WILL DO.

Company: If you intend registering a company, it takes two or more persons to form the company. The popular form of company is “Company Limited by Shares”, and at least two people must subscribe to being shareholders in the company.

Business Name: If you are interested in running a one man business where everything will revolve around you and you alone, registration of a Business Name may be suitable.

Note however that you can also register Business Name where you and any other person intend to operate as partners.

DIFFERENCE NO 3:
DO YOU WANT THE VALUE OF YOUR INVESTMENT TO BE STATED IN THE PUBLIC DOCUMENTS OF YOUR PROPOSED BUSINESS? A COMPANY MAY BE YOUR BEST OPTION

Company: If your level of ownership, stake, investment, or interest in your proposed business differs from that of your co-investors and you want this to be recorded publicly, you may choose to incorporate a company (i.e. Limited Company).

Business Name: If you register a Business Name, your level of ownership, stake, investment, or interest will not be publicly recorded. If for any reason you prefer to register a Business Name and you want the extent of your ownership, stake, investment, or interest to be clearly spelt out, you can do this preparing a Memorandum of Understanding between you and your partners. You may consult your choice Legal Consultant for further information.

DIFFERENCE NO 4:
DO YOU WANT AN EXISTING COMPANY TO OWN SHARES IN A BUSINESS THAT YOU ARE ABOUT TO START? ONLY A COMPANY REGISTRATION WILL BE SUITABLE

Company: If you operate a company that is registered, and you want that company to own shares in a business that you are about to register, or you are a foreign investor with a company already registered in your Country, you may choose to register the intended business as a Company and then purchase shares for the existing company from the allotted shares of the proposed company.

If the existing company is however undergoing a process of being wound up, it cannot join in the formation of the company to be incorporated.

In a like manner, if you already have a company in operation and what you intend to register is a Business Name but you want your existing company to have a stake in the Business to be registered, you can give instruction to your Legal Consultant to record the existing company as a partner in the new Business Name to be registered.

Business Name: You cannot use your Business Name (as an entity) to own shares in a company neither can you start a partnership in the name of your registered Business Name.

For non- Nigerians (aliens) and foreign companies seeking to do business in Nigeria, once you have complied with Nigerian laws regulating the rights and capacity of aliens who want to undertake or participate in trade or business in Nigeria, you will be allowed to join in forming company in Nigeria.

DIFFERENCE NO. 5:
IF YOU HAVE MORE THAN 20 PARTNERS, YOU MAY HAVE TO REGISTER A COMPANY

Company: Where a business is intended to be carried on as a partnership, and the partners are more than 20 people, the business can only be registered as a company but not as a business name.

Business Name: You can register these three businesses as a business name notwithstanding that the partners are more than 20 are;

a. Co-operative Societies registered under any law in Nigeria;

b. Partnership of more than 20 Lawyers each of whom is qualified to practice as a lawyer in Nigeria; or

c. Partnership of more than 20 Accountants each of whom is qualified to practice as an accountant.

DIFFERENCE NO. 6:
IF YOU HAVE MORE THAN 50 INDIVIDUAL INVESTORS, YOUR ONLY OPTION MAY BE TO START A PUBLIC COMPANY.

Company: Where the total number of persons who intend to own the shares of a proposed company is more than 50 people, the company can only be registered as a public company. In other words, a private company in Nigeria must not have more than 50 shareholders.

There are exceptions to this rule; for instance, where an employee becomes a member/shareholder upon his employment, or where the employee continues to be a shareholder during and upon the expiration of his employment; his tally may not be taken for the purpose of numbering the 50 members.

Consider the following illustrations:

1. If AZ Private Company has 50 shareholders and Bob was given a number of shares in AZ Private Company upon his employment, he is not going to be numbered as Number 51 shareholder; rather, the number of shareholders will still stand at 50 in the eye of the law.

2. In a similar vein, if Bob continues to hold shares as an employee until he stops working for AZ Private Company, and he continues to own the shares after his employment, he is not going to be numbered for the purpose of counting the 50 benchmark.

3. Two or more people, or even an Association or a Group can invest in a company jointly. They are treated as a single member for the purpose of numbering the members of the company. It is however important that your Association or group must have been registered under the appropriate law.

For further information under this heading, you may check my article titled: How to Register Your NGO, Church, Mosque, and Other Associations with Corporate Affairs Commission (C.A.C.)

DIFFERENCE NO. 7:
THE STATUS OF YOUR KEY INVESTORS DETERMINE THE KIND OF BUSINESS ARRANGEMENT

Company: In a company arrangement, your shareholders are considered as the joint owners of the company. The shareholders elect the Board of Directors who are responsible for the daily affairs of the company and also give periodic account of management to the shareholders.
Note however that a shareholder may also be a director or even the company secretary.

Business Name: In a Business Name arrangement, there is no clear-cut difference between the business holder and the director because in most cases, the director is the owner of the business.

CONCLUSION:
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This article has been designed for information purposes alone and is not intended to take the place of a legal advice. Readers are therefore advised to seek proper legal advice.

2
Jun

5 PRIORITY AREAS THAT WILL CHANGE THE FUTURE OF THE NIGERIAN ECONOMY – VICE PRESIDENT’S SPEECH AT THE PLATFORM NIGERIA 2017

The Acting President (Ag. President) of the Federal Republic of Nigeria, His Excellency, Professor Yemi Osibajo (SAN), was the Keynote Speaker at The Platform Nigeria organized by Covenant Christian Centre, which held on May 1 2017.

In his speech, the Vice President discussed the Nigerian Economic Recovery and Growth Plan (NERGP), the progress made so far and future reforms by the Federal Government (FG). The discussion centered on the five critical priority areas needed to achieve economic recovery and growth in Nigeria. These priority areas are:

Stabilizing the macroeconomic environment

Delivering agricultural and food security

Energy sufficiency which is adequacy of power and petroleum products, improving transportation infrastructure

Driving industrialization through small and medium scale enterprises

Delivering an effective social investment programme

These five priorities and their key reforms, as expounded by Professor Yemi Osibajo in his speech, are summarized below:

Stabilizing the macroeconomic environment

In stabilizing the macro-economic environment, the FG has focused on aligning fiscal policy with monetary policy and nudging the Central Bank of Nigeria (CBN) towards the objective of more market determined exchange rates. The FG is also working on replacing the 41 items not valid for foreign exchange with a more trade policy-driven restrictions taking into account those items that are required and locally unavailable raw materials.

It is important to note that the CBN had recently released a circular on thirty-six (36) items that are now valid for foreign exchange (Forex). These 36 items are items that hitherto were not valid for Forex, but are now valid. This new circular is one of the windows established by the CBN for Small and Medium Enterprises (SMEs) to provide access to Forex and ease pressure on the market.

In addition, the FG is in the process of obtaining intervention fund for agriculture through the Bank of Agriculture, and for SMEs through the Bank of Industry, as a means to reduce the high interest in the economy which is also reflective of the high inflation rate in the country. There is also the Development Bank of Nigeria which is the main vehicle for intervention banks. Furthermore, Professor Yemi Osibanjo explained that reducing the interest rates will involve borrowing less from the domestic market, however at the moment, the FG is borrowing substantially from the domestic market which is expected to change in the future.

Delivering agricultural and food security

As part of the Federal Government (FG) plan to diversify the Nigerian economy from over dependency on oil revenue, the FG proposed to achieve three objectives in diversifying into agriculture.

First is the provision of the right inputs, equipment and finance which is expected to increase the yield of farmers. The CBN Anchor Borrowers Programme has provided finance for thousands of farmers, which has resulted in increased local production and in fact, local production of rice has tripled as a result. In addition, a major problem before now was the milling of rice paddy. However, FG supplied 200 mills of various sizes to farmers with a combined effort of the public and private sector to address this issue.

Secondly, FG has sought to provide improved seedlings to farmers including rice seedlings. Thereafter, farmers would be taught simple farming practices that improves crop yield. Both Kebbi State government, IITA and Jigawa State have run excellent rice seed improvement programmes that have been of tremendous benefit. Some of the other initiative under the seedling programme are improved wheat and maize production as well as maintaining our position as Number 2 in sorghum production in the world.

The third objective is the provision of fertilizer. In 2017, there will be a major revolution in the fertilizer sector because the Presidential Fertilizer Initiative came up with a design to solve the problem of obtaining fertilizer once and for all. The Ministry of Agriculture produced a soil map for the country that determined the pattern of fertilizer distribution and this helped a great deal. Using the disaggregated soil maps, the FG was able to provide fertilizer for each soil type in different states in Nigeria. Prior to this, there was no map and fertilizers were given indiscriminately. However, after this initiative, the yield increased from 2 tonnes per hectare to between 4.5 and 9 tonnes per hectare. Also, the FG provided a concessionary working capital loan for Nigerian-based blending plants to enable them produce fertilizer locally.

The next phase of the FG agricultural diversification is the plantations of tree crops such as, cocoa, cashew, shea-butter, coconut, sesame seed, soya bean, pineapple, banana, cassava and sugar cane. These are expected to improve the revenue generated from agriculture.

Energy sufficiency

One of the important sector the FG is determined to reform is the Power Sector. The major problem has been that the private sector players have not been able to invest in the critical areas of metering, and others that guarantee improvement in the sector. Other issues include complaint about the inability to generate enough revenue to break-even due to lack of a cost-effective tariff and illiquidity in the energy generation, transmission and distribution value chain.

The Federal Executive Council (FEC) had on the 1st of March 2017 approved ₦701 billion CBN facility as a payment guarantee for Nigeria Bulk Electricity Trading Company (NBET) to guarantee payments to the power sector and in turn improve power supply. This fund will be provided to NBET at a 10% interest per annum; the Federal Ministry of Finance would in turn guarantee the repayment of the principal and interest. Indicative data presented by NBET indicates that NBET intends to pay a flat-rate of 80% of the January-2017 generation invoice. This is a good signal, representing the FG keeping to its word.

The FEC also approved that FG continue discussions with the World Bank Group (WBG) with the objective of securing financial support of US$2.5 billion for the power sector. After discussions with the WBG, the Power Sector Recovery Implementation Program (PSRIP) was created. The PSRIP will address issues such as liquidity, transparency, energy sufficiency and governance in the power sector

Driving industrialization through medium and small scale enterprises

In driving industrialization and focusing on MSMEs, the focus has largely being on creating an enabling environment for doing business in Nigeria. Many Medium, Small and Micro Enterprises (MSMEs) complain about the difficulties of obtaining financial and other assistance from government agencies responsible for one approval or the other relevant for their businesses.

As a result, the FG launched the MSME clinics across Nigeria to inform government agencies about their role as facilitators of business not obstacles. At this clinics, small business owners meet with the relevant government agencies to ask questions and deal with issues on the spot if possible.

In terms of industrial infrastructure, the FG is focusing on improving existing Special Economic Zones, and establishing new ones. ₦50 billion has been set aside in the 2017 budget for the existing free trade zones. The plan is to accelerate the implementation of the National Industrial Revolution Plan (NIRP) through the special economic zones. The zones will focus on priority sectors to generate jobs, promote exports, boost growth and upgrade skills with an objective of creating 1.5 million jobs by 2020.

Growing the digital industry and innovation has also been a priority for the government. After the Aso Villa Demo Day, 30 out of over 4000 innovators emerge and the presidency in collaboration with the World Bank through the GEM programme, further selected 81 innovators through a competitive process. These innovators were provided funds for their businesses through the ₦756.3 million fund set aside for the project.

The FG is also promoting innovation hubs in 6 geo-political zones in Nigeria. The hubs are essentially to provide training for a wide range of technology related skills, empowering youths for entrepreneurship and employment.

Delivering an effective social investment programme

The National Social Investment Programme (SIP) was introduced by the FG in 2016. The programme covers the following:

Homegrown School Feeding Initiative which is targeting 5.5 million primary school people in all the states of the federation from primary 1-3. Eleven states are set to fully start the scheme which would involve feeding 3.5 million school children.

Job Creation Initiative aimed at training 500,000 university graduates, who would be deployed to work in their local communities as teachers, agriculture workers and health support workers. The graduates would be receiving a monthly stipend of ₦30,000 monthly for a period of two years.

Conditional Cash Transfer Initiative, where one million caregivers would be given ₦5,000 monthly for a period of two years. The focus would be on the extremely poor and vulnerable in our society and special emphasis is on the North Eastern part of the country where there are a lot of Internally Displaced Persons.

Enterprise Promotion Programme, which is a loan scheme handled by the Bank of Industry. The loan would be available to 1.66 million people, made up of market women, traders, artisans, small businesses and youths and would be from ₦10,000 to ₦100,000.

The next phase of FG reform is anchored on three pillars which are deepening existing reforms, initiating sub-national reforms, which will culminate in the sub-national ranking of all 36 states and the FCT in 2018 and introduction of a new reform area “Trading within Nigeria”, which will push initiatives aimed at improving business processes and regulations within Nigeria, and ease the movement of goods within the country.

Based on the above, the Vice President concluded that the opportunities are limitless for Nigeria, our population is young, vibrant, bolder, more creative and more entrepreneurial than the youths of any other country in our region. Therefore, we must not allow the failures of the past to hold us down or become an excuse for our failure. We must lead and shape the future as the future is already here.