Frequently Asked Legal question to set up a business

  • If it is an intellectual property that can be registered as a Trademark, Copyright, Patent or Design, you have to register it first. For further protection, all potential partners/sponsors etc, should sign a Non-disclosure and Non-compete Agreement.

  • The following can happen when you don’t file a company’s annual returns:

    You would pay a penalty for late filing.

    Your company can be delisted for not filing for several years.

    The status of the company on the CAC search portal would be ‘inactive’.

    You may not be able to process other applications for the company with CAC.

  • For a Limited, the first annual returns is due 18 months after incorporation. Subsequent filings are to be done annually at the financial year end of the company and not longer than 42 days after the annual general meeting of the company. For Business Names, annual returns must be filed before June 30th of each preceding year.

  • No. Both agencies are entirely different. One does not offer protection for the other.

  • Copyright it and notify the Parties that it has been copyrighted. If it is in digital form, watermark it.

  • A Business name is Cheaper to register than a Limited

  • A trademark is a type of intellectual property consisting of a recognisable word, logo, phrase (or combination of all) that identifies products or services from a particular source and distinguishes them from others.

  • Word/phrase, Logo, Details of Applicant

  • The cost of registering a Business Name is between N25k – N40k

  • Where the recipe is in a book form, it can be registered as a Copyright. If the recipe is unique and you can prove you invented it, it may be registered as a Patent.

  • Yes. The Copyright owner can transfer his rights to a third party.

  • The cost of registering a Patent is between N100,000 – N150,000.

  • A Limited Liability Company may pay some or all of the following tax, depending on your field: Company Income Tax, Capital Gains Tax, Personal Income Tax, Value Added Tax, Withholding Tax, Education Tax, Petroleum Profit Tax (for upstream petroleum operators), Industrial Training Fund Tax etc.

  • Annual Returns is a mandatory yearly report filed at the CAC to indicate that your business is still a going concern (is active and still existing), while Tax is a mandatory payment levied on individuals and businesses for remittance to the relevant government agencies.

  • Yes, but the name must be approved before registration.

  • Yes

  • CAC Certificate, Trademark, NAFDAC (where applicable), Copyright / Patent (where applicable), Non-disclosure agreements, Partnership and Shareholders agreements, Employee contracts. The list is not exhaustive. Depending on your business, you might need more or less.

  • Trademark registration costs between N120,000 to N150,000.

  • The manufacture and sale of foods, drugs and related products must be approved and registered by NAFDAC.

  • The owner of any literary, artistic, musical or cinematographic work, including books, scripts, journals, lyrics, paintings, photographs, films, videos, computer programs, illustrations etc.

  • Patent is the legal protection and recognition given to inventors of products or processes that provide a new way of doing something or solving a problem.

  • The applicant for a patent must establish that it is new, original and can be used in a particular industry.

  • No, because the intended name for the business requires approval from the Corporate Affairs Commission before use.

  • No, except to secure certain approvals like NAFDAC and to protect your brand from theft and passing off.

  • Annual Returns is a mandatory yearly report filed at the CAC to indicate that your business is still a going concern (is active and still existing).

  • You need the following information and documents to register a Limited: name of business, nature of business, details of directors and shareholders, number of shares and details of shareholding, address of business and means of identification.

  • Yes. You can register a small company with one director and one shareholder.

  • This is dependent on the share capital. The cost of registering a company with a N1m share capital ranges between N50,000 – N70,000

  • No individual under 18 can be a company director.

  • Any work that is original and expressed, i.e. written, painted, recorded etc.

  • Share capital is the amount of money owners of a company have contributed and invested in a business and is represented as shares.

  • Trademarks can be registered with words alone, but if you intend to attach a logo later on, it’s best you trademark both the word and the logo.

  • No. Jurisdictions limit trademark protections. To protect your product in another country, you must register the trademark in that country.

  • Tax is a mandatory payment levied on individuals and businesses for remittance to the relevant government agencies.

  • Some of the requirements include Trade Mark, SOPs, Product Label, Cert. of Fumigation, CAC, Food handlers test, Batch Formulation, Product sample, Evidence of payment of prescribed fees, Filed NAFDAC application Form, Comprehensive Certificate of Analysis etc.

  • Yes, so long as two adults are shareholders

  • Yes, but not in all cases. Most unregulated businesses start with N1m share capital. If the nature of the business is regulated by a government agency such as CBN or SEC, the share capital of the business would be determined by the regulatory agency.

  • Yes, a Business Name can have only one Proprietor.r.

  • A fashion design is an intellectual property that can be protected by registration under Nigeria’s Patent and Design laws.

  • Company Income Tax is a yearly tax levied on a company’s income. Only companies with an annual turnover of N25m and above are eligible to pay this tax.

  • Yes, Business name owners pay tax. The tax includes, VAT (Value Added Tax) and PIT (Personal Income Tax).

  • No. Each product must be approved and issued a different NAFDAC number.

  • Personal Income Tax is a tax levied on salaries and other means of an individual’s income.

  • Proposed name, nature of business, details of Proprietor(s) and means of Identification.

  • Yes, during the process of registration, an inspection of your production site/ facility would be carried out by NAFDAC officials.

  • A Business Name is cheaper and requires less for its registration. It’s, however, not separate from the owner, i.e. the owner of a business name bears the liability of the business. A limited is more expensive and requires more registration, but it is a separate legal entity from the directors and shareholders. It bears its liability.

  • Food, Drugs, Vaccines, Herbal Medicines, Veterinary Medicines, Cosmetics, Water, Medical devices etc.

  • The owner of a Copyright has protection for his entire lifetime and 50 -70 years after death depending on what was copyrighted.

  • Any legal entity: individual or company

  • Value Added Tax is a consumption tax paid by a consumer on goods and services.

  • Yes, Annual Returns are mandatory for all registered businesses, including those yet to commence business.