Sunday, 16 December 2018

MANDATORY POST-INCORPORATION REGISTRATIONS

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You’ve gotten through the procedure of registering your business with the Corporate Affairs Commission. You have collected your Certificate of Incorporation/Registration. Your business is now legally recognized as an existing entity. You are done with the legalities of registering your business and can now simply focus your mind on making that money, right?

Wrong.

There are still other legal steps to take and other agencies to register your company with after registration with the CAC. Sorry.

Federal Inland Revenue Service (FIRS) Registration

The only constant things in life are death and taxes. Your business is now a recognized corporate entity and, like everyone else, is liable to pay taxes.

TIN Registration

You need to register your business with the Federal Inland Revenue Service (FIRS) to obtain a Tax Identification Number (TIN) for your company. TIN is a unique number allocated and issued to identify a person (individual or company) as a duly registered taxpayer in Nigeria. The TIN can only be used by that taxpayer. Registration for tax purposes is a legal obligation of every person or company required to pay tax.

To obtain a TIN for your CAC-registered business, you submit the following to the FIRS Tax Office nearest to your business address:
  1. A duly completed Application Form for TIN obtained from the FIRS Tax Office;
  2. Either Certificate of Incorporation (if your business is a limited liability company) or Certificate of Registration of Business Name (if you registered your business as an enterprise or business name) showing clearly the Registration Number of the business;
  3. The Memorandum and Articles of Association of your business if it is a limited liability company;
  4. Documents giving the following information in respect of your business:
  5. The registered address (the address on record for your business at the CAC)
  6. The business address (if different from the registered address)
  7. The precise nature of the business
  8. The date the business commenced or will commence
  9. The date in each year which your business will give tax returns
  10. Name and addresses of all the banks used by the business
  11. Particulars of shareholders (name, address and amount of shareholding) in the case of a limited liability company or particulars of partners of the business as the case may be
  12. Names and addresses of the principal officers of the business (partners/proprietors of the business or directors of the company)
  13. Name and address the business’s Auditors, Tax Representative and any other agents appointed by the business/company
  14. Utility bill for your business address.

VAT Registration

Value-Added Tax (VAT) is tax on the supply of goods and services which is eventually borne by the final consumer but all collected at each stage of production and distribution chain.

Most goods and services are VAT-able but the FIRS has a list of certain goods and services that are exempted from VAT liability. However, if your business trades in goods and services that are not exempted from VAT, you are required to register your business for VAT with the FIRS. You will have to check with the FIRS for current lists of goods and services exempted from VAT as the list is constantly updated.

To apply to be registered for VAT with the FIRS, an application must be made on your business letterhead attaching the following documents:
  1. Duly completed VAT Form 001;
  2. Either Certificate of Incorporation (if your business is a limited liability company) or Certificate of Registration of Business Name (if you registered your business as an enterprise or business name) showing clearly the Registration Number of the business;
  3. Certified True Copies of Memorandum and Articles of Association, Particulars of Directors and Statement of Share Capital and Return of Allotment forms (if your business is a limited liability company) or Certified True Copy of filed Application for Registration of Business Name (if your business is a an enterprise or registered business name);
  4. Utility bill for your business address.

PenCom Registration

With the coming into law of the Pension Act of 2014, every registered business in the private sector with at least three (3) employees must participate in the contributory pension scheme and register with the National Pension Commission (PenCom) for the allocation of a unique employer code.

The employer code is required to open retirement savings accounts (RSA’s) for a business’s staff members and generate the personal identification numbers (PIN’s) for individual employees. The employer code is also required when remitting the monthly pension contributions of staff.

Registration with the NIPC

If your business has foreign involvement (non-Nigerian investors or shareholders), it must be registered with the Nigerian Investment Promotion Commission (NIPC). The Commission was established under the Nigerian Investment Promotion Commission Act of 1995 which provides that any enterprise in which there is foreign participation must be registered with the NIPC. The Act permits foreigners to own up to 100% of any business enterprise with the exception of enterprises on the “Negative List” of the Act. This negative list includes enterprises involved in the production of and dealing in arms, ammunition, narcotic drugs and psychotropic substances.

To register with the NIPC, an application must be made and submitted with all required documents. If the application is approved, a Certificate of Registration will be issued to the business by the NIPC.

Application for Business Permit and Expatriate Quotas

A business permit is the consent in writing granted to a business that is either wholly or partly foreign-owned to do business in Nigeria. This permit is obtained from the Ministry of Internal Affairs after an application is made to the Ministry attaching the required documents and payment of the necessary fees.

If your business intends to employ expatriates, expatriate quotas must also be obtained from the Ministry of Internal Affairs. Expatriate Quota refers to the allowed number of foreigners to be employed by a business operating in Nigeria whether fully or partly foreign owned or fully indigenous.

Expatriate quotas may be obtained after application is made to the Ministry attaching the required documents and payment of the necessary fees. Each expatriate quota position is usually granted for 2-3 years subject to renewal except in cases where companies qualify for and are granted not more than one PUR Quota (Permanent Until Reviewed) position.

Other possible registrations which may need to be done by a business in Nigeria include:
  1. Agreements which a foreigner is to provide foreign technology, management or assistance to a Nigerian company must be approved by the National Office for Technology Acquisition and Promotion (NOTAP). Fees payable for the provision of such technology or services must also be approved by NOTAP.
  2. Companies that wish to engage in petroleum operations in Nigeria are required to register with the Department of Petroleum Resources (DPR). The DPR issues permits, upon application, in respect of oil exploration and production activities as well as oil service activities. Fees payable depend on the category of operations for which the company applies.
  3. Investors who wish to remit dividends to non-resident shareholders must ensure that they obtain a Certificate of Capital Importation (CCI) from the Nigerian bank through which the payment is transferred into Nigeria. The receiving bank is required to notify the Central Bank of Nigeria (CBN) whenever it issues a CCI.
  4. Registration with appropriate Regulatory Authorities relevant to the business such as the Nigeria Communications Commission (NCC), National Agency for Food and Drug Administration and Control (NAFDAC), etc.
It must be noted that even after registration with the CAC, a business is required to make certain post-incorporation filings such as filing of annual returns, changes in the business’s structure such as share capital, shareholdings, Board of Directors, filing of notice of change in the business’s registered address or any significant changes made by the company.

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AFC Legal Consult
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