2024 saw significant changes in Nigeria’s legal and regulatory landscape, with notable developments across various sectors including financial services, oil and gas, energy, transportation, etc.  Significant judicial decisions were also delivered by the courts which shaped the tax and gaming landscapes in Nigeria. This recap is divided into four parts representing the four quarters of the year, highlighting what we think are the most impactful laws and regulations, reforms, and judicial decisions in 2024.

1^st Quarter (January – March 2024)

Forex policy reforms were implemented by the Central Bank of Nigeria (CBN) with the aim of stabilizing the Naira, fostering economic growth and the provision of agricultural funding to support food production. Financial policy and regulations were revised by the CBN to ensure the financial industry players operate within a well-regulated environment ensuring the integrity of the financial services sector.

• On 5 January 2024, the Supreme Court of Nigeria delivered a judgment in the case of National Inland Waterways Authority (NIWA) v. The Lagos State Waterways Authority (LASWA). The Supreme Court reaffirmed the power of the Federal Government through the National Inland Waterways Authority (NIWA) to control the activities on the country’s waterways. The decision of the court settled the dispute between NIWA and Lagos State over the appropriate party with regulatory rights over the country’s waterways with the decision of the court in favour of NIWA.
• On 18 January 2024, the National Agency for Food and Drug Administration and Control (NAFDAC) launched the Narcotic Drugs Serialisation Pilot Project, in a bid to strengthen the quality and security of medical products in the country’s drug distribution network. NAFDAC disclosed that the initiative was aimed at combatting the proliferation of substandard and falsified medicines by implementing a traceability system, addressing challenges posed by unscrupulous elements in the pharmaceutical supply chain.
• On 29 January 2024, the CBN issued the Financial Market Price Transparency circular requiring all Authorized Dealers that the CBN has permitted financial markets transactions to be conducted on a ‘’willing buyer will seller’’ basis and therefore expects prices to be quoted and displayed in a transparent manner.
• On 31 January 2024, the CBN issued the Reviewed Guidelines on International Money Transfer Services in Nigeria. The Guidelines stipulate the regulatory requirements that must be met to process and obtain license to provide international money transfer services in Nigeria. The Guidelines revised upward the application fees, capital requirements, etc.
• On 31 January 2024, the CBN issued the Harmonising of Reporting Requirements on Foreign Currency Exposure of Banks to address the growth in foreign currency exposures of banks through their Net Open Position (NOP). Therefore, to ensure the risks are well managed and avoid losses, the CBN issued the guidelines to address it.
• On 2 February 2024, the CBN issued the Cash Reserve Requirement Framework Implementation Guidelines which stated the implementation of a significant policy change by revising the Cash Reserve Ratio (CRR) framework. This update included a reduction in the Loan-to-Deposit Ratio (LDR) compliance requirement from 65% to 50%, aiming to address lending shortfalls among deposit money banks. The revised framework requires banks falling short of this new LDR threshold to allocate 50% of the shortfall as part of their CRR with the CBN.
• On 27 March 2024, the Nigerian president issued a directive titled Implementation of a Single-Digit Tax System which aims to streamline Nigeria’s tax structure by reducing the number of taxes to a maximum of nine. This initiative seeks to simplify the tax code, alleviate the tax burden, and foster a more business-friendly environment. The directive will take effect following the completion of the Presidential Committee on Fiscal Policy and Tax Reforms’ work.
• On 28 March 2024 the CBN issued the Review of Minimum Capital Requirements for Commercial, Merchants and Non-Interest Banks in Nigeria which stipulated new minimum capital requirements for banks. It sets the minimum capital base for commercial banks with international authorisation at N500 billion. The minimum capital base for commercial banks with national authorisation is now N200 billion, while the requirement for those with regional authorisation is N50 billion. Merchant banks are required to have a minimum capital base of N50 billion, while non-interest banks with national and regional authorisations must meet minimum requirements of N20 billion and N10 billion, respectively. All banks are required to meet these requirements within 24 months starting from 1 April 2024 and ending on 31 March 2026.

2^nd Quarter (April – June 2024)

The second quarter saw the enactment of laws and the issuance and revision of key financial regulations by the CBN. The Student Loans Access to Higher Education (Repeal and Re-enactment) Bill, 2024 was enacted. The Cybersecurity levy was set for implementation by the CBN but was eventually suspended due to public outcry over the announcement and the proposed implementation of the levy. The electricity market is also gradually being deregulated by states with some states receiving the approval of the NERC to regulate electricity market within their respective states.

• On 3 April 2024, the Nigerian president signed the Student Loans Access to Higher Education (Repeal and Re-enactment) Bill, 2024 into law. This revised legislation aims to provide financial assistance to indigent Nigerian students by offering interest-free loans through the Nigerian Education Loan Fund. The law is intended to promote accessible higher education and functional skill development for students across the country.
• On 22^nd April 2024, the Federal Government launched a ₦200 billion Intervention Fund Aimed at Supporting Micro, Small, and Medium Enterprises (MSMEs) and Manufacturers. This initiative, introduced by the Bank of Industry, is designed to stimulate local production, reduce import dependency, and enhance Nigeria’s industrial growth. Eligible businesses can access loans under favourable terms, including single-digit interest rates and flexible repayment conditions, to improve capacity, expand operations, and create jobs.
• On 2 May 2024, the Federal Inland Revenue Service (FIRS) issued a directive titled Implementation of Stamp Duty on Mortgage-Backed Loans and Bonds. The Nigerian government directed banks to deduct stamp duty charges on mortgages. This directive is aimed at improving revenue generation from the stamp duty on financial transactions. The charge is applicable to all mortgage transactions and is expected to support government revenue collection. It introduced a 0.375% stamp duty on mortgage-backed bonds. This charge applies to various types of mortgage and legal instruments as specified under the Stamp Duties Act (SDA).
• On 6 May 2024, the CBN issued the Cybercrimes (Prohibition, Prevention, etc) (Amendment) Act 2024 – Implementation Guidance on the Collection and Remittance of the National Cybersecurity Levy. The Guidance required the deduction of 0.5% cybersecurity levy on all electronic transactions. The Guidance exempted certain transactions including loan disbursements and repayment, salary payments, letters of credits, cheques clearing and settlement, etc. The implementation of the Guidance has now been temporarily suspended following protests by the public
• On 7 May 2024, the Corporate Affairs Commission (CAC) issued a public notice titled CAC and Fintech Operators which mandated all Point of Sale (POS) operators in Nigeria to complete their business registration with the CAC by 7 July 2024 which was eventually extended by 60 days to 5 September 2024. This directive by the CAC aligned with the Companies and Allied Matters Act (CAMA) 2020 and the Central Bank of Nigeria’s (CBN) agent banking guidelines which aim to safeguard the operations of FinTechs, improve accountability, and strengthen the economy.
• On 22 May 2024, the CBN issued the Revised Regulatory and Supervisory Guidelines for Bureau De Change Operations in Nigeria. The Guidelines required existing Bureau De Change (BDC) operators to re-apply for a new license in accordance with any of the license categories and meet the minimum capital requirements within six months. New applicants are also required to comply with the Guidelines which supersedes the Revised Operational Guidelines for Bureau De Change in Nigeria dated November 2015. It also categorizes BDC license into tier 1 with permission to operate in any state and tier 2 with permission to operate in only one state.
• On 14 June 2024, the SEC issued a circular titled Implementation of Enterprise Risk Management, it provides that all Capital Market Operators (CMOs) are required to implement an Enterprise Risk Management (ERM) framework that conforms to international standards such as the Committee of Sponsoring Organizations of the Treadway Commission (COSO), the International Organization for Standardization (ISO 31000), Financial Action Task Force (FATF) Recommendations and any other internationally recognized risk management standards. The adoption of comprehensive risk management practices is important in minimizing systemic impact and safeguarding the interests of all stakeholders.
• On 24 June 2024, The Securities and Exchange Commission released a circular titled Revamped E-Dividend Mandate Management System Portal which launched the revamped e-Dividend Mandate Management System (e-DMMS) Portal. This is noted to be an important step towards curbing the growth of unclaimed dividend and generally improving investor experience in the Nigerian Capital market. The revamped e-DMMS Portal introduces a “self-service interface” that allows investors apply to mandate their accounts for e-dividend virtually, without having to visit a Registrar or a Bank.
• On 28 June 2024, the Nigerian president signed an executive order eliminating tariffs, excise duties, and VAT on imported pharmaceutical inputs. This is part of a broader initiative to support local drug manufacturers and improve the availability of essential medicines in Nigeria. The executive order is intended to make local pharmaceutical producers more competitive by reducing costs, thereby ensuring more affordable healthcare for Nigerians.

3^rd Quarter (July – September 2024)

The third quarter of 2024 saw a lot of regulatory activities by regulators in Nigeria. The CBN, SEC and NCC were all very active as they issued regulations and initiated reforms applicable to operators in the various sectors which they regulate.  The Federal Government introduced the Deduction of Tax at Source Regulations 2024, aligning with the National Tax Policy and exempting certain sectors like telecommunications. Significant judicial decisions were also handed down as in the case of the Federal High Court allowing companies to have single shareholder regardless of the incorporation date.

• On July 2024, some states including Imo, Enugu, Ekiti, and Ondo received the approval of the Nigerian Electricity Regulatory Commission (NERC) to regulate their electricity markets in line with the provisions of the Electricity Act, 2023. This allows the states to oversee power generation, transmission, and distribution within their jurisdictions, marking a significant step towards decentralizing electricity regulation in Nigeria.
• On 11 July 2024, the Supreme Court of Nigeria delivered judgment in the case between the Attorney General of the Federation v. Attorney General of Abia State & 35 Others. This landmark decision reinforced the financial autonomy of local governments, declaring it unconstitutional for state governors to withhold funds allocated to local governments, dissolve local government councils, or appoint caretaker committees. The court mandated that funds meant for local governments be paid directly into their accounts, ensuring their independence and strengthening democratic governance at the grassroots level.
• On 19 July 2024, the CBN issued the Guidelines on Management of Dormant Accounts, Unclaimed Balances and Other Financial Assets in Banks and Other Financial Institutions in Nigeria. The Guidelines revised the 2015 guidelines on the subject matter. The Guidelines aim to reunite beneficial owners with unclaimed balances and financial assets, holding funds in trust for beneficial owners, etc. It also states the roles of key stakeholders including the CBN, Nigeria Deposit Insurance Commission (NDIC), financial institutions, account owners and beneficial owners, etc.
• The Nigerian Communications (Consumer Code of Practice) Regulations, 2024 with a commencement date of 29 July 2024 was issued by the Nigerian Communications Commission (NCC). The Regulations aim to prescribe the procedures to be followed by licensees in determining the contents and features of a consumer code of practice and preparing same for approval.
• The NCC issued the Nigerian Communications (Type Approval) Regulations, 2024 with a commencement date of 29 July 2024. The regulations apply to every person providing communication services, manufactures or supplies communications equipment. It also prescribes the processes for the type of approval of communications equipment and identify applicable technical standards while ensuring that communications equipment used in communications networks are safe and do not compromise national security.
• On 29 July 2024, the Nigerian president signed the National Minimum Wage Act 2019 (Amendment) Bill into law, raising Nigeria’s national minimum wage from ₦30,000 to ₦70,000 per month, following extensive negotiations between the Federal Government, labour unions, and the private sector.
• On 30 July 2024, the Federal High Court ruled in Primetech Design and Engineering Nigeria Limited v. The Corporate Affairs Commission (CAC) in favour of allowing all private companies in Nigeria regardless of their incorporation date, to have a single shareholder under the Companies and Allied Matters Act 2020 (CAMA 2020). This decision clarifies that section 18(2) of CAMA 2020 applies universally to both new and older private companies. Previously, there was uncertainty about whether this provision applied only to companies incorporated before the enactment of CAMA 2020. The ruling is significant as it removes restrictions on private companies transitioning to a single shareholder structure without the risk of being wound up by the regulator, offering greater flexibility for business growth.
• On 2 September 2024, the Nigerian Investment Promotion Commission (NIPC) the Revised Service Fee Schedule for Business Registration and Pioneer Status Incentives (PSI) Applications. This increased the fees for applying for business registration and obtaining pioneer status incentives, conducting due diligence, introduced an annual business registration renewal fee, etc.
• On 3 September 2024, the Securities and Exchange Commission (SEC) introduced an electronic filing system to improve the efficiency of the Nigerian capital market. This system aims to reduce listing time for securities and enhance liquidity, enabling quicker access to capital for companies. This is expected to streamline approvals, increase transparency, boost investors’ confidence, and ultimately contributing to the growth of the Nigerian economy.
• On 30 September 2024, the Federal Government introduced the Deduction of Tax at Source (Withholding) Regulations, 2024 which was published in the official gazette and followed by a public notice issued by the FIRS on 2^nd October 2024. These regulations, set to take effect on 1 January 2025 exempt items such as telephone charges, internet data, airline tickets, and out-of-pocket supplier expenses from withholding tax, aligning with the National Tax Policy.

4^th Quarter (October – December 2024)

The final quarter of 2024 witnessed a series of landmark judicial decisions, regulatory developments, and advancements in Nigeria’s economic and financial landscape. Landmark court decisions signalling a shift toward greater accountability and adherence to the rule of law. Regulatory agencies introduced policies aimed at fostering transparency. These developments collectively highlight Nigeria’s strides toward modernization, sustainable growth, and global competitiveness.

• On 2^nd October 2024, the Federal High Court sitting in Abuja ruled in the case between Abubakar Marshal v. Vehicle Inspection Officers (VIO) that VIOs lack statutory authority to stop private vehicles, demand roadworthiness certificates, impound vehicles, or impose fines on motorists. The court clarified that the requirement for roadworthiness certificates applies exclusively to commercial vehicles under existing laws. The court described the actions of the VIOs, including the imposition of fines and confiscation of private vehicles as oppressive, unlawful, and without legal foundation.
• Value Added Tax Modification Order 2024 and Notice of Tax Incentives for Deep Offshore Oil & Gas Production in accordance with the Oil & Gas Companies (Tax Incentives, Exemption, Remission, etc.) Order 2024 were issued by the Federal Government. The VAT Modification Order 2024 exempts energy products including diesel, LPG, CNG and clean energy infrastructures from VAT while the Notice of Tax Incentives introduces new tax reliefs to attract investments into Nigeria’s deep offshore Oil & Gas projects.
• On 3 October 2024, the Federal Inland Revenue Service (FIRS) issued a public notice notifying taxpayers that The Deduction of Tax at Source Withholding (WHT) Regulations, 2024 would take effect from 1^st January 2025 ending the current withholding tax regime contained in the Companies Income Tax Act.
• The FIRS launched an Unstructured Supplementary Service Data (USSD) Code on 9 October 2024 for the purpose of improving taxpayers’ satisfaction. The USSD enables taxpayers to retrieve their Taxpayers Identification Number (TIN) verify Tax Clearance Certificate (TCC), etc.
• On 7 October 2024, the Federal High Court, Lagos struck out the suit commenced by the Manufacturers Association of Nigeria (MAN) v. National Electricity Regulatory Commission (NERC) & 11 Others which challenged the implementation of electricity tariff review on the grounds of the suit being an abuse of court process having not being commenced in accordance with due process and no disclosure of reasonable cause of action.
• In October 2024, Moniepoint, a Nigerian FinTech startup became a unicorn by getting a $1 billion valuation after raising $110 million in Series C funding which highlights the rapid growth and importance of FinTech payment providers in Nigeria.
• In November 2024, the Federal Government announced its plan to establish a national data bank to serve as a centralized platform for the collection, analysis and dissemination of transport-related data for the purpose of informed decision-making and policy formulation.
• On 15 November 2024, the Supreme Court of Nigeria declined to declare the Economic and Financial Crimes Commission (EFCC), Nigerian Financial Intelligence Unit (NFIU) and Independent Corrupt Practices and Other related offences Commission (ICPC) as illegal and unconstitutional in the suit between Attorney General of Kogi State & 18 Ors v. Attorney General of Federation suit No: SC/CV/178/2023).
• On 22 November 2024, the Supreme Court of Nigeria in the case between Lagos State Government & Ors v. Attorney General of Federation & Anor suit No SC/1/2008 nullified the National Lottery Act, 2005 and limited its application to only the Federal Capital Territory (FCT). The National Lottery Act, before the decision of the Supreme Court, applied in the entire country to sports betting and lottery licensing.
• On 29 November 2024, the Central Bank of Nigeria (CBN) released Revised Guidelines for The Nigerian Foreign Exchange Market (NFEM), marking a significant overhaul of the country’s FX operations. The new framework consolidates all FX windows, redefines the roles of market participants, and introduces stricter compliance and transparency measures. Key provisions address the roles of Authorized Dealers, Bureaux de Change (BDCs), pricing mechanisms, interbank trading, compliance, and reporting standards. The guidelines mandates that all BDC transactions comply with licensing terms and be reported in real time. Furthermore, all FX transactions must now be priced through the Electronic Foreign Exchange Matching System (EFEMS), a centralized platform that also publishes daily FX rates for public access, underscoring a strong emphasis on pricing transparency and rigorous reporting requirements.
• On 3 December 2024, the Lagos State Governor signed the Lagos Electricity Bill 2024 into law, marking a significant step toward energy independence for Lagos State. This legislation establishes the Lagos State Electricity Regulatory Commission to oversee the electricity market, regulate power generation, and set tariffs. It also created the Lagos State Electrification Agency to promote off-grid solutions and enhance electricity access in underserved areas. Additionally, the bill introduces the Lagos Electrification Fund to finance the state’s grid expansion and off-grid projects with a focus on renewable energy, energy efficiency, and decarbonization.
• On 11 December 2024, the Central Bank of Nigeria (CBN) imposed a fine of ₦1 billion each on Moniepoint and OPay for regulatory non-compliance. These penalties were part of the CBN’s routine audits of the activities of FinTechs which identified compliance issues within these companies. The fines underscore the CBN’s commitment to enforcing strict regulatory standards in Nigeria’s rapidly expanding digital financial services industry. On 16 December 2024, the Federal Competition and Consumer Protection Commission (FCCPC) rejected Coca-Cola Nigeria Limited’s appeal against a N186 million fine. The fine was imposed due to deceptive branding practices, including misleading product descriptions and unfair marketing tactics. The FCCPC’s decision underscores its commitment to protecting consumers and ensuring fair and honest practices in the Nigerian market.
• On 16 December 2024, the Securities and Exchange Commission published the Re-exposure of Amendments to Rules on Digital Assets Issuance, Offering Platforms, Exchange and Custody. The proposed amendment is to extend the rules to cover new virtual assets activities and business models such as cross chain transfer services, on/off-chain transmission orders, advisory on virtual assets investment, placing and distribution of virtual assets, etc.

Conclusion

2024 has been a year of significant changes and reforms in Nigeria’s legal and regulatory landscape. The government introduced impactful rules and regulations including policy changes in areas such as tax, financial services sector, capital markets, electricity, minimum wage, with regulations like the Deduction of Tax at Source (Withholding) Regulations 2024, Lagos Electricity Law 2024 and the National Minimum Wage Act reflecting efforts to improve economic conditions. The Central Bank of Nigeria, the Securities Exchange Commission and Federal Inland Revenue, the Nigerian Communications Commission, etc. also issued new and amended guidelines and regulations to provide updated regulatory requirements and obligations of players in the regulated industries. The judiciary also delivered impactful decisions such as the Federal High Court’s ruling on the issue of single shareholder pursuant to the Companies and Allied Matters Act, 2020 and the decision of the Supreme Court nullifying the application of the National Lottery Act in the federating 36 states of the country.  As we approach the new year, we extend our sincere gratitude to all our clients for their continued trust in us and wish you a Merry Christmas and a prosperous New Year 2025.

Please note that the contents of this Article are for general guidance on the Subject Matter. It is NOT legal advice.

For further information or to see our other service offerings, please visit www.goldsmithsllp.com  or contact:

The post Goldsmiths Solicitors – Legal Recap for the Year 2024 first appeared on Goldsmiths Solicitors.

This article highlights the requirements, processes and practical considerations to consider when registering imported products with NAFDAC in Nigeria.

Requirements for the Registration of Imported Products with NAFDAC

The requirements for the registration of imported products with NAFDAC will usually include the following:

A. Power of Attorney or Contract Manufacturing Agreement: A power of Attorney is required to authorize a local agent to act on behalf of the foreign manufacturer of the products. The Power of Attorney must be signed by either the Managing Director, General Manager, Chairman or President of the manufacturing company and it should also state the names of the products to be registered. If the foreign manufacturer does not wish to use a local agent, it may set up its own local company in Nigeria in order to register its products in its name, in which case, a Contract Manufacturing Agreement required.

B. Certificate of Manufacture and Free Sale: This is a document that provides evidence that the manufacturer is licensed to manufacture the products in its country of origin and the sale of the products does not contravene the laws of the manufacturer’s own country. It is issued by the relevant health or regulatory authority in the country of manufacture.

C. Comprehensive Certificate of Analysis: The Certificate of Analysis is issued by a quality control laboratory that has evaluated the products to be registered. It must state the brand name and batch number of the products and must also be signed by the laboratory analyst who evaluated the products in the country of manufacture.

D. Certificate of Incorporation: An applicant is expected to submit evidence of company incorporation with the Nigerian Corporate Affairs Commission (CAC). There are two approaches that may be adopted here. The first approach is that a local agent may be engaged and as such the local agent submits its company information and documents to NAFDAC for the product registration. The second approach is that the applicant may incorporate its own local company in Nigeria for the purpose of registering its imported products with NAFDAC.

E. Evidence of Trademark Registration: Trademark registration certificate or acceptance letter issued by the trademark office showing that an application has been made to register the trademark in in Nigeria in the name of the manufacturer.

F. Letter of Invitation for Good Manufacturing Practice: The manufacturer is required to write a letter of invitation addressed to NAFDAC, inviting its officials to visit and inspect the factory of the manufacturer abroad.

G. Labels/artworks: A print out of the label and artwork for the product to be registered is required. There must be a provision for NAFDAC registration number on the label and there must also be provisions for batch number, date of manufacture and expiry date together with other usage and storage instructions.

Product Registration Processes

The imported product registration processes usually involve the application, import permit, laboratory analysis, factory inspection and approval stages.

1. Application

NAFDAC Application form for the product registration is to be obtained and completed with the required information relating to the applicant and the product to be registered. Upon completing the application form, an application letter for the registration of the imported product on the applicant’s letterhead is addressed to NAFDAC. The application letter is to be submitted with the required documents outlined above together with the completed NAFDAC application form.

2. Import Permit

When an application has been successfully submitted and all supporting documents reviewed, an import permit is issued by NAFDAC for the importation of the samples of the product The imported of the sample is to enable NAFDAC conduct laboratory analysis on the products as outlined below. The import permit is usually valid for a period of 12 months. NAFDAC would usually specify how many samples they require.

3. Laboratory Analysis

The imported samples are submitted to NAFDAC laboratory for evaluation. The submission of the samples is accompanied with payment receipt of the official application and processing fee, certificate of analysis and a copy of the import permit. The laboratory analysis may not be successful if the outcome of NAFDAC analysis shows that there are any discrepancies in the information contained in the certificate of analysis. Where this happens, NAFDAC may issue a query for compliance directive. The compliance may involve importing new samples of the products together with an updated certificate of analysis of the products and resubmitting it for a fresh laboratory analysis. This will inevitably affect the times lines for approval discussed below.

4. Factory Inspection

Further to the letter invitation for Good Manufacturing Practice (GMP) and the payment of the required GMP fees, NAFDAC would usually visit the manufacturing facility in the country of origin to inspect it for Good Manufacturing Practice. In practice this visit does not always take place but the fee is still required to be paid.

5. Approval

The application for imported product registration is approved where NAFDAC is satisfied with the documentations provided, the samples provided and the Good Manufacturing Practice of the manufacturer in the country of origin. Upon the approval of the product, notice of registration is issued to the applicant. A unique NAFDAC registration number is also issued to the manufacturer. The registration is valid for 5 years from the date of registration and has to be renewed thereafter for another period of 5 years.

Product Registration Timelines

Depending on the product to be registered, the timelines for registration of imported products could vary between a period of 90 days or 120 days. The timeline is usually 90 days for food products and 120 days for drugs. In practice this is not always possible and registrations have been known to take longer than this due to a combination of factors.

Practical Considerations

In practice, it is not always possible to obtain registration in the timeline stated above. One of the reasons of this is the issuance of compliance directives by NAFDAC. Once a compliance directive is issued by NAFDAC, the clock stops ticking and time begins to count afresh from the period of when the compliance is remedied.  It is immaterial whether or not the compliance was done the same day or a within reasonable period thereafter.

Another possible cause of delay is that upon the submission of samples to NAFDAC, you would have to visit NAFDAC offices several times in person in order to obtain the result of the laboratory analysis as this is not usually communicated by email.

A further factor that may affect the registration is that during the application, the form together with all supporting documents are required to be uploaded online as part of the NAFDAC application process. In practice however, you are also required to submit the hard copies of these documents to NAFDAC offices.

An applicant that decides to register his own local company for the purpose of submitting an application to NAFDAC will have to company with other law relating to company registration in Nigeria including the requirement of obtaining tax registration with the Federal Inland Revenue Services (FIRS) and ensuring that the company is profiled on Taxpro-max for the purpose of validating the company’s profile with NAFDAC. In our experience, this usually takes some time to achieve and may further extend the registration time beyond the timeline provided by NAFDAC for product registration. The company is also required to file its annual returns to the CAC and file its monthly VAT returns whether or not it is trading.

Strike action by NAFDAC officials may sometimes also affect the timelines for the registration of a product with NAFDAC. We have experienced strike action from NAFDAC officials in the past which led to delayed product registration especially at the laboratory analysis stage.

In order to mitigate against most of these factors, it is advisable to ensure that from the outset, you have all your documents, samples, etc. ready and thoroughly reviewed before any application is made. It is also very important to promptly respond to any queries raised by NAFDAC so as to minimize the time between compliance and approval.

Conclusion

NAFDAC is the regulatory agency responsible for the registration of imported food, drugs, cosmetic products and medical devices. The application for imported product registration is made to NAFDAC with the supporting documents and the payment of official fees. NAFDAC approves the application for the product registration upon being satisfied with the applicant’s documentations and Good Manufacturing Practice. In practice however, it is not always possible to register a product within the time frame published by NAFDAC due to a variety of factors which are mostly internal.

Please note that the contents of this Article are for general guidance on the Subject Matter. It is NOT legal advice.

For further information or to see our other service offerings, please visit www.goldsmithsllp.com or contact:

The post Practical Considerations on Registering Imported Products with National Agency for Food and Drugs Administration and Control (NAFDAC) first appeared on Goldsmiths Solicitors.

The most recent attempt prior to this Act, was the Fifth Alteration (No. 33) Bill 2022 (The Electricity Constitutional Amendment), which was signed in the last days of the previous administration and altered the Constitution of the Federal Republic of Nigeria to empower states to enact laws with respect to the generation, transmission, and distribution of electricity in areas covered by the national grid system within their state.

Overview

The Electricity Act 2023 repeals the Electric Sector Reform Act, 2005. The primary objective of the Act is  to provide a comprehensive legal and institutional framework to guide the operation of a privatized, contract and rule-based competitive electricity market in Nigeria, and to attract private sector investments in the entire power value chain of the Nigerian Electricity Supply Industry (NESI).

Applicability of the Act: The Act applies throughout the country with respect to all aspects and segments of the power sector value chain in Nigeria, but nothing in the Act invalidates any law passed by the House of Assembly of any state with respect to all aspects of generation, transmission, system operation, distribution, supply, and retail of electricity within the state. What this means is that states still have the liberty to enact laws through their state Houses of Assembly to regulate state electricity market, create power stations for generation of electricity for supply, transmission and distribution to rural unserved and underserved areas.

Creation of Integrated National Electricity Policy and Strategic Implementation Plan: To further guide the overall development of the electric power sector in Nigeria for optimal utilization of resources like coal, natural gas, nuclear substance, and materials, as well as renewable energy sources for the generation, transmission and distribution of electricity, the Act mandates the Federal Government to create an Integrated National Electricity Policy and Strategic Implementation Plan. This new strategic policy implementation plan is to be initiated through the ministry in charge of power, within one year of the commencement of the Act upon approval of the Federal Executive Council (FEC) and may be reviewed periodically but not later than every five years.

Validity of the pre-privatization and post-privatization of the Nigerian Electricity Supply Industry (NESI): The Act recognizes the validity of the pre-privatization and post-privatization of the Nigerian Electricity Supply Industry (NESI) which resulted in the unbundling of the defunct National Electric Power Authority (NEPA), into 18 distinct Power generation, transmission, and distribution companies, which emerged from the Power Holding Company of Nigeria (PHCN) which was the initial holding company. The Act also provides for the regulation and supervision of competition in the substantially privatized electricity market, by ensuring that the federal minister in charge of power exercise supervisory powers and functions.

Creation of the Nigerian Electricity Regulatory Commission (NERC): The Act creates the Nigerian Electricity Regulatory Commission (NERC) as the apex regulator of the NESI. It empowers NERC to among other things, license and regulate persons engaged in the generation, transmission, system operation, distribution, supply and trading of electricity, create market rules and grid codes, safety, security, reliability and quality standards, establish consumer rights and obligations regarding the provision of electricity services, monitor the general operation of the electricity markets, and place sanctions as necessary in deserving circumstances. Any grievance with the decisions or actions of the NERC by any person with respect to the cancellation of a licence, refusal to issue or renew a licence, etc.  is subject to a review first by NERC upon an application made to it and it may give a final decision rescinding or varying its earlier decision. Any further grievance with the final decision given by NERC pursuant to its review is subject to an appeal at the Federal High Court. The Act further states that a person shall not institute and maintain a suit against NERC without first initiating and exhausting the internal dispute resolution with NERC.

Compulsory installation of meters for distribution of electricity to consumers. The Act makes it mandatory for electricity distribution licensees to install meters for distribution of electricity to consumers. There is also a corresponding mandatory obligation on all consumers of electricity to allow the installation of meters in their premises and pay bills chargeable to the electricity distribution licensees. The Act provides that where a consumer fails to pay bills, the electricity distribution licensee may cut off the consumer’s connection to power after giving notice in the manner prescribed by the NERC.

Establishment of the Power Consumer Assistance Fund: The Act establishes a Power Consumer Assistance Fund (PCAF), which shall be used to subsidize electricity supply to underprivileged power consumers. This category of underprivilege power consumers shall be determined by the Minister in charge of power in consultation with the NERC.

Creation of the Rural Electrification Agency: The Act creates the Rural Electrification Agency with the objectives of coordinating corporate bodies, private investors using renewable energy sources for rural electrification in the rural, unserved, underserved areas, thereby promoting universal access to affordable and sustainable electricity, and improving the quality of life and economic opportunities of rural, unserved, and underserved communities in Nigeria.

Key Highlights

• The Electricity Act, 2023 repeals the Electric Power Sector Reform Act, 2005, the Nigerian Electricity Management Services Agency Act, 2015, the Hydroelectric Power Producing Areas Development Commission (Establishment Act, Etc.) and its various amendment Acts
• Under the Act, the Federal Government shall support the development and utilization of renewable energy sources for the generation, transmission, system operation and distribution of electricity.
• The Transmission Company of Nigeria (TCN) is obliged to incorporate a company to be known as Independent System Operator (ISO) upon a written directive of NERC which is to be licensed by NERC to carry out the market and system operation functions such as generation scheduling, commitment and dispatch, transmission congestion management, administration of wholesale electricity market, etc. which were hitherto being exercised by TCN.
• A licence is required for electricity generation (excluding captive generation), transmission, distribution, supply trading and system operation.
• The construction, ownership and operation of an undertaking for generating electricity not exceeding 1 megawatt (MW) or an undertaking for distribution for electricity with a capacity not exceeding 100 kilowatts (KW) does not require a licence.
• The Act encourages private sector investments in the generation, transmission, distribution, and supply of electricity from renewable sources such as solar, wind or water.
• The Act provides for the introduction of tax incentives as are necessary to incentivize, promote and facilitate the generation and consumption of electric power from renewable energy sources.
• The Act recognizes the power of federating states to regulate their electricity markets by issuing licenses to private investors to operate mini-grids and power plants within the state. Interstate and international electricity delivery from such mini grids is however prohibited to state as it is within the remit of the Federal Government.
• The NERC maintains its status as the apex regulator of electricity sector in Nigeria, and until the federating states pass their own electricity laws, the NERC shall continue to regulate electricity business and markets within the federating states.
• The Act creates a Power Consumer Assistance Fund (PCAF), which shall be used to subsidize electricity supply to underprivileged power consumers.
• The Act creates the Rural Electrification Agency with the objectives of coordinating the use of renewable energy sources for rural electrification and promoting universal access to affordable and sustainable electricity, which improve the quality of life and economic opportunities.
• The Act creates offences and imposes penalties. Offences such as theft of electricity, theft of electric lines and materials, receiving stolen electricity, interference with meters or works of licensees, negligently breaking or damaging, intentionally disrupting power supply, damage to public street lightings, obstruction and impersonation, general contravention of orders and regulations and their penalties are specifically provided for under the Act.

Conclusion

The deficiency in power transmission in Nigeria has been attributed to inadequate power transmission infrastructure. The decentralization of power generation and distribution under the Electricity Act 2023, which gives states the power to develop legislations to create local markets for generation and transmission of power to all areas within their boundaries is anticipated to enhance affordable and sustainable electric power to all areas. Indeed, with the introduction of a parallel electricity market in the states, customers within the states can decide to remain connected to the national grid or opt for a mini-grid operator licensed by the state within which they reside in. The shift from fossil-based systems of energy production and consumption to renewable energy sources will create a market for renewable energy and stimulate private sector investments.

Please note that the contents of this article are for general guidance on the Subject Matter. It is NOT legal advice.

For further information or to see our other service offerings, please visit www.goldsmithsllp.com  or contact:

The post What the Electricity Act 2023 Means for the Electricity Market and Stakeholders in Nigeria. first appeared on Goldsmiths Solicitors.

The Companies and Allied Matters Act 2020 (CAMA) is the principal legislation that governs the registration of companies in Nigeria while the Corporate Affairs Commission (CAC) is the regulatory authority. Apart from the registration of the company, there are other regulatory requirements that must be met before any company can legally commence its business in Nigeria.

Registration with CAC

The process involved in the registration of a company in Nigeria are as follows:

1. Availability and Reservation of Proposed Name
2. Application and Registration
3. Approval

Availability and Reservation of Name

The first step is to conduct a name availability search with the CAC. The purpose of this is to ensure that the proposed name of the company is available for use and that there is no other company that has registered the same or similar name. Once the name is available, the CAC would issue a certificate of name reservation, which is usually valid for 60 days, enabling the registration to proceed to the next stage. It is always advisable to propose two names in case the first name is not approved.

Application and Registration

Following the reservation of the proposed name above, the next step would be to prepare all the necessary documents in support of the application. These includes the memorandum and articles of association of the proposed company. To this end, the promoters of the proposed company are required to provide the following information:

1. The type of company to be registered
2. Registered address of the company
3. The objects or nature of business of the company
4. Details of the company secretaries
5. Minimum issued share capital. (Please note that there is a minimum issued share capital requirement of N10,000,000 for companies with foreign participation. The minimum issued share capital could be more depending on the sector the company wishes to operate in).
6. Particulars of the proposed shareholders.
7. Particulars of the proposed directors.

Approval by CAC

Once the above information has been received and completed, they are submitted to the CAC for vetting. Payment of the filing fee is made and stamp duty is charged on the minimum issued share capital at the rate of 0.75%.  If satisfied, the CAC shall issue a certificate of incorporation evidencing that the company is now a legal entity authorized to commence business in Nigeria. Simultaneously, the Federal Inland Revenue Services (FIRS) would issue a Tax Identification Number (TIN) to the newly registered company. The TIN is a unique identifier that is linked to the company which enables it charge and remit the appropriate taxes to the FIRS.

Business Registration with Nigerian Investment Promotion Commission (NIPC)

Following the successful incorporation of the new entity with the CAC, there is a mandatory requirement for that entity to be registered with the NIPC before the company could legally commence any business in Nigeria. The NIPC has the primary responsibility to encourage, promote and cordinate investment in the Nigerian economy. The NIPC also has the responsibility of granting some incentives like pioneer status to any company which qualifies for such status.

The application to the NIPC involves filling the relevant application form, providing details of the shareholders and directors of the company and paying the appropriate official fee. If satisfied, the NIPC would issues a Certificate of Business Registration to the entity.

Business Permit, Expatriate Quota and Work Permit

In addition to the above, a wholly owned foreign company wishing to operate in Nigeria must obtain a business permit from the Nigerian Ministry of Interior and expatriate quotas if it wishes to employ foreigners in the country.  The expatriate quota is the precursor to the application for and issuance of work permit to the foreigner being employed by the company in Nigeria. Once approved, the expatriate is issued a Combined Expatriate Residence Permit and Aliens Card (CERPAC) which allows the employee to reside and work in Nigeria.

Certificate of Capital Importation

The company will need to obtain a Certificate of Capital Importation (CCI) from an authorised dealer, usually a local bank to serve as evidence of importation of capital which could be equity, debt, cash or goods into the country. The CCI also guarantees the unconditional repatriation of capital and profits out of the country.

Other Registrations/licensing Requirements

Depending on the sector of the Nigerian economy where the new company wishes to operate, it may be necessary to obtain registrations and/or licenses from some of the following (non-exhaustive) agencies:

• Central Bank of Nigeria (CBN)
• National Agency for Food and Drug Administration and Control (NAFDAC)
• Nigerian Electricity Regulatory Commission (NERC)
• Nigerian Communications Commission (NCC)
• Nigerian Civil Aviation Authority (NCAA)
• Nigerian Maritime Administration and Safety Agency (NIMASA)

Conclusion

Nigeria is a country of over 200 million people and operates a free market economy. There are no restrictions on foreigners wholly owning and operating companies in the country. The CAMA is the principal legislation that governs company registrations in the country and the CAC is the main regulatory body that oversees the registration of companies in Nigeria. The NIPC has the primary responsibility to encourage, promote and coordinate investment in the Nigerian economy. Any company wishing to employ expatriates in Nigeria must first obtain an expatriate quota for the relevant expatriate positions and then obtain work and residency permits.

There are other licensing and registration regimes, which depending on the sector the company wishes to operate in, it will also have to register with those agencies.

Please note that the contents of this Article are for general guidance on the Subject Matter. It is NOT legal advice.

For further information or to see our other service offerings, please visit www.goldsmithsllp.com  or contact us.

The post How a Foreigner can Register a Local Company in Nigeria first appeared on Goldsmiths Solicitors.