01/07/2021
Let us look at some Rules and Regulations governing business operations in Nigeria;
Some Rules and Regulations of Business:
1. Registering a Company or Business Name or Association
The primary law governing companies and businesses in Nigeria is the Company and Allied Matters Act (CAMA). It deals with the various types of company structures, eligibility, process for registration, and rules for operation of the business.
The regulatory body that is in charge of implementing the provisions of the CAMA is the Corporate Affairs Commission (CAC).
The various business structures allowed in Nigeria are – registered business name, companies limited by shares, company limited by guarantee, unlimited company (all companies may be private or public), and incorporated trustees (Associations, Churches and NGOs).
For you to register your company or business, these are the requirements to register unless said otherwise for small businesses:.
• A company must have a minimum of 1 member, and a maximum of 50 members
• Founding members must not be – under the age of 18 years old (unless at least 2 other members are over the age of 18)
• The current minimum share capital of a company to be registered in Nigeria is N100, 000
What documents do you need for incorporation?
• Memorandum and Articles of Association
• Notice of registered address of the business
• List, particulars, and consent of the first Directors of the company.
Upon successful registration, the company is presented with a Certificate of Incorporation or Business Name or Registered Trustees.
2. Trademark Registration Law
A trademark is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs, that identifies and distinguishes the source of the goods of one party from those of others.
Once a trademark is registered, it enables the trademark owner to amongst other things- take legal action against anyone who uses the registered mark without permission, sell and/or license the registered trademark and allows the owner to legally put the ® symbol next to the brand – to show ownership and warn others against using it.
In Nigeria, the legislation, which governs the registration of trademarks, is the Trade Marks Act (and the Trade Mark Regulations made pursuant to it).
The government agency that is in charge of the registration of trademarks is the Trademarks, Patents and Designs Registry, Commercial Law Department, Federal Ministry of Industry, Trade And Investment.
What Really Needs A Trademark Registration?
Device, brand, heading, label, name, signature, word, letter, numeral, or any combination thereof;
For it to be eligible for registration it must contain or consist of at least one of the following essential particulars –
• The name of a company, individual, or firm, represented in a special or particular manner;
• The signature of the applicant for registration or some predecessor in his business;
• An invented word or invented words; a word or words having no direct reference to the character or quality of the goods, and not being according to its ordinary signification a geographical name or a surname;
• Any other distinctive mark
In order to have exclusive use of your trademark, it is pertinent that you register it. Unlike with copyright, protection does not vest automatically in the owner. Not registering a trademark would mean that you do not have exclusive right to use it.
The Process for Registering a Trademark:
The Trademark registration process can be broken into 3 general stages:
• Availability Search – Here a search has to be done to determine if your trademark already exists or not. The outcome of the search will help you determine whether the proposed mark may be registered or not.
• Trademark Application – If there is no similar mark, you can then apply for registration. If the application is deemed registrable, the registry issues a Letter of Acceptance that serves as an approval in principle. After the acceptance has been issued, the mark is advertised in the Trademarks journal published by the Trademarks Office.
• Application for Certificate – Once the proposed mark has been advertised, an interested party may oppose the registration of the mark within 2 months of the advertised journal. If the mark is not opposed within 2 months, you may then apply to the Registrar for a Trademark Certificate.
A trademark is valid for an initial period of 7 years, and then for further renewable 14-year periods.
3. Insurance Laws
Getting the required insurance coverage is an important part of setting up a business in Nigeria. There are a number of mandatory insurance policies that businesses have to obtain in order to lawfully operate in Nigeria.
These compulsory insurance policies are those that are mandated to be taken out by the relevant laws for the protection of third parties and the general public.
• Statutory Group Life Insurance
• Builders Liability Insurance
• Occupiers Liability Insurance
• Employee Compensation Contribution
• Motor 3rd Party Liability
4. Paying of Taxes
Nigeria is a Federal State, and as such all the different levels (Federal, State, and Local) have taxing powers. Although we will list the federal taxes, as they are applicable in all states of the Federation.
The Taxes and Levies (Approved List for Collection) Act, CAP T-2, Laws of the Federation of Nigeria (“LFN”), 2004 provides a list of the taxes that each tier of government can charge in Nigeria.
• Companies Income Tax
• Personal Income Tax
• Capital Gains Tax
• Tertiary Education Tax
• Value Added Tax
• Information Technology Tax
Each tax is administered by the Federal Inland revenue service.
Conclusion
Before starting up your business or while in the course of running your business, you have to take note of these rules and regulations which are the prevailing laws about business in Nigeria.
So in order to avoid any embarrassment from regulatory bodies, do the needful as pertaining to your business.
