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Legal Test for a Valid Board of Directors’ Resolution under Nigerian Law

The Board of Directors (“the Board”) is a group of individuals, elected by the shareholders or the Directors themselves with a mandate to establish policies for corporate governance and management of the company. It is the decision making arm of the company which ensures that resolutions of the shareholders are executed. The Board carries out oversight of the company and executes its functions through its resolutions reached in meetings convened as provided by the law or the company’s articles of association (“the articles”).

The provisions of Nigerian Companies and Allied Matters Act (“the CAMA”) envisages that every company, whether private or public must have a Board of Directors (“Board”). This is why the CAMA provides that every company must have at least 2 (two) directors. In order for Board resolutions to be valid it must pass the legal test as provided under the CAMA. The legal test includes;

a. Notice of Meetings

Section 266 of the CAMA provides that every director shall be entitled to receive notice of director’s meeting, unless he is disqualified by any reason under the CAMA or at the material time the director was absent from Nigeria and has not provided an address in Nigeria for service of the notice on him.

Directors are entitled to a 14 days’ notice in writing of a meeting except the articles provides otherwise. Failure to give notice of a director’s meeting invalidates the meeting and the resolutions reached at the meeting.

In the case of Longe v FBN (2010) (Pt. 1189) 1 SC, the Nigerian Supreme Court held that further to Section 266 of the CAMA, the removal of a Managing Director of the Bank was unlawful because he was not given notice of the Board meeting in which he was removed.

b. Written Board Resolution

Section 263 (8) of the CAMA provides that a resolution in writing signed by all the directors entitled to notice shall be valid and effective as if it was passed at a meeting of directors duly convened and held.

This means a written resolution of the Board which is not signed by all the directors entitled to receive notice of Board meetings is invalid.

c. Lack of Quorum

Section 264 of the CAMA provides that except the articles states otherwise, the quorum necessary for the transaction of directors shall be 2 (two) where there are not more than 6 (six) directors, but where there are more than 6 (six) directors, the quorum shall be one third of the number of directors and where the numbers of directors is not a multiple of 3 (three), then the quorum shall be one-third to the nearest number.

A Board resolution reached in a meeting without the requisite quorum stipulated in the CAMA or the company’s articles is invalid.

d. Acting without Authority

The import of Section 66 (1) of the CAMA is that acts of a director are not deemed to be that of the company if he acted without the express or implied authority of the Board of directors. However, the Board of directors may ratify the acts done by the director without prior authorization.

A director is personally liable for actions done without Board’s authority or ratification.

e. Breach of Fiduciary

Section 282 of the CAMA provides that directors are trustees of the company’s moneys, properties and powers. They shall exercise their powers honestly in the interest of the company and all shareholders and not in their own sectional interests.

A director opens up itself to litigation and personal liability if he acts for his own interest against the interests of the company or its shareholders.

f. Improper Resolution

The CAMA provides instances where the Board would carry out its functions by an ordinary resolution or by special resolution. The Board’s business would be invalid if it passes an ordinary resolution for a business which requires special resolution and vice versa.

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Damages For Unlawful Termination Of Employment In Nigeria

All employment has its terms. The terms may be written in a single contract, several documents, custom and usage or inferred from the conduct of the employee and his employer. The terms of employment usually stipulates the procedure, notice and termination package in which the employer would pay to the employee upon termination of the employee’s employment.

It therefore behooves of the employer to terminate the employee’s employment in line with the provisions of the employee’s terms of employment. Consequently, termination of the employee’s employment is said to be unlawful, if the employer fails to terminate the employee’s employment in line with the provisions of the employee’s terms of employment. What then are the damages which will accrue to the employee for unlawful termination of his employment by the employer?

Employment with statutory flavor

An employment with statutory flavor is an employment which is provided by an extant statute. Civil servants fall under this category. The law is settled that where the employment of an employee with statutory flavor is terminated without recourse to the laid procedure in the relevant statute or statutes as the case may be, the court would order that the employee be reinstated. The employer in such a case is liable to pay the employee all outstanding salaries and allowances during the entire period which his employment was unlawfully terminated.

Employment by contract

Unlike an employment with statutory flavor, where the employment of an employee by contract is unlawfully terminated, the employer is liable to pay only what he would have paid had the employment of the employee been properly terminated. The employee is not entitled to reinstatement because the court cannot force an employee on an unwilling employer and vice versa. This means if for instance the employee’s terms of employment stipulates that the employee is entitled to pension, gratuity and 3 months’ notice for termination of his employment, upon the court arriving at a decision that the termination of the employee’s employment is unlawful, it can only order the employer to pay the employee his pension, gratuity and 3 months’ salary in lieu of notice and nothing else.

Employment at will

An employer under common law has the right to hire and fire. An employee at the will of the employer can be summarily dismissed with or without reason. However, if an employee’s employment is terminated on allegation of crime, a competent court must hold the employee guilty of the crime; otherwise the termination of the employee’s employment on allegation of crime is unlawful.

Can a Nigerian court grant damages for psychological, emotional pain and distress claims for unlawful termination of contract of employment?

Unlike in the UK and other commonwealth jurisdictions, a Nigerian court would not grant damages for psychological, emotional pain and distress claims of an employee for unlawful termination of his contract of employment by the employer.

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Procedure For Recognition And Enforcement Of Foreign Judgments In Nigeria

a. Enforcement by registration

This is the common method of enforcing foreign judgments in Nigeria. The judgment must be a judgment of a superior court of the foreign country with reciprocal treatment with Nigeria. The judgment must also be a monetary judgment, final and conclusive between the parties. Under the Reciprocal Enforcement of Judgments Rules 1922, a judgment creditor shall by an exparte application, apply for leave to register a foreign judgment within 12 months from the date the foreign court delivered the judgment.

Nevertheless, the court may direct that the judgment debtor should be put on notice. The Rules suggests that a Nigerian court can extend time within which a judgment creditor may apply to register a judgment. Generally, an application for extension of time within which to register a judgment outside the statutory period shall involve the exercise of the judge’s discretionary power which is exercised judicially and judiciously with regard to the circumstance of the case.

The application shall be by originating motion or petition brought pursuant to the Reciprocal Enforcement of Judgment Ordinance, 1958 (“the Ordinance”) and praying the court for leave to register the foreign judgment. The application shall be accompanied by an affidavit which shall state that the judgment does not fall within the cases in which it may be set aside under Section 3 (2) of the Ordinance. The affidavit shall also give the full name, title, trade or business and usual or last known place of abode or business of the judgment creditor and judgment debtor. A certified true copy of the judgment shall be exhibited. The application and affidavit shall be titled “In the Matter of the Reciprocal Enforcement of Judgments Ordinance and in the matter of a judgment of the …. (describe the court) obtained in … (describe the cause of matter) and dated the …day of ….20….”

If the court orders that the judgment debtor should be put on notice, the application shall be served on the judgment debtor in the same manner as a writ of summons. The judgment debtor shall not be required to enter any appearance at this stage. Where the court grants leave to the judgment creditor to register the judgment, the court’s order shall state the time within which the judgment debtor shall apply to set aside the registration. Such time shall be 14 days if the judgment debtor is resident within the jurisdiction of the court and when the judgment debtor is resident outside the jurisdiction of court, the time to be given to the judgment debtor to apply to set aside the registration shall be determine by the distance between the judgment debtor’s residence and the jurisdiction of the court. The register of judgments registered under the Ordinance shall be kept in the High Court Registry under the direction of the Chief Registrar.

b. Enforcement by an action at common law

If for any reason, the judgment debtor cannot register the judgment, he may do so by commencing an action upon the judgment. This also applies to judgments from countries without reciprocal treatment with Nigeria. The foreign judgment constitutes a cause of action upon which the judgment creditor will commence a summary judgment proceeding to recover the judgment debt thus avoiding the process of adducing evidence and calling witnesses to prove its case. This is because the judgment debt constitutes a liquidated sum and ordinarily the judgment debtor does not have a defence on the merit against it.

c. By operation of Section 10 (a) of Foreign Judgments (Reciprocal Enforcement) Act, CAP F 35, LFN, 1990

Section 10 (a) of the 1990 Act provides that;

“Notwithstanding any other provision of this Act—

a. a judgment given before the commencement of an order under section 3 of this Act applying Part I of this Act to the foreign country where the judgment was given may be registered within twelve months from the date of the judgment or such longer period as may be allowed by a superior court in Nigeria”.

In Teleglobe America Inc v Century Technologies Ltd (2009) CLRN 9, 32, the Court of Appeal, per Regina Obiageli Nwodo JCA who read the lead judgment found that;

” The Learned Trial Judge in his ruling found that there is nothing before the court to show that the Minister of Justice has exercised his powers under S3 of the Foreign Judgment Act in favour of the United States of America and proceeded to rely on S10(a) of the Foreign Judgment (Reciprocal Enforcement) Act. The Learned Trial Judge interpreting the provision and relying on the case of Andrew Mark Macaulay v. R. Z. B. Austria (2003) 18 NWLR (Pt. 18) 282 at 298 rightly made the following pronouncement:

“There is nothing placed by this court to show that there is an Order by the Minister of Justice extending the provision of part 1 of the Reciprocal Act to Judgments given in United States. The applicant therefore has twelve months from the date of the Judgment within which to register it in Nigeria”.

The lower court rightly found that S10 of the Foreign Judgment Act was relevant in the determination of when an application can be made once the Minister has not made an Order. S10 stipulates as follows:

10(a): a judgment given before the commencement of an order under section 3 of this Act applying Part I of this Act to the foreign country where the judgment was given, may be registered within twelve months from the date of the judgment or such longer period as may be allowed by a superior court in Nigeria”.

It is undisputable that the application for registration was filed within 12 months which period is covered under S10 (1) of the Foreign Judgment Act in the absence of a Minister’s Order. The Learned Trial Judge on his judgment as reflected on page 103 of the record of appeal held:

“It has been shown that final judgment was entered in favour of the Applicant by the CIRCUIT COURT OF FAIRFAX COUNTY, VIRGINIA on 2nd December 2004. This ORIGINATING MOTION was filed in this court on 25th October, 2005. The originating motion was therefore filed within twelve months from the date of the Judgment. The question is whether the judgment of the said CIRCUIT COURT should be registered by this court. Under Section 4 of the Reciprocal Act, such a judgment is registerable subject to proof of the prescribed matters and to other provisions of the Act provided at the date of the application the judgment has not been wholly satisfied or it could not be enforced by execution in the country of the original court. It is averred in the Supporting Affidavit that the Judgment has not been satisfied in whole or in part. This fact has not been controverted. The position of the Respondent however is that it was not served with the originating processes of the aforesaid CIRCUIT COURT OF FAIR FAX COUNTY, VIRGINIA in accordance with the applicable Nigerian Law. The issue therefore turns on whether service of the originating processes of the aforesaid CIRCUIT court on the Respondent which is a company incorporated under the Laws of the Federal Republic of Nigeria carrying on business within the jurisdiction of this court, was to be effected in accordance with the Law of Virginia or in accordance with Nigerian Law”.

From the Learned Trial Judge’s findings above, one would have expected the court below to proceed and register the foreign Judgment since the prerequisites for registration were present. Unfortunately the Learned Trial Judge did not fail to realize that the issue of service of process having been considered and determined by the foreign court cannot be relitigated again except by way of appeal. Clearly the issue of service was responsible for the lower court derailing from the right track and delving into the merits of the Judgment” (Emphasis supplied).

This means foreign judgments from countries which are not listed in the 1958 Ordinance and cannot be recognized under the Ordinance may be recognized under Section 10 (a) of the 1990 Act as long as the application for recognition and registration of the judgment is brought within 12 months from the date in which the foreign court delivered the judgment. This opens the door wide open for Nigeria’s recognition of the judgments of superior courts of all countries of the world.

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Procedure For Recognition And Enforcement Of Arbitral Awards In Nigeria

(a) Under the provisions of the Arbitration and Conciliation Act, CAP A18, LFN, 2004 (“the Arbitration Act”)

Section 51 of the Arbitration Act provides a unified legal framework for recognition and enforcement of arbitral awards of both local and foreign arbitral awards thus;

(1) “An arbitral award shall, irrespective of the country in which it is made, be recognized as binding and subject to section 32 of this Act, shall, upon application in writing to the court, be enforced by the court.

(2) The party relying on an award or applying for its enforcement shall supply

(a) the duly authenticated original award or a duly certified copy thereof;

(b) the original arbitration agreement or a duly certified copy thereof; and

(c) where the award or arbitration agreement is not made in the English language, a duly certified translation thereof into the English language”

In the case of Imani & Sons Ltd. V. BIL Construction Co. Ltd (1999) NWLR 12 (Pt. 630), 253 at 263, the Court of Appeal held that in addition to the motion on notice filed by the party seeking enforcement, the party also needs to provide the following simple requirements;

“(1) The Arbitration Agreement;

(2) The Original Award;

(3) The name and last place of business of the person against whom it is intended to be enforced;

(4) Statement that the award has not been complied with, or complied with only in part”

In Ebokam v. Ekwenibe & Sons Trading Company, (2001) NWLR 2 (Pt. 696),32, the Nigerian Court of Appeal listed additional requirements needed for a party seeking recognition and enforcement under the New York Convention. The requirements are as follows;

1. The arbitration agreement;

2. That the dispute arose within the terms of the submission;

3. That arbitrators were appointed in accordance with the clause which contains the submission;

4. The making of the award; and

5. That the amount awarded has not been paid.

Once the Court recognizes the award by granting leave to the creditor to register same, it shall be enforced as a judgment of that Court.

(b) Under the registration of foreign judgments statutes

The Reciprocal Enforcement of Reciprocal Enforcement of Judgment Ordinance 1958 (“the 1958 Ordinance”) and the Foreign Judgments (Reciprocal Enforcement) Act, Cap F35, Laws of the Federation of Nigeria, 2004 (“the 2004 Act”) regulates registration of foreign judgments in Nigeria. For an award to be recognized under these legislations, it must be registered in the court of the country where it was made and become enforceable in the same manner as a judgment given by the court in that jurisdiction.

In Tulip Nig. Ltd v Noleggioe Transport Maritime S.A.S, (2011) NWLR 4 (Pt.1237), 254, the Court held that:

“the provisions of the Reciprocal Enforcement of Judgment Ordinance Cap 175 LFN 1958 and the Foreign Judgment (Reciprocal Enforcement) Act 1990 will apply in the enforcement of foreign arbitral award where same has been elevated to the status of a judgment by leave of the High Court been sought and obtained”

It was further held that the judgment shall become binding on the parties concerned irrespective of the country in which it was made and the court before whom an application is brought for enforcement is duty bound to enforce same. Therefore for an arbitral award to be elevated to the status of a judgment which can be registered and enforced under the 1958 Ordinance or 2004 Act, the creditor is required to have applied and obtained leave of the court in the country where the award was made in order to enforce the award in the same manner as a judgment of that court.

(c) Action upon award

Arbitral awards can be enforced by commencing an action upon the award. In the case of a foreign award, it is inconsequential whether there is reciprocal treatment in the country where the award was obtained or not.

In Topher Inc of New York v Edokpolor (Trading as John Edokpolor & Sons), (1965) 1 All NLR 1, 307, the Plaintiffs sued for the sum of £2,142 awarded in its favor by arbitrators in New York, and the Defendant moved the High Court to set aside the award on the ground that it was “founded on a Foreign Arbitration governed by the laws of the State of New York, United States of America”. The trial Judge, whilst noting that in Nigeria, there was no statute similar to the Arbitrations (Foreign Awards) Act, 1930, of England held, as submitted for the Defendant that;

“for a foreign arbitral award to be recognized here there must be a treaty guaranteeing reciprocal treatment or an order in Council to that effect”

On appeal to the Supreme Court, the Court held as follows:

“i. A party is not prevented from suing upon a foreign judgment regardless of whether there is a reciprocal treatment in the country where it is obtained, if no order is made under section 124 to modify that position.

ii. A suit brought upon a foreign award ought not to be struck out merely on the ground that there must be a treaty guaranteeing reciprocal treatment in the country where it was made or an Order in Council to that effect”

This is based on the Doctrine of Obligation which postulates that if a foreign court of competent jurisdiction has adjudicated a certain sum to be due from one person to another, the liability to pay that sum becomes a legal obligation enforceable domestically by a debt action.

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An Appraisal Of Challenges Of Enforcing Foreign Judgments In Nigeria

Enforcement of foreign judgments has significant relevance in this era of increased international trade and foreign investment. Businesses are more comfortable doing business with foreign partners knowing that if they obtain judgment from a superior court in their home country; it can be enforced against the judgment debtor across borders. Fortunately, Nigerian courts recognize judgments from superior courts of commonwealth countries and countries with reciprocal treatment with Nigeria. This has increased the confidence of foreigners and foreign companies to do business with Nigerians and Nigerian companies. Nevertheless, the procedure for registration of foreign judgment in Nigeria is not without challenges. Apart from the uncertainty in the statute and rules regulating the enforcement of foreign judgment, the procedure for registration of foreign judgments does not take cognizance of the evolving trends in global economy and international commerce.

The statute regulating the enforcing of foreign judgments in Nigeria is imprecise. Ordinarily the recent Foreign Judgment (Reciprocal Enforcement) Act, CAP 152, Laws of the Federation of Nigeria, 1990 (“the Act”) would have been the legislation regulating enforcement of foreign judgment but the Supreme Court in the case of Macaulay v R.Z.B of Austria (2003) 18 NWLR (Pt. 852) 282 held that the Minister of Justice has not made an order extending the Act to judgments of the United Kingdom and other countries with reciprocal treatment with Nigeria pursuant to Sections 3 (1) and 9 (1) of the Act as such the first part of Act is inapplicable. Again, in the case of Grosvenor Casinos Ltd v Ghassan Halaoui (2009) 10 NWLR (Pt. 1149) 309, the Supreme Court postulated that both the Act and the Reciprocal Enforcement of Judgments Ordinance, CAP 175, Laws of the Federation of Nigeria, 1958 (“the Ordinance”) (“applicable legislations”) are relevant statutes in the enforcement of foreign judgments in Nigeria.

The imprecision on the particular statute regulating foreign judgment enforcement has a devastating effect on the whole process of registering foreign judgment in Nigeria. For instance, the time within which to register a judgment under the Act is 6 years while the time to register a judgment under the Ordinance is 12 months. Since there is no Foreign Judgment Enforcement Rules for the Act, the Reciprocal Enforcement of Judgments Rules of the Ordinance (“Rules of the Ordinance”) which was enacted in 1922 regulates the legal conditions for registration of foreign judgment in Nigeria today. Rules 1 (1) and 5 of the Rules of the Ordinance which provides that the application for enforcement of foreign judgment be made by a motion ex-parte is inconsistent with the modern concept of fair hearing and the current civil procedure rules of Courts that an adverse party must be put on notice. It is without doubt that the Rules of the Ordinance is out of touch with modern realities and the different conditions in the applicable legislations have led to calamity and more uncertainty.

In a recent Ruling of a Lagos High Court, per Candide-Johnson J, the Court rejected the registration of a Judgment of Justice Michael Burton of the High Court of Justice, Queen’s Bench Division, Commercial London on the ground that since the Lagos Court did not have jurisdiction to hear the subject matter before the original Court, it could not register and execute the Judgment of the original court against the judgment debtor. But registration of foreign judgment under the provisions of the applicable legislations appears to be a subject matter on its own. Little wonder the process of registration of foreign judgment is regulated by its separate and distinct legislations and rules which spell out its conditions and legal requirements.

The applicable legislations provide that Nigerian courts shall accord reciprocal treatment to judgment of ‘superior courts’ from commonwealth countries and other countries with reciprocal treatment with Nigeria. They also provide that a judgment creditor from a foreign country with reciprocal treatment with Nigeria may apply to a ‘superior court’ in Nigeria within the specified time for registration of the judgment. From the ordinary meaning of the wordings of the provisions of the applicable legislations on conditions for registration of foreign judgments, it did not contemplate that the jurisdiction of the Nigerian court to register a foreign judgment will be subject to its jurisdiction to hear and determine the original subject matter of the case. Since the judgment creditor is not asking the Nigerian court to hear the case based on its subject matter, but to grant leave for registration of the foreign judgment under the applicable legislations only, Nigerian courts have no business making its jurisdiction to hear the subject matter of the case, a condition precedent for registration of the judgment. Unless the appellate courts pronounce on this grey area, it will continue to impede the registration of foreign judgments in Nigeria.

An interesting requirement of the applicable legislations is that the Defendant against whom the foreign judgment is to be enforced must have been a Defendant at the original court. This requirement creates a profound difficulty for Judgment creditors. With the recent economic meltdown, businesses are trying to stay afloat by merging or acquiring other companies. To maintain a local presence, a multinational company may take over the business and goodwill of viable Nigerian Company. Upon such takeover the acquired company is wound up. What then happens to a judgment creditor who obtained a foreign judgment against the acquired company? Does it mean that the judgment creditor cannot maintain a cause of action against the acquiring company just because the acquiring company was not a Defendant at the original court? Since the acquiring company acquired both the assets and liabilities of the acquired company and the acquired company is no more, the justice of the case demands that the foreign judgment obtained against the acquired company should be enforced against the acquiring company.

Another curious requirement in both the Act and the Ordinance is that foreign judgments in respect of fine, taxes and penalties cannot be enforced in Nigeria. This is against the whole concept of reciprocal treatment of judgment because it may give a safe haven to impenitent tax evaders. With the increase in tax evasion by foreign businesses and multinational companies, inability of states and government bodies to recover judgment debts in respect of fines, taxes and penalties across borders would led to a great loss of revenue. The role of fines, taxes and penalties is invaluable in the economic development of states in the 21st Century. Unlike the 19th Century where most states closed their borders against foreign goods and investment, the 21st century world is a global village.

Though Section 1 (2) of the Foreign Judgments (Reciprocal Enforcement) Act 1933(“the United Kingdom’s Act”) provides that taxes or other charges of a like nature or in respect of a fine or other penalty cannot be registered and enforced in United Kingdom, the United Kingdom Prime Minister David Cameron in a letter to Leaders of the British Overseas Territories (BOTs) and Crown Dependencies (CDs) dated 20 May 2013 said “… I very much welcome the commitments you have made to automatic tax information exchange, both on a bilateral and multilateral basis, which will help us to reach our goal of setting a global standard in tax transparency… We also need to ensure information exchange works effectively for all… That is why we strongly support the Multilateral Convention on Mutual Assistance in Tax Matters” This highlights the importance of cross border tax collection. Nigeria will gain more if it offers herself and other states the opportunity to recover fine, taxes and penalties against evading offenders by either amending her Foreign Judgment statutes to accord foreign judgments on fine, taxes and penalties the same status with monetary judgments or enter into Multilateral and Bilateral treaties with other states to assist themselves on recovery of cross borders fine, taxes and penalties.

Furthermore, the requirement that once an appeal is filed at the original court, the foreign judgment cannot be registered at the registering court may be prejudicial to the judgment creditor. What happens in a situation where an unscrupulous debtor in an attempt to forever deny the judgment creditor the fruits of his judgment files an appeal at the original jurisdiction and goes to sleep? What happens to the judgment creditor where the judgment debtor dissipates the res before outcome of the appeal at the original court? Is it not justiciable to preserve the res at the registering court pending the outcome of the appeal at the original jurisdiction? This is the reasoning behind the provisions of Section 1 (3) of the United Kingdom’s Act which provides that “a judgment shall be deemed to be final and conclusive notwithstanding that an appeal may be pending against it, or that it may still be subject to appeal, in the courts of the country of the original court”.

In conclusion, there is a need for the lingering crisis on the law regulating enforcement of foreign judgment in Nigeria to be settled. The legal conditions for enforcement of foreign judgment have been interpreted too broadly to adequately protect the interest of foreign judgment creditors. Therefore, the law and rules should be amended to reflect modern realities. The Courts should be proactive in breaking new grounds and developing the jurisprudence on enforcement of foreign judgment in Nigeria in accordance with the essence of reciprocity of judgments. This will improve the prospects of Nigeria as a business destination and enhance the growth of her economy.

Nigerian Economy PHOTO

Legal Issues arising from a Technical Expatriate’s Business in Nigeria

Apart from the oil and gas sector which remains the mainstay of Nigerian economy, the technical knowhow of expatriates are also needed in other budding sectors of the Nigerian economy such as tourism, mining, agriculture, manufacturing, power, real estate, construction, cable television and telecommunication. For expatriates to carry on their businesses in Nigeria some legal issues arises and same must be effectively dealt with to ensure smooth running of their businesses. The issues include;

a. Registration of the expatriate’s business in Nigeria and securing a convenient place of business for the expatriates;
b. Advice on formalities and documents for application of Nigerian Visa, Work and Resident and Business Permits and petition on matters arising thereto;
c. Ensure the Employment Agreement of the expatriate conforms with Nigerian immigration, labor, tax, social security law and other relevant legislations;
d. Advice on government policies and regulations on the expatriate’s business as well as technical or legal hitches the expatriate may encounter in the course of its business;
e. Advice on tax holiday and concessions in the expatriate’s business;
f. Identify Nigerian legislations which provide for employment and training of Nigerian employees by the expatriates;
g. Advice the expatriate whether it is more advantageous and cheaper for the expatriates to employ and train Nigerian employees instead of bringing in more expatriates;
h. To estimate the overall labor costs the expatriates will bear in respect to its employees, taxes, social security contribution and Medicare costs and other charges under Nigerian law.

This will not only protect the expatriate from avoidable litigation, it will guide the expatriate in carrying on its business and protect his investment in Nigeria.