Expansion Of Business Visa Activities in Nigeria | Dayo Adu

Expansion Of Business Visa Activities in Nigeria | Dayo Adu

Background: This memo seeks to enlighten
Partners, business visitors to
Nigeria, companies, investors and human
resource experts on the new policy direction of the Nigeria Immigration Service
(“NIS”) in line with the 60-day national action plan for ease of doing business
in Nigeria that was approved recently by the Presidential Enabling Business
Environment Council (PEBEC).

The Policy expands on the category of
persons and activities that can be
undertaken when issued a visa at entry
point. It further allows those visiting from countries where Nigeria does not
have an embassy to obtain visas at the port of entry. The aim of the policy is
to remove bureaucratic bottleneck and encourage business travellers and
Permissible Activities on the Business Visa
on Arrival; The permissible activities have been revised and expanded by the
NIS to cater for foreign travellers who wish to travel to Nigeria for Old
Activities: meetings, conferences, seminars.
New Activities: contract negotiation,
marketing, sales, purchase and distribution of Nigerian goods, trade fairs, job
interviews, training of Nigerians, emergency/relief work, crew members, staff
of NGOs, staff of NGOs, researchers and musical concerts”
Who qualifies; foreign travellers, Artist,
High net worth Individuals, Businessmen, business visitors, and Investors
coming to Nigeria
Implementation time frame: Immediate
New Developments further introduced by the
· The harmonization
of multiplicity of airport arrival and departure form/cards into a single form
for all agencies of government to save foreign visitors from the current
frustrating practice of filling three different forms or more and the
decentralization of immigration services to the state commands.
· Re-issuance of
passports for change of names due to marital reasons or lost cases have been
decentralized to all state commands and foreign missions to save passport
holders from additional costs and inconvenience of travelling to the service
headquarters in Abuja.
· Additional 28
offices have been opened for issuance of residence permits in Nigeria, bringing
the issuance of Combined Expatriate Residence Permit And Aliens Cards (CERPAC)
closer to the doorstep of employers of expatriates at all 36 states and FCT.
Dayo Adu,
Partner -Famsville Solicitors
Ed’s Note – This article was first
published here.

Emmanuel Ohiri – Money Judgment;Unclogging the wheel of Justice

Emmanuel Ohiri – Money Judgment;Unclogging the wheel of Justice

legal mantra, “a winning party has a right to enjoy the fruit of his judgment”
has been greatly abused in Nigeria. Justice delayed is justice denied even
though litigation under the Nigerian judicial system is more often than not
protracted. Once a claimant initiates an action, it is reasonable for him to
expect that the match will result in a penalty shootout after warming up,
playing till full time and extra time. This is largely due to the various
administrative hurdles, professional antics and unscrupulous practices, which
plagues the administration of justice system in Nigeria (a huge topic for another day).

tool usually deployed by legal Practitioners to choke the delivery of justice
and ensure the triumphant party merely obtains a Pyrrhic victory is by
obtaining an order for stay of execution. This order prevents the successful
party (Judgment Creditor) from being rewarded by the losing party (Judgment
Debtor). Whilst the rules of court provide for various ways of enforcing
judgments, the defeatist attitude of litigants in Nigeria and sadly as well as
their solicitors, lead to frivolous applications for stay of execution before
the ink is dry on the judgment. [I may have prepared one or more of such applications
in my experience ;-)]. For fear of being chastised by the Court of Appeal (in the case of trial courts),
and under the guise of preserving the “Res”, Nigerian courts have cultivated
the habit of granting applications for stay of execution of judgments it has
toiled over the years to deliver. In my opinion, these courts usually fail to
consider the circumstances of each case and or the weight of evidence adduced
by the Applicants before granting such orders. This is unjust especially in the
case of money judgments.
Stay of Execution of a Money Judgment
Judgment Creditor is entitled to reap the benefits of a judgment delivered in
his favour until the same is set aside. Nevertheless, an unsuccessful litigant
may apply for stay of execution but he must show substantial reasons for
wanting to deprive the successful party of the fruits of his judgment. There
are however exceptional and special circumstances that may warrant the
deprivation of a successful party of the fruits of his money judgment. These
circumstances are entirely at the discretion of the court. The court is
required to consider the equal right to justice of both parties. The Supreme
Court’s decision in U.B.N
Ltd v Odusote Bookstore Ltd
may shed some light on this point,
as the court held: A
discretion that is based (sic) in favour of an appellant for stay but does not
adequately take into account the respondent’s right to justice is a discretion
that has not been judicially exercised”
considering the parties’ equal right to justice, the law stipulates that one of
the circumstance where a Judgment Debtor should be allowed to retain the
judgment debt pending appeal, is where there is a pending valid appeal before
the superior court and the Judgment Creditor consents to such an arrangement.
See U.B.N Ltd’s case
referred to above. Consequently, where an appeal has not been entered at the
superior court and the Judgment Creditor has not consented to the Applicant
retaining the judgment sum, the court has no power to permit the Applicant to
hold the same.
 Responsibility of the Court
an application for stay of execution is an exercise of the equitable powers of
the court, an Applicant for a stay of execution of a money judgment must
approach the court with clean hands by exhibiting in its affidavit, its last
audited annual statement of account to provide the court with full and frank
knowledge of its financial position. The court has held that in the case of a
company, the law enjoins it to prepare an audited annual statement of account showing
its assets, which will include its reserve (if any) and liabilities. Where it
fails to do so either through neglect to disclose relevant facts or suppression
of them, it has not shown readiness for fairness and equity[2]. 
means that the equitable powers of the court may only be invoked where the
Applicant had provided the court with detailed proof (in its affidavit) of its
assets and liabilities. This requirement is more critical where the Applicant
has either claimed poverty or opulence as the basis for grant of stay of
execution. The requirement formed the basis of the decision of the Court of
Appeal in Chukwu v.
, where the Court of Appeal per Uwaifo JCA held as
follows: “That is the only
way the court can best exercise its discretion to grant or refuse the stay.
Bare assertions of poverty or opulence by him do not assist, afortiori when the
facts are suppressed or misrepresented by him. Arguments based on them make a
ritual of the principles and in effect invite the court to exercise its
discretion on nothing other than those principles, or indeed on false facts,
instead of upon true and full facts guided by the principles. This does
incalculable harm to the course of justice.”(Underlining ours)
is important that the court should refuse to grant applications for stay of
execution of a money judgment where Applicants fail to exhibit their financial
statement or a breakdown of their assets and liabilities towards enabling the
court invoke its equitable powers. A Judgment Creditor should not be denied the
fruit of his judgment on insubstantial grounds or lack thereof in the
Applicant’s affidavit. At the very least, the court should invoke its power to
order the payment of the judgment debt to the Chief Registrar of the court, who
shall in turn deposit the same into an interest yielding deposit account in a
reputable commercial bank pending the determination of the appeal[4].
[1] (1994) 3 NWLR (Pt 331) 129 at 150 – 151
[2] Guinea Insurance Plc. v. Monarch Holdings Ltd. (1996) 3 NWLR pt. 436 p.365 @371
[3] (1990) 2 NWLR pt.130 p.80 @84-85 H-B
[4] Kwarapoly vs. Oyebamiji (2008) 3 NWLR (part 1075) page 459, Kopek Construction
Ltd vs. Ekisola (1998) 10 NWLR (part 568) page 120.

Emmanuel Ohiri

Emmanuel Ohiri is a vibrant and dynamic young lawyer with a high level
of intellectual curiosity, passion for perfection and tactical

Note – This article was originally posted here.
Osinuga Damilola – Lease as an Alternative Financing Vehicle in Ship Acquisition

Osinuga Damilola – Lease as an Alternative Financing Vehicle in Ship Acquisition

Acquisition of ships is
fundamental to the shipping business. Notwithstanding the mode of acquisition,
i.e. whether by an outright purchase, construction of a new ship or otherwise,
ship financing continues to be an integral part of ship acquisition. Financing
ship acquisitions can be effected through the provision of debt or equity.
The most common means is
to obtain a loan for part or all of the purchase price otherwise known as debt
financing. However, due to the nature of the marine business, many financing
institutions are reluctant to finance the acquisition of ships without adequate
security or a good credit rating with such financial institution.

With the advent of “lease
structured financing” debt and equity, as the most common ways of financing
ship acquisitions appear to have found a competitor. Lease structured financing
is a popular and well-tested concept among airlines and other aircraft
Ship Lease Operation
The lease is perhaps best
described in general terms as a conveyancing method where the possession of
property passes but ownership or title in the asset does not pass to the
purchaser. A somewhat more precise legal definition of a lease is that it is a
contract through which the owner of property (the lessor) conveys to another
person (the lessee), in consideration of payment as agreed, the right to
possession and use of the property for an agreed period.
There are basically two
types of lease:
Operating Lease; and
Finance Lease
Operating Lease
Operating lease is a lease
in the real sense. Outside of shipping it is widely used for rental (or hiring)
of equipment and durable consumer items. The risk usually remains with the
lessor who maintains the asset and the lessee normally has the discretion to
terminate the lease, at the end of which the property reverts back to the
lessor. However, if so provided in the contract, either party may have the
right to cancel the lease. A typical example of the operating lease is the leasing
of containers in the shipping industry, where container lines lease containers
from container leasing companies.
As far as ships are
concerned, where an operating lease is in place, it is usually in the form of a
short or mid-term bareboat charter after which the lessee will return the ship
to the lessor. The lessor assumes such risks as the technological obsolescence
of the ship and the re-employment of the ship after the lease period. During
the charter period, the lessee acts as if he owns the ship and the lease
payments do not involve an amortization of the leased property; nor is there an
option to purchase in favour of the lessee. Recently, there has been an
increase in the use of short-term bareboat charters with an increasing number
of financial institutions willing to provide ships for this market. Although it
is not a financing vehicle in strict terms, it is referred to as an alternative
source of finance.
It is notable that there
is another quasi-operating lease where the lessor may provide the manpower and
services required to operate the equipment. In aviation this is referred to as
“wet lease” while in shipping it is referred to as time charter. Time
chartering is not pure equipment leasing because the provider of the ship, i.e.
the owner, provides the crew and is responsible for the navigational
operation of the ship. The charterer is thus not in full possession of the
ship. However, it is also an important and convenient way for a shipowner to
expand his fleet in peak trading conditions because he can completely control
the commercial operation of the ship. In this sense, time charter is very much
akin to an operating lease.
It is pertinent to note
that in recent times time-charter periods especially for big container ships
have increased. This, together with the shortening of bareboat charter period,
denotes that operating leases are playing an increasingly important role in the
supply of tonnage for shipping companies.
Finance Lease
Finance lease transfers
all the risks and rewards incident to ownership of an asset. This type of lease
is typically used for long –term finance of ships and covers a substantial part
of the ship’s economic life. The ship is usually fully amortized (including the
lessor’s returns on his investment). The lessor, whose main role is as
financier gets most of his pay-out in respect of the ship because the total of
the hire amount and payments are calculated to cover the cost or purchase price
of the ship, the additional expenses which the lessor might incur as well as
part of the lessor’s profit. The lessor also has little involvement with the
asset beyond owning it, and all operating responsibilities including
procurement of insurance fall on the lessee who, in the event of early
termination, must fully compensate the lessor (usually the lessee anticipates a
substantial down payment. This binds the lessor to the sale. If the lessee
defaults, he loses his down payment as well).
Although the finance lease
generally appears on the lessee’s balance sheet, its main attraction to
shipping companies is that it brings tax benefit by depreciating the ship’s
value against profits and by assisting companies with high profits but no
suitable investment of their own to obtain tax relief by purchasing a ship.
Under a finance lease scenario, the ship, built to the lessee’s specification
(if a newbuilding), or chosen by the lessee (if it is a second hand), is
purchased by the company providing the finance (the lessor) and leased under a
long-term agreement (usually a bareboat charter) to the shipping company
(lessee) which may purchase the property at a nominal price after the primary
leasing period.
The advantages of ship
leasing, as argued by practitioners, are similar to those claimed by the
classical economists. These advantages are focused on the two major categories,
tax benefit and financial position improvement.
Tax Benefit
The tax advantage argument
is perhaps the strongest justification for using lease as a financing vehicle
in shipping. Experts have pointed out that the tax benefits accruing out of
leasing are of predominant interest. With leasing, the most significant tax
benefit is the deferral of tax liability on capital allowance. The rate of hire
will reflect the immediate use of the tax allowance by the lessor. Capital allowances
can be used as set offs against taxable profits. The lessee would favour
leasing as a financing vehicle in shipping because the lessee is usually keen
on ‘disguising’ a finance lease in the form of an operating lease to derive the
off-balance sheet benefit.
Financial Position
The scarcity of financing
from financial institutions or other financing options for shipping lines has
created a space which is now filled by leasing companies which have easier
access to capital funds. In such cases, it is of great value for the carriers
to have access to diverse sources of capital that will assist them with their
fleet expansion and renewal plans by acquiring larger, modern and
fuel-efficient vessels and achieving the necessary economies of scale to remain
competitive. In a cyclical and very capital intensive industry, such as
shipping, the lease can preserve the lessee’s working capital and its financial
position through long-term repayment structure (often longer than the one
offered from banks) and effective cash management through matching the rental
profiles with income streams (cashflow). Moreover, the lease structure permits
the lessor to lock in carriers to long-term charter arrangements and fixed
rates that are oblivious to the volatility of the spot charter market and thus
achieve a secure revenue base and higher financial leverage than other
investors in the ship financing market.
Furthermore, in comparison
with the traditional debt financing from financial institutions, lease
financing differs in the sense that the lessor retains legal title/ownership of
the ship during the lease period which provides the lessor with a built-in
security that offsets the absence of a loan agreement and ship mortgage in the
lease financing ‘equation’. Despite being the owner, the lessor does not have
possession of the ship since such right is retained by the lessee.
Despite the current
downturn in the shipping market, there are good grounds to believe that there
is still overflow of available finance in the market. In the last few years,
there has been significant growth and expansion in the leasing business.
Similarly, there has been an upsurge inleasing transactions, particularly
amongst the Chinese commercial banks, the subsidiary leasing companies of
banks, hedge funds and financial institutions fueling this growth and becoming
major capital providers to the shipping industry with an intention to further
expand and diversify their portfolio of ships and establish their presence in
Europe, America and Africa.
It can be argued that the
lease structure highlights the polarisation of the shipping business. As a
result, the pure asset players, such as the lessors have strengthened their
financial position while the carriers have become weaker. This has changed the
traditional notion of the ‘shipowner’ as we know it, in the sense that the
leasing companies are now the large shipowners.
Being a sophisticated
structure, whether or not the purchaser will qualify for a the ship lease will
depend on the parties’ intentions, credit ratings, operational decisions and
market status. Despite its restrictions, the prospects of the finance lease
seems promising given the increasingly popular trend of outsourcing the asset
management services of shipping companies. As a relatively new alternative in
the international financial arena, ship lease is still developing and
undergoing tests.
Damilola Osinuga is an
Associate in the Shipping and Oil Services practice group of Bloomfield Law
, Nigeria
Ed’s Note – This article
was originally posted here


Credits: fearlessforlife.com

Nigeria is a developing economy
and an economy which recently overtook South Africa to become the continent’s
largest economy following the recalculation of GDP and the world’s 26th largest
economy, the economy attracts foreign investors and local investments. An
entrepreneur plays an important role in economic growth and development and
there is an impressive rise in the number of self-employed individuals we have
in the country today, former American President – Ronald Reagan 1986 address to
the White House Conference on Small Business said, “the government’s view of
the economy could be summed up in a few short phrases: If it moves, tax it” as
the economy is moving its crystal clear the government will become stricter
with tax policies. Most entrepreneurs or intending entrepreneurs do not know
the basics of taxation have regards starting business in the country and will
be found wanting by the law.

Registration of business with
Federal Board of Inland Revenue Department of the Ministry of Finance for
income tax and VAT
(FIRS) requires that an applicant
who seeks registration for Income tax and VAT completes tax registration forms
for corporate income tax registration as well as VAT. The applicant submits an
application letter to the tax authority for a tax clearance certificate and,
for income tax purposes, registers at the integrated tax office. The
registration process requires submitting a completed tax office–issued
application (taxpayer registration input form, TRIF/2006/001 COYS) and the following
1) Completed FIRS questionnaire
 2) Memorandum and articles of association
 3) Certificate of incorporation (copy)
 4) Directors’ names and addresses
 5) Tax advisor’s name and address
Letter of appointment of a tax adviser and corresponding letter of
 7) The date the company commenced business
And for larger companies:
 i) Names, addresses and mobile numbers of
major promoters and the chairman of the company, including their email
 ii) Other sources of income of the chairman
and the promoters of the company
 iii) Name and addresses of the principal
officers of the company including the chairman, managing director, legal
adviser and accountant
To register, the company must
submit the taxpayer registration input form in triplicate, and the original
certificate of incorporation must be presented for review by the controller.
Upon the completed taxpayer registration input form and all other documents
being received, a tax reference number is allocated. An application must be
filed for the tax clearance certificate; its issuance is not automatic.
There are Fee schedule for tax
clearance certificate:
 • Registration within 6 months of
incorporation: no cost will be incurred on this.
 • Registration after 6 months of incorporation
this will attract:
1. A pre-operation levy of NGN 20,000 for first-year
requests and NGN 25,000 for each subsequent year request, until the company
files a notice of commencement of business as per amendment to section 29 of
the Companies’ Income Tax Act No. 11 of 2007.
2. Companies that register after the start of operations
must file a set of audited accounts. TCC is issued based on tax paid for 3
years. If the position is at a loss, the TCC will be issued to reflect the
Companies required to register for VAT
complete the VAT registration form VAT Form 001, which is obtainable free of
charge from all FIRS offices and return it to the integrated tax office, which
will issue a taxpayer identification number . Companies required to register
for VAT must do so within 6 months from the date of starting business
operations. Since the registration for corporate income
tax and VAT are done in the same place; 1 Tax Identification Number (TIN) is
issued to companies for all federal taxes. 
 Registration of personal income tax PAYE at
the State Tax Office
Employers shall register with the relevant
state tax authority for income tax withholding. Once the application is filed,
with a copy of the certificate of incorporation attached, a reference file is
opened for the company. It is safer to adhere to the law
than face its wrath, and adequate compliance to the tax authorities puts the
mind of an entrepreneur at rest.

BY: Sogo Akinola
Sogo Akinola
Nathan(sogoakinola@gbc-law.com) is a young commercial lawyer at Gbenga Biobaku
and co. He specializes in Taxation, oil and gas law and intellectual property.
He is a graduate of obafemi awolowo university and the Nigerian law school
lagos campus. He is a member of the Nigerian bar association and a member of
the Young International Arbitration Group and also an intending associate
member of the Chartered Institute of Taxation of Nigeria.