Methods of conducting business

Methods of Conducting Business All business enterprises must be registered with the Registrar-General of the Corporate Affairs Commission (Registrar of Companies). A foreign investor wishing to set up business operation in Nigeria should take all steps necessary to obtain local incorporation of the Nigerian branch or subsidiary. Business activities may be undertaken in Nigeria as a : (i) Private or Public limited liability company; (ii) Unlimited liability company; (iii) Company limited by guarantee; (iv) Foreign Company (branch or subsidiary of foreign company) (v) Partnership/Firm; (vi) Sole Proprietorship; (vii) Incorporated trustees; (viii) Representative office; INCORPORATING A BUSINESS ENTERPRISE: The Companies & Allied Matters Act Legal Framework for Business Activities The Companies and Allied Matters Act and Incorporation Procedures The Companies and Allied Matters Act, 1990 (the Companies Act) is the principal law regulating the incorporation of businesses. The administration of the Companies Act is under-taken by the CORPORATE AFFAIRS COMMISSION (CAC) and its functions include: (i) the regulation and supervision of the formation, incorporation, registration, management and winding up of companies. (ii) the maintenance of a Companies Registry; (iii) the conduct of investigation into the affairs of any company in the interest of share-holders and the public. Minimum Share Capital and Disclosures in Memorandum of Association The minimum authorised share capital is N10,000 in the case of private companies or N500,000 in the case of public companies. The Memorandum of Association must state inter-alia that the subscribers “shall take amongst them a total number of shares of a value not less than 25 per cent of the authorised capital and that each subscriber shall write opposite his name the number of shares he takes.” The law permits and acknowledges the roles of attorneys and other relevant professionals in facilitating business transactions provided, of course, that this “agency arrangement is disclosed". Membership of the Company - Prohibition of Trusts The Companies Act prohibits “notice of any trust, express, implied or constructive” and such shall not be entered on the register of members or be receivable by the CAC. Shares - All categories of company shares to carry one vote. Shares with “weighted” voting right are prohibited. All shares (i.e. whether ordinary or preferential) issued by a company must carry one vote in respect of each share. Consequently, preference shareholders are entitled to receive notices and attend all general meetings of the company and may speak and vote on any resolution before the meeting. Disclosures To Be Published In Company Correspondence and Business Premises Every company is obliged to disclose on its letterhead papers used in correspondence, the following particulars: (i) Name of the company/enterprise; (ii) Address; (iii) Registration/Incorporation Number; (iv) Names of Directors and Alternate Directors (if any) In addition, the law requires companies/enterprises to ensure that the Certificate of Registration be displayed in conspicuous positions at their principal and branch offices. INCORPORATING A BUSINESS ENTERPRISE: Operations of Foreign Companies in Nigeria Legal Framework for Business Activities Operations of Foreign Companies in Nigeria A non-Nigerian may invest and participate in the operation of any enterprise in Nigeria. However, a foreign company wishing to set up business operations in Nigeria should take all steps necessary to obtain local incorporation of the Nigerian branch or subsidiary as a separate entity in Nigeria for that purpose. Until so incorpo-rated, the foreign company may not carry on business in Nigeria or exercise any of the powers of a registered company. The foreign investor may incorporate a Nigerian branch or subsidiary by giving a power of attorney to a qualified solicitor in Nigeria for this purpose. The incorporation documents in this instance would disclose that the solicitor is merely acting as an “agent” of a “principal” whose name(s) should also appear in the document. The power of attorney should be designed to lapse and the appointed solicitor ceases to function upon the conclusion of all registration formalities. The locally incorporated branch or subsidiary company must then apply to the Nigerian Investment Promotion Commission (NIPC) for Business Permit and other requisite permits and licences. Exemption to the General Rule Where exemption from local incorporation is desired, a foreign company may apply in accor-dance with Section 56 of the Companies Act, to the National Council of Ministers for exemption from incorporating a local subsidiary if such foreign company belongs to one of the following categories: (a) “foreign companies invited to Nigeria by or with the approval of the Federal Government of Nigeria to execute any specified individual project; (b) foreign companies which are in Nigeria for the execution of a specific individual loan project on behalf of a donor country or international organisation; (c) foreign government-owned companies engaged solely in export promotion activities; and (d) engineering consultants and technical experts engaged on any individual specialist project under contract with any of the governments in the Federation or any of their agencies or with any other body or person, where such contract has been approved by the Federal Government.” The application for exemption from disclosing certain details about the applicant is to be made to the Secretary of the Government of the Federation (SGF). If successful, the request of the applicant is granted upon such terms and conditions as the National Council of Ministers may think fit. Representative Offices Foreign companies may set up representative offices in Nigeria. A representative office however, cannot engage in business or conclude contracts or open or negotiate any letters of credit. It can only serve as a promotional and liaison office, and its local operational expenses have to be inflowed from the foreign company. A representative office has to be registered with the CAC. LABOUR, HEALTH, TRADE & ENVIRONMENTAL STANDARDS: Factories Act Factories Act This Nigerian law makes general and special provisions for the health, safety and welfare of persons employed in places statutorily defined as “factories” and for which a certificate of registration is required by law. It makes general provisions as to the standards of cleanliness, crowding, ventilation, lighting, drainage of floors, and sanitary conveniences: e.g. all factories must have potable water and washing facilities. In respect of safety, there are general provisions as to the securing, fixing, usage, maintenance and storage of prime movers, transmission machinery, other machinery, unfenced machinery, dangerous liquids, automated machines, hoists and lifts, chains, ropes and lifting tackle, cranes and other lifting machines, steam boilers, steam receivers containers, and air receivers. There are in addition to these, standards set for the training and supervision of inexperienced workers, safe access to any work place, prevention of fire and safety arrangements in case of fire and first aid boxes. Also, the law provides that adequate arrangements should be made for the removal of dust or fumes from factories, provision of goggles to protect the eyes in certain processes and the prevention of eating and drinking in places where poisonous or injurious substances give rise to dust or fumes. It is mandatory that all accidents and industrial diseases be notified to the nearest inspector of factories and be investigated; it is prohibited for the occupier of a factory to make any deductions from the wages of any employe The foreign investor may incorporate a Nigerian branch or subsidiary by giving a power of attorney to a qualified solicitor in Nigeria for this purpose.

Debt Recovery Lawyers : Titilope Emmanuel and Co

TITILOPE EMMANUEL & CO (AKOGUN CHAMBERS) FIRM PROFILE





VISION

To be ministers in the temple of justice, through the instrumentality of law and equity doing justice and making a world of difference towards giving succor to People who fall prey of injustice.

AKOGUN CHAMBERS The Firm is one of the leading law firms with broad experience in Debt Recovery, Litigation, Human Right Advocacy, Banking and Finance, Alternative Dispute Resolution, Commercial and Corporate Practise. The Firm has built a niche for itself with its seasoned young, energetic, passionate and experienced lawyers.

Our team possesses an extensive depth of knowledge and experience across a wide range of specialist legal departments, assuring the delivery of professional services of the highest standard in those areas of law in which we are active. A fact which is illustrated by a track record of involvement in some of the complex litigation and recoveries in various parastatals of the Nigerian economy.

In addition, the Firm is also particularly proficient in the area of property law (with particular emphasis on acquisitions, conveyance, leases and mortgages) and company law. With the experience garnered over the years in our debt recovery litigation sojourn, we quickly appreciate the demands of major projects and clients’ needs. This puts us in an unrivalled position to provide proactive and commercially relevant advice of the highest quality, not only in the law but also on ‘best practices’, thus weaving commercial, technical, legal and practical realities into a seamless whole. We are bold to say that we are pacesetters, strategically positioned to offer legal services on all matters related to, arising from and ancillary to various litigations towards debt recovery activities, from inception to completion.

Having regard to our experience in this field, we are placed in an unequal pedestal to provide best services to our clients towards providing succour to those whose finance is being seized by others in the for effective debt recovery solutions in the commercial and corporate sectors. This in turn allows us to provide our clients with the depth of service expected of a top litigation and commercial law firm.

The importance placed by clients on flexibility, ability to meet deadlines and the provisions of value for money is understood by us at Akogun Chambers. This enables us achieve better results for our clients in terms of quality, time and cost.

1. Since our existence, we have achieved distinction as one of the leading Nigerian law firms in the areas of areas of law where we specialize, with basic emphasis on Debt recoveries. Our team is a collection of youthful team players who have advocacy as their watchword and are concerned about bringing satisfactory justice to clients who yearn for same especially in the recoveries of debts owed our clients.

This is one of our strongest selling points in our firm and it is taken as a yardstick to measure everything we do. The range of our services include Alternative Dispute Resolution (Arbitration, Negotiation and Mediation), Debt Recovery, Human Rights Advocacy, Banking and Finance, Matrimonial Proceedings, Commercial and Corporate Practise as well as litigation services in adversarial and non-adversarial proceedings in all Nigerian courts and administrative tribunals.

We aim at all times to provide solutions which are pragmatic, time saving and cost saving. We encourage our team to think creatively in pursuit of solutions to client’s problems as we believe there is no legal problem that is beyond a solution.

We are a dynamic and client focused law firm, with principal office in the Federal Capital Territory, Nigeria. Our legal expertise and in-depth understanding of the local environment, puts us in a position to offer sound and practical service.

To enable us advice our clients optimally, we aim always to seek a greater understanding of how their businesses run. Our network also enables us to pass useful and relevant information to them. In all our endeavors, we hold ourselves accountable to the highest standards of professionalism and these attributes enable us to offer our select clientele a unique and refreshingly different type of legal service.

Titilope Emmanuel & Co: The Debt Recovery Solicitors

DEBT RECOVERY

In the area of Debt Recovery, our firm has been able to establish a niche for itself before individuals, Contractors, Private and Corporate organisations which form our clientele in Nigeria and overseas. Our Debt Recovery department has grown from a small beginning to a busy and functional department which is headed up by lawyers who are specialists in the act of debt recoveries, who are assisted by an integrated team of lawyers. We are able to pursue debts where it may be difficult or inappropriate for our clients do so and where relationships need to be preserved with good clients by pursuing debts firmly and tactfully.

Our debt recovery department's clientele now includes Banks and listed Companies. We remain committed to the small and large creditors and have not forgotten the impact which a bad debt has upon small and medium-sized businesses. We have a proven track record and have achieved outstanding success in recovering monies and in rehabilitating delinquent accounts for clients at all levels by providing a personalised and cost-effective service through the use of sophisticated legal, efficient and technical experience in achieving our aims.

Our Debt Recoveries Department pursue a cost efficient solution for smaller debts, large high value debts and bulk debts. We involve the correct strategies to focus the debtor's attention on the fact that we mean business and have every intention of recovering the debt.

We approach debt recovery differently. We go through the following steps when assessing the debt recovery situation: 1. We assess the value of the debt and see if it is suitable for the lower or higher courts of the land, while firstly adopting the alternative dispute resolution techniques before litigation. 2. We assess the attitude of the debtor to debt collection. 3. We assess whether the debtor can, cannot or is willing/not to pay towards determining the strategies to finally adopt. 4. We assess and evaluate if the debtor is alleging a defence or not, or if there is a counterclaim against our clients and whether the debt is correctly documented with evidential documents.

At Akogun Chambers, Our Debt Recovery Department generally provide fixed, affordable advise on small and big debts, while with larger debts and defended debts we ensure that clients can retain control of each step of the proceedings. We consult with clients at each stage of proceedings for updates and reassessment, benefits and associated risks of the current position. To help our clients realize the full potential of their businesses, we deliver prompt service and are accessible to them at all times. We recover loans and debts accruable to our clients, within the shortest possible time and manner available to us, while we engage the services of financial experts to collaborate with us in areas too cumbersome to demystify.