UNDERSTANDING THE #ENDSARS PROTEST VIS-À-VIS RELEVANT HUMAN RIGHTS

/in /by

By Seun Timi-Koleolu and Eustace Aroh

INTRODUCTION

The Special Anti-Robbery Squad (SARS) in Nigeria was established to address insecurity and crimes in the nation. Rather than achieve their stated objective, they began profiling and harassing young people which led to wrongful arrests, brutalization and loss of innocent lives. In response to the recent deaths instigated by SARS officers, anti-SARS protests erupted across the nation and around the world. Two weeks later, 12 unarmed protesters were shot at Lekki, Lagos State on October 20, 2020 by members of the Nigerian Army and Police, after the State declared a 24 hours curfew (as reported by Amnesty International).

In view of this tragic development, it is important to us that we create awareness of the human rights that protect Nigerians (as contained in the Constitution of the Federal Republic of Nigeria 1999 (“CFRN”), the African Charter on Human and Peoples’ Rights (“ACHPR”) and the United Nation’s Universal Declaration of Human Rights (“UDHR”)); and its enforcement.

Fundamental Human Right Relevant Provision Details
Freedom of Expression Section 39 CFRN; art 9 ACHPR; art 19 UDHR. These provisions grant every Nigerian the freedom to receive and express their opinion, ideas and information. It also grants the right to establish and operate any medium used in disseminating information in Nigeria subject to the regulations of wireless broadcast.
Right to Life Section 33 CFRN; art 4 ACHPR; art 3 UDHR. Everyone has a right to life and no one must be deprived of his life intentionally. The exceptions to this right are: (1) a valid death sentence by a court of law; (2) where a person dies during the use of reasonable force while engaging in self defense; and (3) where a person dies while effecting lawful arrest or suppressing a riot, mutiny or insurrection provided reasonable force is used.
Freedom of Association Section 40 CFRN; art 10 and 11 ACHPR; art 17 and 20 UDHR. Every Nigerian is entitled to form or join any association of people in Nigeria in support of his interest.
Right to Dignity of Life Section 34 CFRN; art 4 ACHPR; art 1, 4, 5 and 6 UDHR. Every individual is entitled to dignity and respect. He is entitled to be free from slavery and torture.
Right to Liberty Section 35 CFRN Every Nigerian has the right to personal liberty and no person should be deprived of this right except: (1) in execution of a criminal sentence by a court of law; (2) for failure to comply with an order of court; (3) in bringing him before a court; (4) in preventing him from committing an offence; (5) where he is reasonably suspected of committing an offence; and (6) for the purpose of care and treatment for persons with infectious disease, unsound mind or addictions.
Freedom of Movement Section 41 CFRN; art 12 ACHPR; art 13 UDHR. Every Nigerian has the right to move anywhere in Nigeria. This right, however, does not apply where a person has been lawfully sentenced to imprisonment or restricted by a court of law.

ENFORCEMENT OF FUNDAMENTAL HUMAN RIGHTS

Any citizen of Nigeria whose rights under the Constitution have been breached may apply to a high court in Nigeria for redress and this includes where the government is responsible for the breach. Furthermore, the rights contained in the ACHPR which was domesticated by Nigeria via the African Charter on Human and Peoples’ Rights (Ratification and Enforcement) Act can also be enforced in the Nigerian high court.

Pavestones Legal as a firm stands against any form brutality including police brutality and harassment. We stand for unity, peace and justice.

Establishing a Cooperative Society For Investment Purposes in Nigeria

/in /by

By Aderonke Alex-Adedipe and Olawale Atanda

Investment entities may take several forms in Nigeria. Investors may set up a Limited Liability Company (LLC) to buy shares or other investment vehicles. They may also set up a Limited Liability Partnership (LLP) or even a Cooperative Society depending on the needs of the investors, the advantage a particular entity for investment has over others, or the type of investments the entities intend to hold.

A Cooperative Society is one formed by a group of persons who share common goals relating to their social and economic advancement. Although, not as popular as LLCs or LLPs, Cooperative Societies afford certain advantages that investors may find favourable.

 

Applicable Law and Regulation

Cooperative Societies are governed by the Nigerian Cooperative Societies Act and are registered by the Director of Cooperatives in each state. In Lagos State, the Ministry of Commerce, Industry and Cooperatives oversees the registration and regulation of Cooperative Societies.

Cooperative Societies are also exempt from the provisions of the Companies and Allied Matters Act (CAMA). Consequently, obligations required of LLCs and LLPs by CAMA such as the filing of annual returns and registration of charges and debentures do not apply to Cooperative Societies.  However, returns are expected to be submitted to the Director of Cooperatives at intervals determined by the Director or such agency that regulates Cooperative Societies.

 

Benefits of Cooperative Societies

Similar to an LLC, Cooperative Societies are of limited liability and have a legal personality separate from that of its members. They also have the powers to hold movable and immovable property, enter into contracts, and perform such functions or actions as stated in their constitution.

Members can hold shares in Cooperative Societies, however, no individual member can hold more than 20% of the shares of the society.

 

Investment of Funds

Cooperative Societies may invest their funds in a bank, in federal government-backed securities, or in any other manner provided for in their constitution.

 

Taxes

Cooperative Societies are exempt from payment of company income tax on the profit or income generated from its activities including shares or interest held in other entities. Cooperative Societies are also exempt from the payment of stamp duties and registration fees payable in relation to the registration of instruments.

 

Registration

Cooperative Societies are to apply to the Director of Cooperatives for registration and such application must be signed by at least ten individuals qualified for membership of the society. The bye-laws of Cooperative Societies, which will govern its affairs, are to accompany the application.

 

Conclusion

Investors are constantly looking for opportunities to increase profits while reducing expenses such as operational costs and tax liabilities. Cooperative Societies provide for lower tax exposure and less regulatory oversight than LLCs and LLPs.

TAX INCENTIVES IN NIGERIA: PIONEERS STATUS

/in /by

By Seun Timi-Koleolu and Eustace Aroh

 

The Pioneer Status Incentive (“PSI”) is one of the available tax incentives in Nigeria aimed at attracting investment into critical sectors of the Nigerian economy. It was created under the Nigerian Industrial Development (Income Tax Relief) Act (“IDA”) to incentivize qualifying entities. The PSI grants an income tax “holiday” of up to five years (three years initially and renewable for an additional two years) to entities that meet the criteria. In addition, pioneer companies may enjoy other benefits including an exemption from withholding tax on dividends paid out of business profits. Below are highlights:

What are the pioneer industries?

These are the industries which qualify for PSI. Companies that engage in any of the industries below may apply for the PSI. Below is an abbreviated list of applicable subsectors.

Industry Applicable Subsector
Information and communication Publishing of books; software development; motion pictures, videos and television production and distribution; music production and distribution; and telecommunication.
Financial Services Real Estate Investment Trust; and mortgage backed securities.
Administrative Services Business process outsourcing; and transportation (land, water, rail and pipeline).
Trade E-Commerce Services.
Construction Construction and operation of roads, railways, airports, utility projects, water projects, industrial projects residential and non-residential building.
Waste Management Waste treatment, disposal and material recovery.
Electricity and Gas Supply Electric power generation, transmission and distribution; and manufacture and distribution of gas.
Agriculture Crop production; livestock; fishing; and forestry
Mining and Quarrying Mining and processing of coal; mining and processing of metal ores; and quarrying and mining of other minerals
Manufacturing Manufacture of refined petroleum products; processing and preserving of meat or poultry and its products, fish, shell fish, fruits, nuts, vegetable, cocoa; manufacturing of grain mill products, edible oils, diary products, starch and starch products, sugar, coffee and tea products, animal feed; manufacturing of wearing apparel; manufacturing of paper, personal hygiene products, basic chemicals, fertilizers, pesticides, agrochemicals and nitrogen compounds; manufacturing of rubber and plastic products; manufacturing of electrical equipment and electronics; manufacturing of basic metal and steel and fabricated metal products; Manufacture of motor vehicles and components and other transport equipment etc.

What are the Qualifications?

The company must be engaged in the pioneer industry; must have physical long-term assets worth over N100 million; and must be able to show the positive impact its business will have on the Nigerian economy.

How to apply?

Application will be by a letter to the Nigerian Investment Promotion Commission (NIPC) in the first year of production, attaching legal and business documents like incorporation documents, regulatory permits, business plan etc.

What are the Obligations on Beneficiaries?

Beneficiaries are expected to submit an annual performance report to the NIPC and must comply with the requirements of IDA and other relevant regulations of the NIPC.

For more information on incentives in Nigeria, please see our article on www.https://pavestoneslegal.com/doing-business-simplified-incentives-to-invest-in-nigeria/

 

Regulation of Collective Investment Schemes (CIS) in Nigeria

/in /by

By Aderonke Alex-Adedipe and Omotola Abudu

  1. Introduction

Recent reports by the Securities and Exchange Commission (SEC) show that there has been an increase in the total net asset value of CIS in Nigeria, from N782.64 billion in May 2019, to N1.322 trillion in May 2020. This is a clear indication that despite the coronavirus pandemic, investments made via CIS have maintained their profit yield. In today’s newsletter, we provide a cursory overview of CIS in Nigeria.

  1. What is a CIS?

According to the Investment and Securities Act, a CIS is a scheme or a company which invites members of the public to invest money or other assets in a portfolio and share the risk and benefit of investment in proportion to their participatory interest in the portfolio of the scheme.  It is essentially a joint investment vehicle which allows investors to pool funds to invest in select securities, boost returns and minimize risk.

  1. What types of CIS are available in Nigeria?

Under Nigerian law, there are five recognised types of CIS. They are Unit Trust Scheme, Venture Capital Funds, Open-ended Investment Companies, Real Estate Investment Schemes and Specialized Funds, with the most common type being Unit Trust Scheme. A Unit Trust Scheme is a fund into which individual investors or subscribers contribute small sums of monies to form a pool and enable professional fund managers invest in money market instruments, shares and stocks on their behalf.

  1. How are Investors protected?

The provisions of the Securities and Exchange Commission 2013 Rules (“the Rules”) along with the recently released Amendment to Rules on Collective Investment Schemes 2019 (“the Amendment”) jointly ensure the protection of investors who wish to pool their funds into CIS and the accountability of fund managers. The Rules and the Amendment contain provisions which prevent self-dealing and ensure that interests of the investors are placed above those of the fund managers.

  1. Who are the relevant parties to a CIS?

For every CIS, there is a relationship between key parties, which promotes a strong level of accountability and clarity.

  1. The Unit Holder/Subscriber
  2. The Fund Manager
  3. The Trustee
  4. The Custodian
  5. The Registrar

6. Conclusion

While the SEC has gone through commendable lengths to ensure proper accountability and transparency of the parties involved in CIS, attention should also be placed on the actions of digital players who operate CIS related platforms, in order to regulate them and ensure due process is followed in the handling of customers funds .