Monthly Archives: August 2023

The Central Bank of Nigeria (CBN) has introduced a foreign exchange (FX) Price Verification System (PVS) portal to ascertain quoted prices before Form Ms are approved.

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The pilot project was launched on 1st February.2022 following an awareness notice in a circular in the August 2020.

REGISTRATION
Suppliers and buyers of goods and services for Import/Export operations into or out of Nigeria are required to register on a dedicated electronic portal provided by the CBN and operated by its agent service providers as in the operational manual for Form M & Form NXP;

An annual subscription fee of $350.00 is charged for the authentication of suppliers on the TRMS system.

E- INVOICE AND E-EVALUATOR
The PVS is also referred to as E-invoice and E-evaluator initiatives because it requires submission of an electronic invoice (E-Invoice) authenticated by Authorized Dealer Banks (ADB) on the Nigerian Single Window Portal – Trade Monitoring System (TRMS). The e-Valuator and e-Invoice would replace the hard copy invoice and become a necessary supporting document for all import and export transactions.

HOW IT WORKS
The price verification report from the portal is now mandatory for all Form M requests, effective from August 31, 2023. The PVS will be a process to be completed before the Form M submission stage on the single window platform and on the Trade Monitoring System (TRMS)

The PVS mechanism will be guided by a benchmark price of goods and services in the market where the goods are traded, to ensure that the invoiced prices are based on spot market prices at the time of invoicing. It is hopeful that the PVS will help in safeguarding the scarce foreign exchange (forex) by ensuring that forex is allocated for eligible transactions.

Imports and exports with prices more than 2.5% of the verified prices will be queried and will not be approved for either Form M or Form NXP. The aim of this system is to achieve accurate value of import and export items in and out of Nigeria.

EXEMPTIONS
The following transactions are exempt from submitting PVS:

  • Individual invoice with values less than USD 10,000 or its equivalent in another currency. However, where the annual cumulative invoice value issued by a supplier/service provider is USD 500,000 or more, such a supplier would be required to submit e-invoices regardless of the individual invoice values.
  • Import or export transactions carried out by security agencies in the country.
  • Supplies to diplomatic and consular missions and supplies to international agencies dependent on the United Nations.
  • Donations made by foreign governments or international organisations to foundations, charities and recognised humanitarian agencies
  • Goods directly supplied by a foreign government

CBN will regularly update prices on the portal while the prices of every item will be reviewed at least quarterly and more frequently for goods with higher price fluctuations.

HOW TO SELECT THE MOST APPROPRIATE BUSINESS STRUCTURE TO REGISTER WITH THE CORPORATE AFFAIRS COMMISSION (CAC)

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The following are guidelines on which business structure will be suitable to register your business with.

(A) PROFIT MAKING STRUCTURES

  1. Business Name Registration as Sole Proprietorship

  • Participant is one and is called Sole Proprietor;
  • Liability of participant is unlimited (This means Decision Maker will avoid taking risk and thereby limit it’s commitments and business growth);
  • Decision Maker = One Participant (The Sole Proprietor);
  • Not useful for SEC listing (Shares is not involved, therefore no trading on stock exchange);
  • The Business is not a separate entity from Participants (This means its not legal for the business to enter into a contract with third parties);
  • Tax of the business are treated along side taxes of individual participants. That is, The income of the business is not taxable;
  • Fund contribution (in-kind or in-cash) by participants is not mandatory;
  • Number of participants involved: Minimum = 1, Maximum= 1;
  • Constitution is not involved and not mandatory for registration.

2. Business Name Registration as Partnership (General Partnership)

  • Participants are called Partners or Proprietors;
  • Liability of participants are unlimited (This means Decision Makers will avoid taking risk and thereby limit their commitments and business growth);
  • Decision Maker = Collective Participants (Partners/Proprietors). All Participants are involved in Decision Making process;
  • Not useful for SEC listing (shares is not involve, thus no trading on stock exchange);
  • The Business is not a separate entity from Participants (This means its not legal for the business to enter into a contract with third parties);
  • Tax of the business are treated along side taxes of individual participants. That is, The income of the partnership as a business is not taxable;
  • Fund contribution (in-ind or in-cash) by Participants is not mandatory;
  • Number of participants involved: Minimum =2, Maximum= 20;
  • Constitution is not involved and not mandatory for registration.

3. Limited Partnership (LP)

  • Participants are called Partners;
  • Liability of participants is a Mix of limited liability (participants to provide fund but no technical know-how) and unlimited liability participants (participants with technical know-how but has no fund);
  • Decision Maker = Collective Participants (Board of Partners). It can be few selected Participants or All participants depending on what is included in the constitution;
  • Not useful for SEC listing (No shares for trading on stock exchange);
  • The Business is not a separate entity from it’s participants (This means its not legal for the business to enter into a contract with third parties);
  • Tax of the business are treated along side the taxes of individual participants. That is, The income of the partnership as a business is not taxable;
  • Fund contribution (in-kind or in-cash) by few participants is mandatory;
  • Number of participants involved: Minimum =2, Maximum= 20;
  • Constitution is involved in the form of Partnership Agreement and mandatory for business registration.

4. Limited Liability Partnership (LLP)

  • Participants are called Partners;
  • Liability of participants are limited;
  • Decision Maker = Collective Participants (Board of Partners). It can be few selected Participants or All participants depending on what is included in the constitution;
  • Not useful for SEC listing (No shares for trading on stock exchange);
  • The Business is a separate entity from Participants (This means it can enter into contract with third parties);
  • Tax of the business are treated along side taxes of individual participants. That is, The income of the partnership as a business is not taxable;
  • Fund contribution (in-kind or in-cash) by participants is not mandatory;
  • Number of participants involved: Minimum =2, Maximum= Unlimited;
  • Constitution is involved in the form of Partnership Agreement and mandatory requirement for business registration.

5. Private Limited Liability Company (Ltd or Limited)

  • Participants are called Shareholders;
  • Liability of participants are limited (This means Decision Makers will always thrive to take calculated business risk needed for business growth);
  • Decision Maker = Usually Collective Participants (Board of Directors). However, One Participant Decision Maker (One Man Business) is possible;
  • Not useful for SEC listing (No shares for trading on stock exchange, however second tier market on the stock exchange might be available as option);
  • Business is regulated beyond CAMA. and ISA (Investment & Security Act) Laws are to be complied with
  • The Business is a separate entity from Participants (This means it can enter into contract with third parties);
  • Tax of the business are treated separate from taxes of individual participants. That is, The income of the company is taxable;
  • Fund contribution (in-kind or in-cash) by participants is mandatory in the form of shares;
  • Number of participants involved: Minimum =2, Maximum= 50;
  • Constitution is involved in the form of Memorandum and Article of Association and mandatory requirement for business registration.
  • Private limited liability companies are not mandated to publish their financial information for public consumption but are obligated to present to Tax authorities and related regulators.

6. Public Limited Liability Company (PLC)

  • Participants are called Shareholders;
  • Liability of participants are limited (This means Decision Makers will always thrive to take calculated business risk needed for business growth);
  • Decision Maker = Collective Participants (Board of Directors);
  • Useful for SEC listing (shares are involved and can be traded on the floor of the stock exchange);
  • The Business is a separate entity from participants (This means it can enter into contract with third parties);
  • Tax of the business are treated separate from taxes of individual participants. That is, The income of the company is taxable;
  • Fund contribution (in-kind or in-cash) by participants is mandatory in the form of shares;
  • Number of participants involved: Minimum =2, Maximum= Unlimited;
  • Constitution is involved in the form of Memorandum and Article of Association and mandatory requirements for Business registration.
  • Public limited liability companies are mandated to publish their financial information for public consumption, Tax authorities consumption and other related regulators.

7. Unlimited Liability Company (ULC)

  • Participants are called Shareholders;
  • Liability of participants are unlimited (This means Decision Makers will avoid taking risk and there by limit their commitments and business growth);
  • Decision Maker = Usually Collective Participants (Board of Directors). However, One Participant Decision Maker (One Man Business) is possible;
  • Not useful for SEC listing (No shares for trading on stock exchange, however second tier market on the stock exchange might be available as option);
  • The Business is a separate entity from Participants (this means it can enter into contract with third party);
  • Tax of the business are treated along side the taxes of individual participants. That is, The income of the company is not taxable.
  • Fund contribution (in-kind or in-cash) by participants is not mandatory;
  • Number of participants involved: Minimum =1, Maximum= 50
  • Constitution is involved in the form of Memorandum Only. Article of Association is not mandatory for registration.
  • Unlimited liability companies are not mandated to publish their financial information for public consumption and Tax authorities consumption
  • Unlimited liability companies are usually use as against Private limited company because the owners wish to keep information that could be valuable to competitors, such as turnover and the amounts paid in dividends, out of the public eye. Also, Amounts contributed by shareholders can be refunded to them.
  • Unlimited liability company is like a company version of Business Name Registration (either as Sole Proprietor or as Partnership). They can be registered with or without shares capital. They can also be registered as private or public company.

(B) NOT FOR PROFIT

  1. Incorporated Trustees
  2. Company Limited by Guarantee

1. Incorporated Trustees

  • Participants are called Trustees
  • Decision Maker = Collective Participants (Board of Trustees)
  • Minimum participants = 2, Maximum = Unlimited
  • Constitution is involved in the form of By-Laws and mandatory requirement for registration purpose

2. Company Limited by Guarantee (Ltd/Gte)

  • Participants are called Guarantor or simply put, Members
  • Decision Maker = Collective Participants (Board of Directors)
  • Minimum participant = 1, Maximum Participant = Unlimited
  • There is no Shareholders
  • Constitution is involved in the form of Memorandum and Article of Association and mandatory requirement for registration purpose

TEN (10) CRITERIA TO USE IN DETERMINING A SUITABLE BUSINESS STRUCTURE FOR YOUR BUSINESS

(a) is the business for Profit motive?

  • If the answer is YES, then it’s for Profit motives, then only business structures listed under category A above will be suitable for your business
  • If the answer is NO, it’s mean the business is not for Profit Motives, then either Incorporated Trustees or Company limited by Guarantee will be considered for use

What will then determine which one to use between incorporated Trustees and Company Limited by Guarantee will depend on the following understanding:

  • (i) A company limited by guarantee is allowed to venture into business or profit making agenda but cannot share the profit among members; but Incorporated Trustees are not allowed to venture into profit making business.
  • (ii) Willingness to make publication in newspapers before registration? Company by Limited by Guarantee does not require public awareness before registration while it is a requirement for incorporated trustees to carry the public along.

*IF THE ANSWERS TO THE ABOVE IS “NO” (THAT IS, NOT FOR PROFIT MOTIVE), THERE IS NO NEED TO CONSIDER OTHER CRITERIA BELOW. THE REMAINING CRITERIA BELOW FROM (b) to (j) ARE RESERVED FOR BUSINESSES WITH PROFIT MOTIVES

(b) Liability of participants to be limited?

  • If YES, it means, participants will sell their property to settle any debt that the business cannot be settled.

(c) Needed for listing on Stock Exchange?

  • If YES, it means more compliance burden as more professional will be employed to keep to the rules of SEC. This will make cost of running expensive.

(d) Business is a separate entity from individual participants?

  • If YES, It means the Business can do any PUBLIC BID. They can tender for any Government Bid. Other business structure can only do Professional Service related public bids.

(e) Tax of business is treated separately from that of individual participants?

  • If YES, it means more tax obligations. Engagement of Tax consultant, Auditors is a must and their fees will make cost of running the business to more expensive

(f) Fund contribution by Participants is mandatory?

  • If YES, it means, financial commitments determine your rights to some benefits in the business. In also implies that Investors can be attracted. NOTE: If share capital will be involved, it simply means fund raising is involved and therefore YES will be an answer.

(g) Want decision making process to be fast?

  • If YES, it means a business structure with ONE participant will be appropriate. Two Participants too can make fast decisions but not as fast with ONE participant.
  • If NO, it means business structures with Collective Body Decision Maker will be suitable.

(h) Any requirement of the Law, CAC, Professional and regulatory bodies on the appropriate structure penciled down to carry on a trade or profession?

  • For example, Corporate Affairs Commission (CAC) has mandated that all Schools are to be registered as Limited Liability Companies, Accounting and Legal practice are not to be carried out as Limited liability Companies, Banks, Insurance companies and other related financial institutions are to be carried out as Limited Liability Company.
  • In some cases with Limited Liability Company , it is regulated with Minimum Share Capital to be in issued and be fully paid otherwise no business operations.

(i) Will there be need for a constitution that will guide business operations?

  • If YES, it means a lot of paperwork and timing will be involved in the registration process thereby making it a complex process as against simplicity
  • If NO, it means lesser timing and paperwork and more simple to register.
NOTE: Constitutions takes the form of Bye-laws, Partnership Agreement, Shareholders Agreement and Memorandum and Article of Association (MEMART)

(j) Which of the following will be the numbers of participants that will be involved (To Achieve Perpetual Succession) ?

1 (one)
Greater than 1 (one) but limited
Unlimited
NOTE: Perpetual Succession cannot be achieved with single participant
  • If the answer is Greater than 1 (one) but limited, it means Business name registered as Sole Proprietor, Business name registered as Partnership (General Partnership), Private Limited Liability Company, Public limited Liability Company, Limited Liability Partnership, Limited Partnership are all available for use.
  • If the answer is 1, it means Public Limited Liability Company and Limited Liability Partnership ( LLP) cannot be used
  • If the answer is Unlimited, it means only Public Limited Liability Company and Limited Liability Partnership can be used.

Feel free to ask us anything about Corporate Affairs Commission and your business formation in Nigeria.

NATIONWIDE BROADCAST BY PRESIDENT BOLA TINUBU TO NIGERIANS ON CURRENT ECONOMIC CHALLENGES AND PALLIATIVE MEASURES WITHOUT DWELLING INTO ECONOMIC JARGONS AND CONCEPTS BUT RATHER IN CLEAR PLAIN LANGUAGE – JULY 31, 2023

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President Tinubu’s Palliative measures centers around

(1) Financial assistance to businesses
(2) Food Security agenda
(3) Transportation
(4) Minimum wages

Going by the president’s speech, it suggest that the idea to give ₦8,000 per month for a period of six months to low-income earning household has been jettisoned. Probably replaced with FOOD SECURITY AGENDA. This was assumed since it was not mentioned in the nationwide address.

Find details of ALL the Palliatives proposed measures below:

FINANCIAL ASSISTANCE

MANUFACTURING BUSINESSES
Between Jul 2023 and Mar 2024 to 75 manufacturing enterprises will have access to N1Billion Loan at 9% per annum with a maximum of 60 months repayment for long term loan and 12 months for working capital in order to enhance their production capacity and in turn create good-paying jobs.

NON-MANUFACTURING BUSINESSES
Micro, Small, and Medium-sized Enterprises (MSME) will have ₦125bn funds to access.

  • INFORMAL SECTOR:
    • Out of the ₦125bn, ₦50bn will be available as Conditional Grant to 1 million Nano businesses between now and Mar 2024.
    • That is, ₦50,000 conditional grant each will be given to 1,300 Nano Business owners in each 774 LGAs.
  • FORMAL SECTOR:
    • The remaining ₦75bn (out of the ₦125bn) will be available to fund 100,000 MSME and startups. Each enterprise to get between ₦500K to ₦1m at 9% interest p.a. and a repayment period of 36 months.

FOOD SECURITY AGENDA

Multi-stakeholder engagement with various farmers’ associations and operators within the agricultural value chain that will ensure staple foods are available and affordable by embarking on the following plans:

(1) to support cultivation of 500,000 hectares of farmland and all-year-round farming practice remains on course.

(2) ₦200bn of the ₦500bn approved by the National Assembly will be disbursed as follows: 

  • ₦50bn each will be invested to cultivate 150,000 hectares of rice and maize.
  • ₦50bn each will be invested to cultivate 100,000 hectares of wheat & cassava.

(3) to release 200,000 MT of grains from to households across 36 States and FCT free of charge.

(4) to provide 225,000 MT of fertilizer, seedlings and other inputs to farmers who are committed to the food security agenda above

TRANSPORTATION

Provision to invest ₦100bn between now and Mar 2024 by acquiring 3,000 units of 20-seater buses in order to roll out buses across the states and local governments for mass transit at a much more affordable rate

These buses will be shared to major transportation companies in the states and the companies will be able to access loan under this facility at 9% per annum with 60 months repayment period in order to fund its repayment of the buses.

MINIMUM WAGE

“I want to tell our workers this: your salary review is coming.”

Already working in collaboration with the Labour unions to introduce a new national minimum wage for workers.

Budget provision will be made for the immediate implementation of the new minimum wage once it is agree and determine.

OTHER COMMITMENTS
(1) To fulfill the promise to make education more affordable to all and provide loans to higher education students who may need them.

(2) Currently monitoring the effects of the exchange rate and inflation on gasoline prices. To intervene If and when necessary.