LEGAL FORMALITIES FOR A BUSINESS START UP IN NIGERIA

 

Legal issues involves dealing with setting up the business entity, business name and trademark registrations, labor and employment issues, intellectual property and vendor contracts among others. It is advisable to run your plans along with an experienced lawyer that can handle the unique startup requirement of your business.

It is paramount to set up proprietary rights in the business and avoid infringing on the rights of others. The legal formalities you must meet will depend on the entity you choose and the state in which you live. To learn more, speak with a business formations lawyer near you. However, four major legal issues that should be attended to are:

1. Address Legal Restrictions/Limits:

There are some legal restrictions by the Federal and state Governments which have regulations for the establishment of businesses in Nigeria. Business operation permits and licenses are obtained for the establishment of businesses, businesses name permit, their premises, their operations, their materials and even the quality of their products. You have to fill and file certain forms with the quality of their products. You have to fill and file certain forms with the Corporate Affairs Commission (CAC); the autonomous body responsible for regulating the formation and management of businesses in Nigeria.

Besides the Corporate Affairs Commission (CAC), some common Government agencies involved in business start up are: Standard Organization Of Nigeria (SON), Nigeria Copyrights Council, National Agency for Food and Drug Administration and Control (NAFDAC), Customs and Immigrations, State Licensing Offices, health departments, fire departments, and other licensing permit offices. All these depend on the type of business. It should however be noted that the CAC requires the inclusion of a Lawyer or Accountant as Company secretary for the registration of business liability companies. Sometimes states determine the formalities peculiar to it for permits and licenses. All these may involve signing agreements that may require the services of lawyers or other professions.

2. Choose a business Entity

There are several corporate structures in Nigeria business registration system which includes sole proprietorship, Partnership, Limited liability corporation and Corporations. The business structure one chooses depends on some number of factors. These consist of the number of business partners to be accommodated in the business, the number of employees, the amount of personal liability for business debts one can afford and how one would like to be taxed among several others. It is best to contact an experienced business lawyer . each of these types of business entity has its strengths and weaknesses.

3. Protect Intellectual Property

However, there are several aspects of intellectual property that a startup needs to put in proper place. People often misconstrue the entire intellectual property for patents only. Patent is just the main type of Intellectual Property for the protection of invention. Other aspects are trademarks for the protection of logo while copyright is for the protection of artistic, dramatic and literary works. Shareholder’s agreement is another aspect of intellectual property required to regulate the relationship of shareholder in a company that has them. Company trademarks also include trade names and trade dress like its colors.

Companies need to register all their intellectual property rights from start up to protect their intellectual property marks and prevent litigations on plagiarism at later stages.

4. Generating and Registering a Business/company name:

Finding a befitting name could be an interesting aspect of legal issues at start up. It is however required by the government that this name is registered. Such a registration is to guarantee that no other business can exploit that your trade name. The idea of creating a business name for some people may be easy, while others may have to toil it for long. A good business plan can be marred with an unbefitting business name or trade mark.

5. Checking the company name and trade mark

When your business name is submitted to the Corporate Affairs Commission (CAC), the body will help you check if the proposed company name or trade mark is not already in existence or similar to one earlier registered. This will be checked on their database.

It is better to check the proposed company names and trademarks at the same moment once you have decided to have the two. This will ensure you don’t infringe on other people’s trademarks.

At the end of the detailed checking, the CAC’s business checker will report the availability or otherwise of your proposed business name,

Detailed checking at the CAC is to confirm the registration of your intellectual property which no other business in Nigeria strategies with your customers.

6. Develop Basic Legal Documents

After the registration of the business name and trademarks, the business can now develop its basic legal documents and common forms needed. Purchase and services agreement that have to be signed should be prepared for the customer.

• Apparently, the business has to employ staff to assist run it. Employment legislation should be abided with by ensuring that employees receive their terms and conditions of service document, not too long upon assumption of duty. Company policies and procedure in respect to staff health, safey on employment and general welfare should be documented, and be handed over to them on employment. There should be a general employment manual while agreement forms should also be prepared.
• Business companies are required to file an annual return with the Corporate Affairs Commission (CAC). This may include the company account depending on the type of entity and the annual turnover. There are penalties for not complying every year.
• Where there is the need for capital, directors should consider and declare shareholding for potential investors. The potential type of shares including rights each shares attract in the company should be specified.

All these presumably attest to the fact that a professionally qualified and experienced lawyer and or an accountant be employed to prepare the company documents including forms and agreements.