Nigerian Law School : Corporate Law Practice, Monday, August 11, 2012 - Part 3 Answers 1a - 1e)

CORPORATE LAW PRACTICE
AUGUST 2012
MARKING SCHEME

QUESTION 1 (a):



UCHE OBASI & CO
GOODWILL CHAMBERS
10 KOKO CLOSE VICTORIA GARDEN CITY, LAGOS
PHONE NO: 07032499399

Our Ref: _________________                                                                                                                                                                Your Ref: _________________

6th August, 2012
the director (legal Services)
Bureau of Public enterprises
Abuja.

Dear Sir,

OPTIONS AVAILABLE FOR THE PROPOSED UNBUNDLING OF THE NNPC INTO LIMITED LIABILITY COMPANIES UNDER THE COMPANIES AND ALLIED MATTERS ACT

There are two types of limited companies namely Private Limited Liability Company and Public Limited Liability Company.
Private Company limited by shares is suitable for small and medium size Business Organization which need to acquire incorporate status. It is also suitable for business among family members and friends who want to engage in business activities and also where the available capital to start off business is relatively small.
Public Company Limited by shares on the other hand is usually a large membership Company that undertakes profit maximizing business transactions for its members. There is no restriction of transfer of its shares unlike a Private Company Limited by shares.
It can offer its shares and debentures to the public thereby making it easier to access funds from the Capital Market when it is listed in the Stock-Exchange and there is no limitation to the number of its membership status.
In my humble opinion I will advise on adopting to incorporate a Public Limited Company where it will not be too difficult to raise money since as many members of the general public as possible can be a part of it, thereby making source of fund easy and a less burdensome on the Government.
Thanks.

Yours faithfully,
For: UCHE OBASI & CO



QUESTION 1 (b):
The two Brazilian Companies stand a chance of doing business in Nigeria without incorporating a Nigerian Company if and only if they fall within the categories of Companies as provided under section 56(1) of CAMA. In other words, a foreign company may apply to the President of the FRN for exemption from the provisions of section 54 of this Act of if that foreign company belongs to one of the following categories, that is –
(a)    Foreign companies (other than those specified in paragraph (d) of this subsection) invited to Nigeria by or with the approval of the Federal Government to execute any specified individual project;
(b)    Foreign companies which are in Nigeria for the execution of specific individual loan projects on behalf of a donor country or international organization;
(c)    Foreign government-owned companies engaged solely in export promotion activities; and
(d)    Engineering consultants and technical experts engaged on any individual specialist project under contract with any of the governments in the federation or any of their agencies or with any other body or person, where such contract has been approved by the Federal Government.


QUESTION 1 (c) (i):
•    Companies And Allied Matters Act (CAMA) 2004
•    Investment And Securities Act, (ISA) 2007
•    Nigeria Investment Promotion Commissions (NNPC) Act, 2004
•    Immigrations Act, 2004
•    Customs and Exercise Management Act
•    National Officer for Technology Acquisition Promotion (NOTAP) Act.
QUESTION 1 (c) (ii):
Any five (5) of the following bodies will suffice:
i.      Corporate Affairs Commission (CAC) administers CAMA. It oversees the formation, management and winding up of companies in Nigeria. Investigates company. May also dissolve a company.
ii.     Securities and Exchange Commission (SEC): established by the ISA 2007 to regulate the condition for the registration and issuance of company securities. Regulates the capital market in Nigeria.
iii.    Industrial Inspectorate Office (Ministry of Trade and Investment). Regulates the grant of pioneer status to companies which lawfully incur capital expenditure.
iv.    Nigerian Investment Promotion Commission (NIPC): promotes investment in Nigeria, especially by foreigners through its activities. It housess the one- stop- investment–centre (OSIC), an investment window where most of the critical investment regulatory bodies can be found.
v.    National Office for Technology Acquisition and Promotion (NOTAP): promotes acquisition of indigenous technological capacity in Nigeria.
vi.    Federal High Court (FHC): by virtue of section 251 CFRN, it exercises exclusive adjudicatory on investment/commercial disputes bothering on most areas of corporate law practice in Nigeria, operation of CAMA.
vii.    Nigeria Deposit Insurance Corporation (NDIC): regulates mandatory insurance deposit and some aspects of restructuring by banks and other financial institutions.
viii.   National Insurance Commission (NIC): regulates insurance business in Nigeria.
ix.    Central Bank of Nigeria (CBN) – apex regulatory body for banks and other financial institutions in Nigeria.
x.     Investment and Securities Tribunal – exercises exclusive jurisdiction on some investment and capital market disputes/matters in Nigeria.

QUESTION 1 (d)

GLOBAL OIL AND GAS SUPPORT (BRAZIL) INC
RC: 03456
7 RAMIRES ROAD, RIO DE JANEIRO, BRAZIL
PHONE NO: +422(1)053530507                    

Our Ref: ___________________                                                                                                                                                      Your Ref:______________________

4th August, 2012
The Secretary
Federal Government of Nigeria
Abuja.

Dear Sir,

APPLICATION FOR EXEMPTION FROM REGISTRATION OF THE ABOVE COMPANY WITH THE RELEVANT AGENCIES PURSUANT TO SECTION 56 (2) CAMA

 The above subject matter refers.
The reason for this application is that Our Company is in Nigeria on the invitation of the Federal Government of Nigeria to provide engineering and Technology support service to Nigeria to companies in the oil and gas sector. Our Company does not intent to remain in Nigeria after the Completion of the project for which we have been invited.
We humbly request that our application be given favorable consideration. Thank you in anticipation of a position response.


Yours faithfully,


------------------------------
DR. DANIEL ALVES
(Company Secretary) 


QUESTION 1 (e)


1. Business Permit: This is the operational license granted to foreign investors to enable them carry on business activities in Nigeria and the consent of the Minister of Interiors must be sought and obtained before it can be issued. Section 8 (1) (b) Immigration Act.


2. Expatriate Quota: This is the official approval granted to a Company to enable it employ individual expatriate to specifically designated jobs and the quota must state its duration. Section 8 (1) (a) Immigration Act.


The consent of the Chief Federal Immigration Officer must be sought and obtained f=before a Foreigner can be issued on Expatriate Quota.
There are two types of Expatriate Quotas namely permanent until renewed and temporary which is granted fro 5 years and Renewed for a further period 2 years.
3. Residence Permit:  Any person who is not a citizen of Nigeria who desires to enter Nigeria for the purpose of residence beyond 3 months must obtain a Residence Permit.


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