ABOUT US

Capital Ace Attorneys is a fast evolving 21st century corporate commercial law firm with legal solutions in diverse areas of law. Our industry knowledge and experience of our core practice areas has helped our clients meet their legal needs in their respective business practices. Our values are predicated on providing a wonderful client/attorney experience, attention to details and dedication to serve our clients.

We critically analyze each business transaction, provide well researched and sound legal advice to assist our clients in mitigating business risks then deploy diverse solutions to specifically tailored to solve each client need. Our core areas of practice cover Immigration, Real Estate, Commercial Litigation, Corporate Commercial transaction advisory, Alternative Dispute Resolution, Project Finance and Taxation.

Our team of young, vibrant and experienced professionals are well grounded in specific areas of law and are committed to client satisfaction from commencement of each brief till a logical and satisfactory conclusion is reached. We ensure that we approach client instructions with industry knowledge of each partner and associate thereby ensuring that the best and most capable hands work on the concerned area of law.

We understand the business aspect of our client’s industry therefore we consider the commercial implication of each of our solutions on our client’s business. Our solution is always tailored to keep our clients in business within the ambits of the law. In most cases, our practice is structured around advisory, drafting and dispute resolution. We are proficient in domestic business transactions capable of creating a profitable and strategic business relationships in each industry.

PRACTICE AREAS

We critically analyze each business transaction, provide well researched and sound legal advice to assist our clients in mitigating business risks then deploy diverse solutions to specifically tailored to solve each client need. Our core areas of practice cover Immigration, Real Estate, Commercial Litigation, Corporate Commercial transaction advisory, Alternative Dispute Resolution, Project Finance and Taxation.

WHY CHOOSE US

We understand the business aspect of our client’s industry therefore we consider the commercial implication of each of our solutions on our client’s business. Our solution is always tailored to keep our clients in business within the ambits of the law. In most cases, our practice is structured around advisory, drafting and dispute resolution. We are proficient in domestic business transactions capable of creating a profitable and strategic business relationships in each industry.

EXPERT LEGAL ADVICE

We provide expert legal advice and consultation to our clients

PROFESSIONAL LAWYERS

Our Lawyers are highly professional and experienced

VALUE DRIVEN

We provide quality value for every penny paid for our services

QUALITY SERVICE

You are guaranteed quality representation

OUR TEAM

Our team of young, vibrant and experienced professionals are well grounded in specific areas of law and are committed to client satisfaction from commencement of each brief till a logical and satisfactory conclusion is reached. We ensure that we approach client instructions with industry knowledge of each partner and associate thereby ensuring that the best and most capable hands work on the concerned area of law.

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OUR INSIGHTS

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INCENTIVES AVAILABLE FOR STARTUPS IN NIGERIA

Startups have the potential to play a very important role in the development of developing countries, especially because of their ability to create wealth by their potentials to receive foreign direct investment and also, their chances of appealing to the younger demography which constitutes a significant percentage of the country’s population.

 

They also have the chances to reduce unemployment by creating more job opportunities and further improve the standard of living in their respective countries through innovation.

In spite of the ability to bring immense benefits to the country, the widespread view among Nigerian startups is that the business geology and regulation offers many barriers to reach their full potentials. These include high cost of doing business, lack of infrastructure, unpredictable taxes and regulatory scrutiny.

 

Innovative startups in Nigeria have a range of incentives to encourage their early stage growth. Despite the availability of these incentives, a lot of Nigerian Startups miss out on these benefits majorly due to lack of knowledge of existence of the benefits.

Some of these incentives are as follows:

  1. Tax rate reduction for investors: Various incentives are provided under the Venture Capital Incentives Act of Nigeria to investors and startups involved in venture capital projects. These includes:
  • up to 30% capital allocations for eligible startups in equity investments by venture capital firms.
  • up to 100% tax exemption on capital gains that venture capital investors receive after disposing off their properties.

 

  1. Opportunities for Startups in Government Projects: One manner the Nigerian authorities has attempted to inspire the boom of Startups is through mandating corporations to have interaction Startups in initiatives concerning the Federal Government or any of its corporations wherein the gross fee of the mission agreement is 500 million naira or above.

 

  1. Exemption from corporate income tax: Small businesses with an annual turnover of less than N25 million are exempt from corporate tax. A decrease business enterprise profits tax charge of 20% is likewise supplied for organizations whose every year turnover is among 25 million to a hundred million Startups might also additionally discover this helpful in their early stages.

 

  1. Up to 5 years of Tax Holiday: Startups that qualify to become pioneers in Nigeria can benefit from the tax exemption for an initial period of 3 years from their first year of incorporation, renewable for an additional 2 years as established under the Nigerian Industrial Development (income Tax Relief) Act. Startups in sectors such as e-commerce, waste management, electricity and agriculture may be eligible for pioneer status incentives.

 

  1. Tax exemption for new enterprises in the field of agriculture: Eligible small or medium-sized corporations within the Agricultural region with an annual gross turnover of 25 million to a hundred million naira, can also additionally practice for tax exemption for four years and an additional 2 years. This incentive is created under the Finance Act, 2020 which amended the former provision under the Industrial Development (Income Tax Relief) Act.

 

  1. Establishment of the Nigeria Startup Act 2022: This Act signed into law by President Muhammadu Buhari was established to help startups access funds, incentives, create structure and also create enabling environment for startups to thrive. With this act, infrastructure and regulations needed for startups to succeed are put in place by the Nigerian Government to aid the booming startup market.

 

In conclusion

Many startups and investors are unaware of the incentives available to them in Nigeria due to the lack of a comprehensive platform or document that highlights all the incentives and relevant regulations. Without the assistance of professionals, a search by startups for such incentives can be as tedious as searching for a needle in a haystack. Although the Nigerian Startup Act did a good job in ensuring that the stress to access this information, regulation and benefit is reduced to the barest minimum, it is important that a Startup founder discuss and liaise with an appropriate legal practitioner or law firm to advise on the foregoing. This may help Startups save tons in revenue and taxes which may be ploughed back into the business to help it survive. It may also help Startup founders create a solid structure for their startup which is a requisite tool to attract foreign direct investment.

 

Nwaogwuwgwu Abiola Glory

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05 January 2023

REGULATORY COMPLIANCE CHECKLIST FOR STARTUPS IN NIGERIA

Startups that want to operate with ease need to avoid fines and sanctions from regulators. Several startups in different jurisdictions have suffered reputational damage and have also missed out on benefits essential to their growth due to their failure to understand the regulation and ensure compliance accordingly.

 

Regulatory compliance is key for the following reasons:

  1. Non-compliance is more expensive. Businesses that avoid compliance are at risk of fines and sanctions which cost a lot of money to regularize. In the past year. They end up paying the requisite fees, charges or pay cost of compliance at a higher price which could have been avoided if done at the right time.
  2. The regulatory landscape is constantly changing. Regulatory compliance will not sort itself out. The more it changes, the more risk of ability to comply. Laws are constantly changing and these changes impact the way businesses are being done. Staying on top of regulatory compliance helps companies stay ahead of competitors and potential fines that may apply.
  3. Employees whose daily routine requires compliance need to be kept updated about every change in how they do their work. This may be the game changer for companies. It may make or mar a company therefore it’s important to keep your employees informed.
  4. Regulatory compliance protects companies, employees and the consumer. Regulatory Compliance does not only exist as means to check businesses, it also helps protect businesses and all stakeholders. It helps businesses from making preventable errors that could cost them a fortune or endanger their employees.

Following the above, we have compiled a preliminary compliance checklist below for startups operating in Nigeria.

Regulatory Authority/ Regulation Requirement Details of requirement Timeline Penalty for non- compliance
Federal Ministry of Industry, Trade and Investments Trademarks Act, Cap T13, Laws of the Federation of Nigeria Brand Protection Register their intangible assets which include: brand names and marks; patents; and copyrights Trademark registrations are valid for 7 years and renewable subsequently every 14 years. Although there is no penalty for non- compliance, it is essential that startups protect their trade/brand names and marks by registering them so as to enjoy a priority status on such marks.
Financial Reporting Council of Nigeria
The Nigerian Code of Corporate Governance 2018
– Corporate Governance Set up a board of directors comprising of a sufficient size to effectively undertake and fulfil its business and to constitute a quorum. It is good practice for startups to set up a board of directors consisting of experienced and knowledgeable persons to assist in overseeing its affairs and providing advise where necessary, as this boosts investor confidence.
Federal Inland Revenue Service (FIRS); State Inland Revenue Service (SIRS)

Finance Act, 2019 & 2020; Companies Income Tax (CIT); Value Added Tax (VAT).

– Taxation Startups are required to file and remit:
i) Companies Income Tax; andii) Value Added Tax
Startups are required to:
i) file CIT within 18 months of incorporation, and subsequently on or before June 30 of every year; andii)remit VAT monthly to the FIRS on or before the 21st day of every month.
Failure to:
i) file CIT attracts a penalty of ₦25,000 for the first month and ₦5,000 for each subsequent month; andii) remit VAT attracts a payment of fine of ₦5,000 for every month of default.
National Information Technology Development Agency (NITDA)

Nigerian Data Protection Regulation
(NDPR) 2019

-Data Protection Startups that process data of up to 1,000 data subjects within 6 months are required to:

i) submit to an annual audit; and

ii) file the report of such audit, amongst other requirements.

The audit report is to be filed not later than the 15th day of March of every year.

(Please note that NITDA at its discretion could extend the deadline for submission of the report.)

Payment of fine of 2% of the annual gross revenue of the preceding year or payment of 10 million naira, whichever is greater, depending on the number of data subjects dealt with.
Nigeria Social Insurance Trust Fund (NSITF); National Pension Commission (PENCOM).

Employee Compensation Act, 2020

Pension Reform Act (PRA), 2014

– Employment matters . Startups are required to:

i) contribute 1% of their employee monthly payroll to NSITF; and

ii) upon the employment of 3 or more employees deduct and remit monthly pension contribution (employee – 8% and employer -10%).

Startups are required to remit:
i) the 1% contribution to the NSITF within 2 years of commencement of its operations, and subsequently every year; andii) pension contribution with an approved Pension Funds Administrator (PFA) not later than 7 days of payment of salary every month.
Startups who fail to remit the statutory contribution to NSITF, shall be required to pay a fine of at least 2% of the amount due to be remitted, in addition to the amount to be paid. Penalties for failure to remit pension contribution by a startup varies from cautions, monetary penalty to imprisonment, depending on the duration of non- compliance.
Corporate
Affairs Commission Companies and Allied Matters Act (CAMA)
Incorporation and filing of annual returns Startups are required to:
i) be incorporated in Nigeria; and ii) file annual returns regularly .
Startups are required to:
i) incorporate their company before commencing business in Nigeria; andii) file their annual returns within 18 months of incorporation of the company in Nigeria and
Startups who fail to file their annual returns shall be required to Pay an additional ₦3,000 or ₦5,000 fine for each year of non- compliance depending on whether the company is a small or large company.

 

It is important to note that certain licenses and permits are required to successfully commence operations in specific industries. A few of these are set out below.

  1. Some licenses required to operate in the Fintech sector include: switching and processing license, mobile money operator license, digital crowdfunding intermediary license, digital banking license etc.
  2. Some licenses required to operate in the Insurtech sector include: Web aggregators license, micro insurers license; life insurers license; general insurers license etc.

Conclusion

The outcomes of non-compliance with stipulated rules in Nigeria can be alternatively severe, as it can preclude the easy operations and increase of a startup.

It is crucial that startups apprehend the regulatory terrain it needs to perform in, take important measures to make sure compliance and engage the services of a legal professional.

 

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05 January 2023
DIFFERENT TITLES IN PROPERTY TRANSACTIONS
  1. Certificate of Occupancy (C of O)
  2. Governor’s Consent
  3. Excision
  4. Gazette
  5. Survey Plan

Now let’s discuss these titles one after the other but please note that a survey plan is NOT a title document.

  1. C of O: Certificate of Occupancy is a Government lease granted to the first legal title holder of a property. Remember that all lands belong to the government therefore if you have an unregistered land, it means the first title you will process on the land is a C of O. Please note that a C of O is only granted once on a piece of land therefore you cannot have two C of O’s on a land. A C of O is granted for a maximum period of 99 years for a defined purpose i.e., housing, education, farming, e.t.c,. Title reverts to the Government after 99 years if the lease is not renewed.
  2. Governors Consent: It is simply explained as a title granted to a purchaser who has furnished consideration for a piece of land owned by a holder of a C of O. Recall your vendor was granted 99 years on his c of o, your vendor assigns his unexpired term out of the 99 years to you through an instrument called a deed of assignment. The instrument will undergo the perfection procedure where the Governor will be required to give his consent to the transaction between you and your vendor. This implies that the Government is now aware that the lease granted to your vendor has been transferred to you. Once you have obtained consent on your Deed of Assignment, the title you hold is called a Governor’s Consent.
  3. Excision: The word excise means to remove a part from a whole. When the Government acquires a large expanse of land belonging to a village or community and the Government ‘gives’ back a faction of the land to the village, it means the Government has excised the concerned area to the village so what you have is an excision. For example, the Government acquires 20 hectares from a village and excise 10 hectares, the villagers will have excision on the 10 hectares only. Excision details are generally documented in the Government’s official gazette. If a family cannot show you their excision details in any gazette, then do not bother yourself on further enquiries on the land.
  4. Gazette: You might have heard people say they have a Gazette on a particular property and wonder what it is. A gazette is a record book of the Government where some kinds of information are documented. A gazette usually shows details of excision already granted to a village or community. Such details include the name of the village, volume of hectares or acres, coordinates of the land and other info. A gazette is an evidence that an excision has been granted to a particular village or community. If a vendor claims his title is an excision, get the coordinates of the land and get a copy of the gazette, if the coordinates does not fall within the coordinates quoted in the gazette then you may most likely be looking at a fraudster.
  5. Survey: A survey plan is a document showing the area of interest in a land transaction. It comprises of the name of the vendor, size of the land, beacon numbers, address of the land, boundaries e.t.c,. A survey can either be registered or provisional. A survey is NOT a title document so do not rely on it as an instrument of transfer.

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14 June 2021