The President of the Federal Republic of Nigeria, Muhammadu Buhari GCFR.
Because of the great diversity of people and culture, Nigeria has distinguished herself over the centuries in the field of arts. Nigerian versatility in the arts is so great that it is generally felt that all African nations should view Nigeria as the principal trustee of the most durable fruits of black artistic genius. It is not precisely known when the first works of Nigerian art reached the outside world, but in 1897, following a British punitive expedition to Benin, over 2,000 Benin bronzes and ivories were shipped to England and later dispersed all over Europe and America. The oldest sculptures found in Nigeria were from the Southern Zaria and Benue areas of central Nigeria.
Much has been said and written about Nigeria, her people and culture, economy and politics, that sheds light on the tremendous potential of this African Giant. However, little is known to the outside world about the many exciting tourist attractions available in Nigeria: Historic sites nestled amid rivers and rainforests, breathtaking mountain vistas, remote creek villages, miles of pristine beaches and exotic national wildlife reserves. There are also museums, festivals, music and dance, a rich cultural melange right down to everyday traditional markets. These are just some of the spectacular sights and sensual delights awaiting the traveler to Nigeria.
Nigeria has the largest population of any country in Africa (about 120 million), and the greatest diversity of cultures, ways of life, cities and terrain. With a total land area of 923,768 sq. km. (356,668 sq. mi.) Nigeria is the 14th largest country in Africa. Its coastline, on the Gulf of Guinea, stretches 774 km (480 mi.). Nigeria shares its international border of 4,470 km (2513 mi.) with four neighbors: Chad, Cameroon, Benin, and Niger. Until 1989 the capital was Lagos, with a population of about 2,500,000, but the government recently moved the capital to Abuja.
CLIMATE AND WEATHER
Nigeria lies entirely within the tropics yet there are wide climactic variations. In general, there are two seasons, dry and wet, throughout Nigeria. Near the coast, the seasons are less sharply defined. Temperatures of over 90°F are common in the north, but near the coast, where the humidity is higher, temperatures seldom climb above that mark. Inland, around the two great rivers, the wet season lasts from April-Oct. and the dry season from Nov.-March. Temperatures are highest from Feb-April in the south and March-June in the north; they’re lowest in July and Aug. over most of the country.
Virtually all the native races of Africa are represented in Nigeria, hence the great diversity of her people and culture. It was in Nigeria that the Bantu and Semi Bantu, migrating from southern and central Africa, intermingled with the Sudanese. Later, other groups such as Shuwa-Arabs, the Tuaregs, and the Fulanis, who are concentrated in the far north, entered northern Nigeria in migratory waves across the Sahara Desert. The earliest occupants of Nigeria settled in the forest belt and in the Niger Delta region.Today there are estimated to be more than 250 ethnic groups in Nigeria. While no single group enjoys an absolute numeric majority, four major groups constitute 60% of the population: Hausa-Fulani in the north, Yoruba in the west, and Igbo in the east. Other groups include: Kanuri, Binis, Ibibio, Ijaw, Itsekiri, Efik, Nupe, Tiv, and Jukun.
Kanem-Borno: While there is no direct evidence to link the people of the Jos Plateau with the Nok culture, or the Eze Nri of today with Igbo Ukwu, the history of Borno dates back to the 9th Century when Arabic writers in north Africa first noted the kingdom of Kanem east of Lake Chad. Bolstered by trade with the Nile region and Trans-Saharan routes, the empire prospered. In the next centuries, complex political and social systems were developed, particularly after the Bulala invasion in the 14th Century. The empire moved from Kanem to Borno, hence the name. The empire lasted for 1,000 years (until the 19th Century) despite challenges from the Hausa Fulani in the west and Jukun from the south.
Hausa-Fulani: To the west of Borno around 1,000 A.D., the Hausa were building similar states around Kano, Zaria, Daura, Katsina, and Gobir. However, unlike the Kanuri, no ruler among these states ever became powerful enough to impose his will over the others. Although the Hausa had common languages, culture, and Islamic religion, they had no common king. Kano, the most powerful of these states, controlled much of the Hausa land in the 16th and 17th Centuries, but conflicts with the surrounding states ended this dominance. Because of these conflicts, the Fulanis, led by Usman Dan Fodio in 1804, successfully challenged the Hausa States and set up the Hausa-Fulani Caliphate with headquarters in Sokoto, commanding a broad area from Katsina in the far north to Ilorin, across the River Niger.
Yoruba: In the west, the Yoruba developed complex, powerful city-states. The first of these important states was Ile-Ife, which according to Yoruba mythology was the center of the universe. Ife is the site of a unique art form first uncovered in thel93Os. Naturalistic terracotta, bronze heads and other artifacts dating as far back as the 10th Century show just how early the Yoruba developed an advanced civilization. Later, other Yoruba cities challenged Ife for supremacy, and Oyo became the most powerful West African kingdom in the 16th and 17th Centuries. The armies of the Oyo king (Alafin) dominated other Yoruba cities and even forced tribute from the ruler of Dahomey. Internal power struggles and the Fulani expansion to the south caused the collapse of Oyo in the early 19th Century.
Benin: Benin developed into a major kingdom during the same period that Oyo was becoming dominant to the west. Although the people of Benin are primarily Edo, not Yoruba, they share with Ife and Oyo many of the same origins, and there is much evidence of cultural and artistic interchange between the kingdoms. The King (Oba) oE Benin was considered semi-divine and controlled a complex bureaucracy, a large army, and a diversified economy. Benin’s power reached its apex in the 16th Century.
IGBO AND THE DELTA STATES
Many Nigerian cultures did not develop into centralized monarchies. Of these, the Igbo are probably the most remarkable because of the size of their territory and the density of population. Igbo societies were organized in self-contained villages, or federations of village communities, with a society of elders and age-grade associations sharing various governmental functions. The same was true of the Ijaw of the Niger Delta and people of the Cross River area, where secret societies also played a prominent role in administration and governmental functions. But by the 18th Century, overseas trade had begun to encourage the emergence of centralized systems of government.
ABEOKUTA means ‘under the rock’, derived from the Olumo Rock, the town’s most famous landmark. Abeokuta, the capital of Ogun State, lies on the Ogun River amid rugged, rocky hills, offering excellent photo opportunities. Home of adire cloth, Abeokuta has an intriguing array of markets which sell a wide range of exotic goods. Olumo Rock, sacred to the Egba people, is on the east side of the Ogun river. Visitors should engage a guide from the tourist center at the bottom of the rock where one can explore the caves used as sanctuary during the Yoruba civil war. At the rock’s summit, visitors can enjoy a tremendous view of Abeokuta and the Ogun River.
BENIN CITY is steeped in history. World-renowned Benin bronze sculptures date back to the 15th Century when the Oba of Benin ruled the large and powerful Edo kingdom, a period when bronze casting was an art used to glorify the Oba. In 1897, a British expeditionary force sacked Benin and hauled off many of the bronzes to London. Still, several good examples of the bronze artifacts remain in both the Benin and Lagos Museums. Today, bronze casting is still continued in several streets in the city, including Igun and Oloton streets. Another attraction in Benin is Chief Ogiamen’s House, a prime example of Benin traditional architecture built before 1897. The house miraculously survived the “Great Fire” during that period which destroyed most of the city.
IBADAN was until recently the largest indigenous African city. Located along the edge of a thickly wooded forest belt, it was called Eba-Odan, meaning a town at the edge of the forest.’ Today it’s the capital and main commercial center of Oyo state. Places of interest include Dugbe market, a huge traditional marketplace, the Parliament Building, the University of Ibadan, Nigeria’s premiere university, its Teaching Hospital and Cocoa House. Ibadan is also close to the historic towns of Oyo, Ogbomosho, Ijebu-Ode, Ife, Ilesha, and Oshogbo.
ILE-IFE the ancient city of Ile-lfe, in Osun State, is truly unique. The Yorubas consider it to be the cradle of creation and civilization. Legend says that it was at Ife that Oduduwa, sent by Olodumare, the Yoruba creator-god, established the first land upon the waters that covered the earth, thus founding Ife. His sons spread to other parts of Yoruba to create further kingdoms. Ile-lfe became a remarkable center for arts, producing both terracotta figures and bronzes dating from the 12th to 15th Centuries, second only in fame to the Benin bronzes.
LAGOS, on Lagos Island, has been settled since the 15th Century, when Yoruba groups used it as a refuge from outside attacks. It was a trading post between the Benin Kingdom and the Portuguese until the arrival of British traders in the 19th Century, presaging the colonization of the interior. Lagos is divided into several parts, each with its distinctive character. The heart of the city is Lagos Island (Eko), containing most of Nigeria’s commercial and administrative headquarters. It is linked to the mainland by three road bridges, and to Ikoyi Island and Victoria Island by road. The latter are mostly residential areas with palatial houses, expansive gardens and five star hotels in a gorgeous setting. Tourist attractions in the city include The National Museum, The National Theater and miles of beautiful beaches (see pages 26 & 27). Finally, Oba’s Palace sits majestically on Lagos Island, portions of which are over 200 years old with a newly contructed extension.
ONDO area has many fascinating tourist attractions including the Ikogosi Warm Spring, Idanre Hills, Ipolo-Iloro Water Falls, Ebomi Lake and the Museum at Owo. The most popular are Ikogosi Warm Spring and the Idanre Hills. The Ikogosi Warm Spring, located in a valley in Ikogosi Town, northeast of Akure, is ideal for camping or picnics. The Idanre Hills, with curious dome-shaped peaks, are located in Idanre, southwest of Akure. The hills have a socio-religious significance, having protected inhabitants from invaders during inter-ethnic wars in the distant past.
ANAMBRA STATE offers many exciting attractions throughout the area, including the Ogbunike caves, Agulu Lake, Igbo-Ukwu archaeological excavations and the Aguleri Game Reserve. Onitsha, located on the Eastern bank of the River Niger, is famous for its robust market and commercial activity. The traditional Ofala festivals, performed by royalty in Anambra, are rare pageants of color and fanfare. Calabar is an attractive city on the bank of the New Calabar River, near its confluence with the Cross River, which has a long history as the regional port of eastern Nigeria. Residents here trace their ancestors back to Babylon before the time of Christ.
First visited by the Portuguese at the end of the 15th Century, CALABAR is also the center from which many missionaries ventured forth in the 19th and 20th centuries, including Mary Slessor, who arrived in Calabar in 1875. Places of interest include the National Museum in the old Residency Building. The building was prefabricated, shipped from Britain and erected atop Consular Hill in 1884, later known as Government Hill. The museum itself is history, a vibrant colonial style citadel commanding superb views of Calabar and the Calabar River. The museum traces the history of Calabar and the surrounding areas in a spacious setting. Enugu is the center of the Nigerian coal industry, situated in attractive, hilly country with wide roads and expressways and main arteries leading north, south, east and west.Sites in Enugu include a branch of the National Museum, the Iva Valley Coal Mine Museum (where coal was first mined in 1909), and University of Nigeria faculties. It also boasts one of the best hotels in Nigeria, the Nike Lake Hotel. Oron is in the southeast corner of the Akwa-Ibom State, on the Cross River, and is worth visiting for its National Museum. The Museum, overlooking the river, encases the history of the local Ibibo people plus an important collection of wooden Ekpo memorial carvings that portray the male ancestors of the Ibibio people, believed to be two to three centuries old.
OWERRI is predominantly inhabited by the Igbo penpIe. The Igbos are renowned for their music and dancing, especially the colorful masquerades in which the dancers wear elaborate masks. Places of interest include an amusement park, the Nekede Botanical and Zoological Gardens, the Palm Beach Tourist Village at Awomama and the Oguta Lake Holiday Resort, which has recently developed into an international tourist center.
PORT HARCOURT is the capital of River State and is the center of the oil industry in Nigeria. It is called “The Garden City” because of its abundance of trees and parks. Now the second most important port in Nigeria, Port Harcourt did not exist before 1913. Nearby are the two historic ports of Bonny and Brass, formerly connected with the slave trade, but which now serve as oil ports and terminals. The town is a good base from which to explore the local creek villages and towns. The local people include Elk, Kalabari and Ibos, not to mention British, French, American and Dutch, who work in the oil fields.
Sites include the State Museum, which features many examples of local culture including masks and carvings. The Cultural Center on Bonny Street has a stage and auditorium for plays, dancing and a shop where tourists can purchase local handicrafts. The Azumini Blue River sports beautiful clear water with sandy beaches. Tourists can rent canoes for a ride down the river to stop at a beachside picnic site, outfitted with wooden chairs, tables and grills for a pleasant riverside barbecue.
UMUAHIA is home to the National War Museum where relics of the Nigerian civil war are on display, including weapons and fascinating local inventions. Other attractions include the Akwete Blue River Tourist Village and Uwana Beach. Visitors to Akwette will be impressed with its unique weaving industry.
ABUJA, in 1976, was selected by the Federal Government to become the new seat of government; and in 1992, the first of four stages of this move to Abuja was launched with most of the senior government officials now in Abuja. Besides being the administrative seat of government, Abuja is a beautiful city surrounded by rolling hills, with ample mountaineering potential. The Gwagwa Hills, near Suleja, the Chukuku Hills, the Agwai Hills and the famous Zuma rocks are just some of the awe-inspiring manifestations of nature’s beauty in the area.
BIDA is a lively town, famous for its handicrafts and colorful market, and is the principal city of the Nupe people. Bida is famous for its glass beads, cloths, silver and brass work, it’s carved 8-legged stools made from a single piece of wood, and decorative pottery. Bida’s market truly stands out as a traditional showcase of local commerce in Nigeria.
GURARA FALLS is on the Gurara River in Niger State, on the road between Suleja and Minna. Particularly impressive during the rainy season, the falls span 200 meters across with a sheer drop of 30 meters, which creates a dazzling rainbow effect as the water cascades over the top into a cloud of spray below.
ILORIN, an ancient city, is the southernmost point of Fulani expansion and bears characteristics of both north and south. It has often been described as the gateway between the two because of its strategic location, and as a result offers a good base for visiting the surrounding area. Tourist sites in Ilorin include the Mimi’s Mosque and residence built in 1831, the first mosque in Ilorin, and the magnificent new Central Mosque, built during the reign of Zul-Gambari, the late Emir of Ilorin. Both attest to the Islamic culture of the city. Another attraction is the Dada pottery workshop in Okelele quarters, the largest pottery factory in Nigeria. Other local tourist sites in Kwara State include the Esie Museum of stone figures. Over 1,000 soap stone figures of men and women, sitting on stools or kneeling, with elaborate hairstyles and facial marks. Little is known about the figures, being products of a very old civilization. Esie museum houses the largest collection of stone figures in sub-saharan Africa.
OWU FALLS, in Kwara State is the highest and most spectacular natural waterfall in West Africa, at its best during the rainy season. The waterfall cascades 330 feet down an escarpment with rocky outcrops to a pool of ice-cold water below.
LOKOJA is an historic colonial town. Due to its location at the confluence of the two great rivers, the Niger and Benue, it became the headquarters of the Royal Niger Company in the 19th Century. The headquarters building, still standing, was prefabricated in London and shipped to Nigeria, where it was assembled without using a single nail. Also in Lokoja is the Iron of Liberty, located in the compound of the first primary school in northern Nigeria. Here, many slaves were freed at the end of the slave trade.
MAKURDI is located on the bank of River Benue, one of the two great rivers in Nigeria. For visitors to the area, there is a zoological garden in Makudi and Goven Hills, Ushango Hills and Bassa Hills, and fishing and boating on the Benue River. In Igbor there is the Ikure Wildlife Park.
OKENE is the home of the Igbira, an industrious people renowned for their farming abilities and their beautiful woven cloth. Picturesque Okene, nestled atop several rocky hills, is a fascinating place to visit. The craft of cloth weaving still continues to thrive here and the cloth remains highly-prized throughout Nigeria. For tourists in the area, Okene has a thriving market, open every other day, where there is a section dedicated to the woven cloth.
KOTON-KARFI is located west of Okene and about 20 miles north of the confluence of the rivers Niger and Benue. For anyone who enjoys fishing, Koton-Karifi is a paradise, for the multiples of the Niger tributaries are teeming with fish.
BAUCHI is an old Hausa town surrounded by an appealing range of rolling hills, is close to both the Yankari Game Reserve, approximately 1½ hours away to the southeast, and the site of the Geji Rock Paintings, located on the Bauchi-Jos road. In Bauchi, tourists may also visit a memorial and library dedicated to Sir Abubakar Balewa, the first Prime Minister of Nigeria, who was assassinated in 1966. The library houses many of Balewa’s personal papers.
JOS has always been a popular destination for tourists due to its height above sea level (4062 feet). Jos has two golf courses, Rayfield and Plateau, plus a polo club and other sports/entertainment offerings. The National Museum in Jos is one of the best in Nigeria, especially for archaeology and pottery, where many fine examples of Nok heads and artifacts, circa 500 BC – 200 AD, are displayed. The Pottery Hall has an exceptional collection of finely crafted pottery from all over the country. On the same grounds, the Museum of Architecture contains life-size replicas of Nigerian architecture, from the walls of Kano to the Mosque at Zaria to a Tiv village. Other attractions in the area include the wildlife park, nestled amid 8 sq. km (3.09 sq. miles) of unspoiled savanna bush, where the rare pygmy hippopotamus is successfully being bred in ‘hippo pool.’
Lions roam a large enclosure that simulates their natural habitat and visitors will also find elephants, red river hogs, jackals, chimpanzees, crocodiles and numerous other animals to view. The Shere Hills can be seen to the east of Jos and offer a prime view of the city below. Assop Falls is a small waterfall (again, best seen in the rainy season) which could make a pleasant picnic spot on a drive from Jos to Abuja. RIYOM ROCK is a dramatic and photogenic pile of rocks balanced precariously on top of one another, with one resembling a clown’s hat, observable from the main Jos-Gimi road. Kura Falls is a refreshing area forwalks and picnics, with scenery reminiscent of the Scottish highlands.
MAIDUGURI is a handsome, impressive town with broad streets and plentiful trees, presiding over strong traditions and a culture dating back more than 1,000 years. Maiduguri is an ideal place for seeing the Kanuri people, with their fine tribal markings, and the Shuwa women, adorned with plaited hairstyles and flowing gowns.
The BORNO REGION around Maiduguri is one of the most fascinating places in Nigeria. Along the northern borders of the state is Sahel-Savannah country, endowed with rolling sand dunes punctuated by oases in the dry season, yet covered with vegetation during the rainy season. Southern Borno is generally green savannah land, enlivened by hills and rock formations, while toward the Cameroon border, visitors will enjoy majestic mountain visages.
The BULATURA OASES are on the western side of Borno State northeast of Nguru. This is the desert in a Hollywood film set: dunes, camels and palm trees around an oasis. The severe beauty of this place offers a special treat to visitors who have yet to experience such a daunting landscape. The oases are also excellent for bird-watchers; in the dry season there are thousands of palaerartic migrants which congregate there.
YOLA, on the upper reaches of the Benue River, lies in close proximity to some of the most scenic areas of Nigeria, situated along the mountainous border with Cameroon. The Mambilla Plateau (see pages 22 & 23) is within a day’s journey from Yola, as are the Shebshi mountains to the south.
The GWOZA HILLS are breathtaking. They are located southeast of Maiduguri, and southeast of the village of Gwoza Valley, along the Cameroon border.
MANDARA MOUNTAINS are also in this area, stretching from south, in the Mambilla, to Mubi in the north. The Mandaras provide some of the most spectacular scenery in all of Africa. Itis suggested that tourists in the area take at least a week to enjoy both the Nigeria and Cameroon sides of these mountains.
KANO CITY, the oldest major city in Sub Saharan Africa, dates back more than a thousand years. For centuries it was one of the most active commercial centers in West Africa. Today, it is Nigeria’s third largest city and the largest city in the north. Centrally located, Kano City acts as a terminus for all of northern Nigeria, linked by road and communications with all other major population centers in the region. By virtue of its historic role as trading center between the Sahara, down south to Zaria, Kano remains a living, modern day relic of a rich past.
The Emir’s Palace in Kano is the past incarnate with its old stone walls and entrance gate, at the heart of this ancient city, encircled by a wall that extended 17.7km in circumference, with 16 different gates. Close by, the Gidan Makama Museum offers an excellent history of Kano and of the Hausa and Fulani peoples. Kano Central Mosque is one of the largest in Nigeria and, with permission, a visitor may be allowed to ascend one of its towering minarets to gain a spectacular view of the city below.
KADUNA was previously the colonial capital of northern Nigeria. Located on the Kaduna River, the city serves as an important junction, with roads extending in five different directions. Kaduna is a major communications center and industrial base but also a thriving metropolis from which tourists can explore the surrounding countryside. Within Kaduna there is a National Museum on Ali-Akilu Road that features wood carvings, masks, Nok terracotta figures and Benin bronzes. Plans are under way to have an annual Durbar festival in Kaduna like the 1977 Durbar, festival that drew all the northern Emirs to Kaduna.
KATSINA, the northernmost city in Nigeria, sits on the edge of Sahel and borders the neighboring country of Niger, which has traded with her for centuries. Katsina, one of the old walled Hausa cities, is the capital of Katsina State. The Gobarau Minaret, a most picturesque tourist attraction, is the tallest mud-brick building in Nigeria and is 250 years old. A fine view of Katsina can be gained from the top, an area that hosts the best and most elaborate Durbar festivals
BIRNIN KEBBI, a centuries old Hausa-Fulani walled city is the capital of the newly-created Kebbi State. The area is famous for traditional arts and crafts, beads, swords and glassware, and is the site of the Argungu Fishing Festival, one of the most popular tourist attractions in Nigeria. Held annually, it attracts competitors from neighboring Niger and Chad Republics, plus many visitors from all over the world. Apart from the traditional fishing competition, there are also boxing and wrestling contests.
SOKOTO, the center of Islamic activities in Nigeria, is the home of the Sultan of Sokoto, the spiritual leader of Muslims in the country. The city stretches with avenues of lush trees and wide roads, appearing like an oasis in a semi-desert area. Sokoto is another of the great trading cities of the North, with old trade routes across the Sahara to Morocco and Algeria. It is famed for its excellent leatherwork: handbags, wallets, fans and other items featuring exquisite crafting.
The Sultan’s Palace is a delightful sight, with its lavish architecture and guards in their multicolored regalia. At 9:00 pm on Thursdays, visitors can watch the musicians play the Tambari for the Sultan. Usman dan Fodio, the founder of the present day Hausa-Fulani states, is buried in Sokoto. Though not a tourist site per se, it holds great historic importance.
ZARIA, one of the original seven Hausa cities founded in the 16th Century, is a vibrant, attractive city which has retained its ancient look by leaving most of the modern development and industry to nearby Kaduna. Once surrounded by some 19 km of walls, in some areas still well-preserved, Zaria has three important establishments: The Ahmadu Bello University at Samaru quarter, the first university in the north, Barewa College, the oldest high school in the north, where most of the Nigerian political and military leaders were educated, and finally the Nigeria School of Civil Aviation, the only one of its kind in West Africa.
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)
(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 undertaken 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 shareholders 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 percent 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.
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;
(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 incorporated, 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 accordance 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.
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
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 workplace, 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 employee in respect of anything to be done or provided in pursuance of the Factories Act.
Workmen’s Compensation Act
The laws provide for the payment of compensation to workmen for injuries suffered in the course of their employment.
LABOUR, HEALTH, TRADE & ENVIRONMENTAL STANDARDS: National Minimum Wage
National Minimum Wage
Due to inflationary factors, further wage increases have been recommended, and minimum wage have been reviewed upward as an incentive to the workers as announced by the Federal Government during the celebration of workers day in May 2010. An employer, defined as someone employing 50 or more persons, is required to pay the minimum wage, defined as the total emolument payable to a worker.
All employers and trade unions in both the public and private sectors of the economy are permitted to make adjustments to total remuneration packages through the process of collective bargaining. The remuneration agreed requires the approval of the Federal Minister of Employment, Labour and Productivity. Approval will be given where the increases are moderate, non-inflationary and affordable. The agreed and approved remuneration will apply from the first day of the calendar month that follows such agreement. Backdating of increments is not permitted.
LABOR, HEALTH, TRADE & ENVIRONMENTAL STANDARDS: Regulatory Bodies
Standards Organisation of Nigeria
The Nigerian Standards Organisation Act, 1971, established as an integral part of the Federal Ministry of Industries, the Standards Organisation of Nigeria, to carry out among other things, the following functions:-
– to designate, establish and approve standards in respect of meteorology, materials, commodities, structures and processes for the certification of products in commerce and industry throughout Nigeria;
– to provide necessary measures for quality control of raw materials and products in conformity with the standards specifications;
– to compile Nigerian standards specifications;
– to ensure compliance with designated standards;
– to establish a quality assurance system including certification of factories, products and laboratories;
– to develop methods for testing of materials, supplies and equipment items purchased for use by public and private establishments;
– to undertake preparation and distribution of standards samples;
– to establish and maintain laboratories necessary for the performance of its functions.
On the payment of a nominal fee it is possible to obtain from the offices of the Standards Organisation of Nigeria the prescribed standards for a number of products.
National Agency for Food And Drug Administration and Control
NAFDAC was established in 1993 with functions to regulate and control the importation, exportation, manufacturing, advertisement, distribution, sale and use of food, drugs, cosmetics, medical devices, bottled water and chemicals.
Drugs and Related Products
No drug product, cosmetic or medical device shall be manufactured, imported, exported, advertised, sold or distributed in Nigeria unless it has been registered in accordance with the provisions of and regulations made under a 1993 Act.
Environmental Impact Regulation
Similar to what obtains in several other convention countries, environmental protection is accorded a lot of prominence in Nigeria. The Federal Environmental Protection Agency (FEPA) is charged with overall responsibility for monitoring, supervising and coordinating Environmental Impact Assessment (EIA).
A comprehensive Environmental Impact Assessment procedure for Nigeria, as well as EIA guidelines for various industrial sectors has been compiled.
LABOUR, HEALTH, TRADE & ENVIRONMENTAL STANDARDS: Trade Malpractices Decree
Trade Malpractices Decree 1992
This Law creates certain offences relating to trade malpractices and sets up a Special Trade Malpractices Investigation Panel to investigate such offences. The law provides against any person who:
– falsely labels, packages, sells, offers for sale or advertises any product so as to mislead as to its quality, character, brand, name, value, composition, merit or safety; or
– for the purpose of sale, contract or other dealing, uses or intends to use any weight, measure or number which is false or unjust; or
– sells any product by weight, measure or number and delivers to the purchaser a less weight, measure or number than is purported to be sold,
– advertises or invites subscription for any product or project which does not exist.
LABOR, HEALTH, TRADE & ENVIRONMENTAL STANDARDS: Consumer Protection Council
A Consumer Protection Council has been established in Nigeria with the objectives to:-
– provide speedy redress to consumer complaints through negotiations, mediation and conciliation;
– seek ways and means of removing from the market hazardous products and cause offenders to replace such products with safer and more appropriate alternatives;
– publish from time to time a list of products whose consumption and sale have been banned, withdrawn, restricted, or not approved by the Nigerian government or foreign governments;
– cause an offending company, firm, trade association or individual to protect, compensate, provide relief and safeguards to injured consumers or communities from adverse effects of technologies that are inherently harmful, violent or highly hazardous;
– organise and undertake campaigns and other forms of activities as will lead to increased public consumer awareness;
– encourage trade, industry and professional associations to develop and enforce in their various field quality standards designed to safeguard the interests of consumers;
– encourage the formation of voluntary consumer groups or associations for consumers’ well being.
In the exercise of its functions, the Council is empowered to:
– apply to court to prevent the circulation of any product which constitutes an imminent public hazard;
– compel a manufacturer to certify that all safety standards are met in their products
FOREIGN INVESTMENT REQUIREMENTS AND PROTECTIONS: Foreign Investment Requirements
Principal Laws on Foreign Investments
The principal laws regulating foreign investments are, the Nigerian Investment Promotion Commission Decree No.16 of 1995 and the Foreign Exchange (Monitoring and Miscellaneous Provisions) Decree No.17 of 1995.
Deregulation of Equity Structure in Nigeria Enterprises
Effectively, the Nigerian Enterprises promotion (Repeal) Decree No. 7 of 1995 has abolished any restrictions, in respect of the limits of foreign shareholding, in Nigeria registered/domiciled enterprises.
The only enterprises which are still exempted from free and unrestrained foreign participation are those involved in:
– Production of arms and ammunition;
– production of and dealing in narcotic drugs and psychotropic substances;
The Nigerian Investment Promotion Commission Decree No. 16, 1995 (NIPC Decree)
This decree established the Nigerian Investment Promotion Commission (NIPC) as the successor to Industrial Development Coordination Committee (IDCC)
Functions and Powers
The Nigerian Investment Promotion Commission (NIPC) is an Agency of the Federal Government with perpetual succession and a common seal which is specially established, among other things, to:
(a) co-ordinate, monitor, encourage and provide necessary assistance and guidance for the establishment and operation of enterprises in Nigeria;
(b) initiate and support measures which shall enhance the investment climate in Nigeria for both Nigerian and non-Nigerian investors;
(c) promote investments in and outside Nigeria through effective promotional means;
(d) collect, collate, analyse and disseminate information about investment opportunities and sources of investment capital and advise on request, the availability, chance or suitability of partners in joint-venture projects;
(e) register and keep records of all enterprises to which the NIPC Decree legislation applies;
(f) identify specific projects and invite interested investors for participation in those projects;
(g) initiate, organise and participate in promotional activities such as exhibitions, conferences and seminars for the stimulation of investments;
(h) maintain liaison between investors and Ministries, government departments and agencies, institutional lenders and other authorities concerned with investments;
(i) provide and disseminate up-to-date information on incentives available to investors;
(j) assist incoming and existing investors by providing support services;
(k) evaluate the impact of the Commission in investment in Nigeria and recommend appropriate remedies and additional incentives;
(l) advise the Federal Government on policy matters, including fiscal measures designed to promote the industrialisation of Nigeria or the general development of the economy; and
(m) perform such other functions as are supplementary or incidental to the attainment of the objectives of NIPC Decree.
Provisions Relating to Investments
Notable amongst the provisions relating to investments are the following:
– A non-Nigerian may invest and participate in the operation of any enterprise in Nigeria;
– An enterprise in which foreign participation is permitted, shall after its incorporation or registration, be registered with the NIPC.
– A foreign enterprise may buy the shares of any Nigerian enterprise in any convertible foreign currency.
A foreign investor in an approved enterprise is guaranteed unconditional transferability of funds through an authorised dealer, in freely convertible currency of:
(a) dividends or profit (net of taxes) attributable to the investment;
(b) payments in respect of loan servicing where a foreign loan has been obtained; and
(c) the remittance of proceeds (net of all taxes) and other obligations in the event of sale or liquidation of the enterprise or any interest attributable to the investment.
Priority Areas of Investment
The NIPC issues guidelines and procedures which specify priority areas of investment and prescribed incentives and benefits which are in conformity with Government policy.
Incentives For Special Investment
For the purpose of promoting identified strategic or major investment, the NIPC may in consultation with appropriate Government agencies, negotiate specific incentive packages for the promotion of investment
FOREIGN INVESTMENT REQUIREMENTS AND PROTECTIONS: Investment Protection Assurance
The NIPC Decree provides that:
(a) No enterprise shall be nationalised or expropriated by any Government of the Federation; and
(b) No person who owns, whether wholly or in part, the capital of any enterprise shall be compelled by law to surrender his interest in the capital to any other persons.
There will be no acquisition of an enterprise by the Federal Government unless the acquisition is in the national interest or for a public purpose under a law which makes provision for:
(a) payment of fair and adequate compensation; and
(b) a right of access to the courts for the determination of the investor’s interest of right and the amount of compensation to which he is entitled.
Compensation shall be paid without undue delay, and authorisation given for its repatriation in convertible currency where applicable.
Apart from the investment guarantee assurances of the NIPC Decree, countries are welcome to execute and enter into bilateral Investment Promotion and Protection Agreements (IPPA) with the Nigerian government.
FOREIGN INVESTMENT REQUIREMENTS AND PROTECTIONS: Steps For Establishing New Companies
Checklist of Steps For Establishing New Companies in Nigeria with Foreign Shareholding
1. Establish partners/shareholders and their respective percentage shareholdings in the proposed company.
2. Establish name, initial authorised share capital and main objects of proposed company.
3. [EXCEPT in instances where the proposed company will be 100% owned by non-resident shareholders] – Prepare Joint-Venture Agreement between prospective shareholders. The Joint-Venture may specify; inter-alia, mode of subscription by parties, manner of Board Composition, mutually protective quorum for meetings, specific actions which would necessitate shareholders approval by special or other resolutions.
4. Prepare Memorandum and Articles of Association, incorporating the spirit and intents of the Joint-Venture Agreement.
5. Foreign Shareholder may grant a power of attorney to its Solicitors in Nigeria, enabling them to act as its Agents in executing incorporation and other statutory documents pending the grant of Business Permit (i.e. formal legal status for foreign branch/subsidiary operations) to the foreign shareholder.
6. Conduct a search as to the availability of the proposed company name and, if available, reserve the name with the CAC.
7. Effect payment of stamp duties, CAC filing fees and process and conclude registration of the company as a legal entity.
1. Obtain “Tax Clearance Certificate” for the newly registered company
2. Prepare Deeds of Sub-Lease/Assignment, as may be appropriate, to reflect firm commitment on the part of the newly registered company, to acquire business premises for its proposed operations.
1. Prepare and submit simultaneous applications to the NIPC (on the prescribed NIPC Application Form) for the following approvals:-
– Business Permit and Expatriate Quota;
– Pioneer Status and other incentives (where applicable)
2. The application to the NIPC should be accompanied with the following documents:-
– Copies of the duly completed NIPC Form;
– Copies of the treasury receipt for the purchase of NIPC Form;
– Copies of the Certificate of Incorporation of the applicant company;
– Copies of the Tax Clearance Certificate of the applicant company;
– Copies of the Memorandum and Articles of Association;
– Copies of treasury receipt as evidence of payments of stamp duties on the authorised share capital of the company as at date of application;
– Copies of the Joint-Venture Agreement – UNLESS 100% foreign ownership is envisaged;
– Copies of feasibility Report and Project Implementation Programme of a company for its proposed business. It is advisable that quotations, letters of intent and other such documentations relating to industrial plant and machinery to be acquired by the company, be forwarded either as annexes or separately. In order to discourage the dissipation of administrative energy on speculative applications, the NIPC favours the applicant who has demonstrated positive intention to commence business as and when approvals are granted. Hence, the requests for evidence of acquisition of business premises and evidence of having sourced the plant and machinery to be utilised in the company’s business;
– Copies of Deed(s) of Sub-Lease/Agreement evidencing firm commitment to acquire requisite business premises for the company’s operation. By implication, the ultimate NIPC approvals do incorporate approvals of the industrial site locations indicated in the application;
– Copies of training programme or personnel policy of the company, incorporating management succession schedule for qualified Nigerians;
– Particulars of names, addresses, nationalities and occupations of the proposed directors of the company;
– Job title designations of expatriate quota positions required, and the academic and working experience required for the occupants of such positions. It is pertinent to note that expatriate quota on a “Permanent Until Reviewed” (PUR) status is only accorded to a Managing Director, where the non-resident shareholders own a majority of the company’s shares, and the authorised capital of the company is N5 million and above;
– Copies of information brochure on foreign shareholder (if available) as testimony of international expertise and credibility of the foreign partner in the proposed line of business.
1. Having obtained the requisite NIPC approvals and Business Permit Certificate, the non-resident shareholder must act with despatch to import its foreign equity holding in the company. To ensure prompt importation of the foreign equity components, the NIPC may grant Business Permit but defer approvals for Expatriate Quota and Pioneer Status and other applicable investment incentives, until evidence of capital importation is produced.
2. After obtaining Certificate of Capital Importation from the bank, the NIPC is to be notified of this fact with the supporting documentation, in order for it to resume processing of pending approvals that might have been deferred on such ground.
3. As soon as expatriate quota position are granted and the respective individuals to fill the quota positions are recruited, the company must embark on steps to obtain work permit and residency status for the expatriate employees and their accompanying spouses and children (if any).
The Difference Between ‘BUSINESS PERMIT’ and ‘EXPATRIATE QUOTA’
Business permit, as the name connotes, is the permanent authorization for the local operation of businesses with foreign investments either as branch/subsidiary of a foreign company or otherwise.
Expatriate quota is the official permit to a company, conveying permission for the company to employ individual expatriates to specifically approved job designations, and also specifying the permissible duration of such employment. The expatriate quota forms the basis of work permits for expatriate individuals employed ( whose qualifications must fulfill the criteria established for the particular quota position). Expatriate quota positions are usually granted for 2-3 years subject to renewal, EXCEPT in cases where companies qualify for and are granted not more than one (1) “PUR” Quota ( i.e. Permanent Until
The Current Regulation on The Appointment of Foreign Directors
The promoters of business ventures in Nigeria are free to appoint directors of their choice, either foreign or Nigerian, and the directors may be resident or non-resident. The application to the NIPC must reflect the names of the proposed Nigerian and foreign directors (with an indication of resident and non-resident directors). The Business Permit Certificate consequently issued following such application usually reflects the respective names of the proprietors of the company, as well as the directors representing each proprietor or co-proprietor.
Payments of foreign directors’ fees, are remittable in the same manner as dividends accruing to the foreign company. However, since such fees are taxed at source (5% as a withholding tax), each foreign director’s fees are remittable subject to satisfactory evidence that the taxable amounts on such fees have been paid.
Pioneer Status (Tax Holiday) Advantages to a Company
The Industrial Development (Income Tax Relief) Act, Cap. 179 Laws of Nigeria, 1990, declares a number of industries as pioneer industries. Thus, any company whose products fall within the categorised industries could be conferred with Pioneer Status.
This designation is not necessarily a reflection that a company was pioneer per se in the industry, as several companies within the same pioneer industry classification could qualify for Pioneer Status. Where the activities of a company include the production of pioneer and non-pioneer products, the tax relief available on conferment of Pioneer Status would be restricted to income derived from pioneer products only. Under the current industrial policy, conferment of Pioneer Status accords a company relief from income tax liability for a period of up to 5 years (tax-holiday status).
Finally, it should be noted that even if a company’s activities and/or products are classified within pioneer industries, the grant of Pioneer Status is not automatic. The criteria for granting Pioneer Status are related and/or based on the following considerations:-
(i) the amount of underlying capital investment in a company (N5 million and above) must be verifiable by physical inspection and supported by a report of the Industrial Inspectorate Division of the Federal Ministry of Industries, before a Pioneer Certificate is granted.
(ii) the socio-economic advantages of a company’s activities to the Nigerian economy as set out in its Feasibility Study is also an important consideration.
Without prejudice to these conditions, NIPC is empowered to confer Pioneer Status and other investment incentives, in any other deserving
circumstance as the Council of NIPC may approve.