ANSWERS TO THE TASK ON CORPORATE LAW PRACTICE

NIGERIAN LAW SCHOOL

LAGOS CAMPUS

2015/2016 (NOVEMBER) SESSION

ANSWERS TO THE TASK ON CORPORATE LAW PRACTICE.

 (WEEK 3)

GROUP 2

The Regulatory Agencies involved in the steps taken in this scenario are as follows:

•      The Corporate Affairs Commission (CAC)

•      Nigerian Immigration Service (NIS)

•      Nigerian Investment Promotion Council (NIPC)

•      Central Bank of Nigeria (CBN)

•      National Office for Technology Acquisition and Promotion (NOTAP)

•      Nigerian Custom Service (NCS)

•      Security Exchange Commission (SEC)

•      National Agency for Food and Drug Administration and Control (NAFDAC)

•      Federal Inland Revenue Service (FIRS)

Question 1b

The Applicable law in each case scenario are as follows, as regards:

(i)                 The employment of Mr. Gyanh from China to be the chief chef, while the Managing director  and General Manager will be French and German respectively: The applicable law prescribed for the work permits of the foreigners aforementioned in the new management will be section 34 Immigration Act CAP I1 LFN 2004. This section governs the Nigerian Immigration Service and provides for permission of the immigration service to apply for a temporary work permit (PWT).

(ii)               Re-registration of D&F Limited as a Public Company: The applicable law in charge of re-registration of a company from a limited company to Public company is available in the Company and Allied Matters Act 2004(CAMA) CAP C20 LFN 2004. See generally section 50
 

(iii)             Change of name of the company to D&F Nightingale PLC:  the applicable law available for the change of name of the company is section 31 Company and Allied Matters Act 2004 (CAMA) CAP C20 LFN 2004, which regulates Corporate Affairs Commission (CAC).

(iv)              Investment of four million naira (4,000,000) dollars into the hotel: The applicable law for investment country-wide liaison with the 36 states on investments matters is the Nigerian Investment Promotion Commission Act 1995 CAP N117 LFN 2004, it governs the Nigerian Investment Promotion Commission (NIPC) which was established to encourage, promote and coordinate investments in Nigeria.

(v)                 Importation of furniture and equipment from Italy and Germany respectively:
 The applicable law guiding importation of goods clearance facilitation is Customs and Excise Management Act CAP C45 LFN 2004 which governs the Nigerian Custom Service (NCS) 

(vi)              Seafood production and exportation:  The applicable law is National Agency for Food and Drug Administration and Control Act CAP N1 LFN 2004, which governs National Agency for Food and Drug Administration and Control (NAFDAC) regulating production, distribution of food and drugs produced in, imported and exported out of Nigeria.  

(vii)            The Standard Organization of Nigeria (SON) Act CAP S9 LFN 2004, also regulates the standard of good produced in Nigeria, whether it is for internal consumption or for exportation.

(viii)          Incorporation of D&F fisherman Ltd: The Company and Allied Matters Act (CAMA) CAP C20 LFN 2004 is the applicable law responsible for the incorporation of a limited company, it governs the Corporate Affairs Commission (CAC), which is the regulatory agency.

(ix)              ix. A Board Meeting of the company held on the 3^rd of November,2015 resolved to change of financial year from April-March to January - December: The applicable law in respect the change in the financial year of the company is the Company Income Tax Act. The body that is responsible here is the Federal Inland Revenue Service (FIRS) which is responsible for general information and guidelines on fiscal policy of a company and section 371(3) of the Company and Allied Matters Act (CAMA) which governs the Corporate Affairs Commission (CAC).

(x)                The re-appointment of Olowo & Olowo (chartered accountants) as Auditors of the company at the 9^th Annual General Meeting held on the same day: The law applicable to the re-appointment of an Auditor or Auditors is available by virtue of the Company and Allied matters Act 2004 see section 357 generally

Question 2

Accreditation Professionals and Requirements

•      Legal practitioners or their firm

•      Chartered accountants or their firm

•      Chartered secretaries or their firm

DOCUMENTS REQUIRED FOR ACCREDITATION

Requirements for successful accreditation includes;

•      CAC accreditation form duly completed

•      Submission of the following form with the following documents and material

•      Two passport photographs of the practitioner or partners  (for individual or firm participation application, respectively )

•      Copy of the qualifying certificate for the requisite profession (call to bar certificate for legal practitioners)

•      Current practicing fee receipt for the year of application

•      National Youth Service Corporation Discharge or Exception certificate

•      Accreditation fee of #2,500 for individuals and #5,000 for firm

Question 2b

The accreditation is not required for transactions in respect to parts B and C of CAMA (Business names and incorporated trustees respectively).

Question 2c

Kunle Gbadamosi can incorporate the company himself as a first director/subscriber based on the clear provision of Corporate Affairs Commission, Companies Regulation 2012.

Question 2d

List of documents required to be submitted to the SEC to be registered as a capital market expert/professional:

Application in  form SEC 2 with receipt of payments of #5,000 application fees accompanied with the following documents;

• Certified copy of the certificate of business name registration
• Curriculum vitae of at least two different officers (known as sponsored individuals including details of activities arranged in order of time from secondary to date )
• Profile of the firm including details of past and current activities
• Copy of partnership deed (if partnership firm)
• Full postal and electronic address  of immediate past employer of sponsored individuals
• Sworn undertaking to keep proper records and render returns as may be required by SEC from time to time
• Evidence of minimum net worth 2million naira partnership and 500,000 naira for individual  (Audited acct/bank statements)
• Sworn statement that the requirements of the ISA has been complied with (notarized)
• Professional indemnity Insurance policy
• Evidence of payment of current practicing/subscribing fees by all sponsored individuals (photocopy of receipt)
• Full postal address of bankers of the sponsored individuals
• Full postal address of referees of the sponsored individuals (as stated in form SEC 2)
• Form SEC 3 for company (completed in duplicates)
• Form SEC 2 for each of the sponsored individuals (completed in duplicates)
• Police clearance report: sponsored individuals should report to SEC zonal office with 3 passport photographs each after submission of all relevant documents to SEC.
• Visitation for inspection of applicant’s office: as part of the registration requirements the applicant’s office will be inspected and fair knowledge of the ISA and SEC rules may be texted.