BN is ideally the best business structure for the MSMEs because of simplicity in its registration, commencement of operation and ease in management. The question is, “Why do you need to register your BN or MSME?” Click here http://www.olayinkaoyelamicorporation.com/partners Learn more
OlayinkaOyelamiLegal | Cutting-edge Legal Services
Wednesday, December 4, 2019
Thursday, October 3, 2019
Leasing Commercial Real Estate
Real estate is such a valuable long-term asset, it is important to learn as much as you can. Real estate is something that most people have experience in, whether as landlords or tenants, or as buyers or sellers. Residential real estate makes up our homes, and those of our families, while commercial real estate is where we shop and do business.
One of the biggest upsides to document automation is that It leaves more time for client matters – making attorneys more productive, efficient (read: wasting fewer dollars doing manual tasks that can be accomplished using technology) and collaborative. Click Here http://www.olayinkaoyelamicorporation.com/partners Learn More... OlayinkaOyelami LLP | Cutting-edge Legal Services
In 1963, an American attorney named Reed Lawlor published a prescient article in the journal of the American Bar Association. “In a few years,” he wrote, “lawyers will rely more and more on computers to perform many tasks for them. They will not rely on computers simply to do their bookkeeping, filing or other clerical tasks. They will also use them in their research and in the analysis and prediction of judicial decisions. In the latter tasks, they will make use of modern logic and the mathematical theory of probability, at least indirectly.” Learn more about Virtual Law Practice
Leasing commercial property is different than leasing residential property because business owners have different needs, rights, and responsibilities than residential tenants.
Renting to a commercial tenant means you’ll likely have a more comprehensive screening process, for one. The negotiations of the lease terms, such as the way you sort out rent, also tend to be more extensive because each agreement will differ based on the tenant, the size of the space, and the tenant’s intent for the property.
A Commercial Lease Agreement is used when a tenant rents out property for the purpose of conducting business activities.
Typically, commercial properties are categorized as:
- Office space
- Retail store
- Restaurant
- Industrial building
- Warehouse
- Multi-use building
Other types of commercial property can include any spaces not intended for residential use, such as self-storage facilities, recreational facilities, gyms, medical clinics, hotels, and more. It’s also common, especially in urban centers, to have larger commercial properties with retail spaces and warehouses on the first floor and offices or even apartments occupying the floors above.
Commercial leases don’t have "standard" fixed term lengths like residential leases often have. Much like every other aspect of commercial renting, the duration of the lease is negotiable. However, commercial landlords typically want their leases to have longer terms, usually three, five, or ten years.
Longer leases tend to work well for both the landlord and the tenant because they require a great deal of trust and commitment between the parties. Some tenants don’t like the idea of being locked into a lease for five or ten years, but you can always reassure them that their lease terms can be renegotiated with a Lease Amendment.
In addition to the lease agreement, there are a few other forms that commercial landlords can benefit from having in their arsenals.
The following is a list of useful forms, some of which you might be familiar with if you’ve already had residential tenants:
Commercial Lease Application: This document is used by landlords or property managers to collect information on potential commercial (or business) tenants before agreeing to lease the property.
Rent Receipt: This simple document provides proof of rent payment. It’s a great way to keep a record of income (for the landlord) and expenditures (for the tenant). Receipts can help settle any disputes over late or partial payments.
Lease Amendment: An amendment details changes made to an existing lease agreement. It demonstrates agreement to specific changes or additions without cancelling or negating the original lease.
Landlord's Consent to Sublease: If a tenant wants to lease their space to a new tenant, they will require the landlord’s permission. This letter grants formal permission to sublet.
It should be noted that landlords can prohibit subletting entirely with a clause in the lease agreement.
Landlord's Consent to Lease Assignment: Sometimes existing tenants can find new viable tenants to take on their lease obligations so they can move out. This letter is a form of written permission allowing the original tenant to transfer those rights and obligations.
Similar to subletting, a landlord can prohibit lease assignments in the lease agreement. Tenants should refer to the terms of their specific lease as a first step to subletting or assigning a lease.
Tuesday, September 17, 2019
OlayinkaOyelami LLP | Cutting-edge Legal Services
Legal document creation has blossomed into a major area where technology is leading the way. For example, one has a multitude of choices to automate the drafting, reviewing and even red-lining of a number of legal documents.
Like legal process outsourcing, document automation has been around for a long time, decades even. But the push to drive legal spend down while keeping outcomes consistent has shined a new light on document automation and what the future might hold.
Tuesday, July 9, 2019
The Legal Industry’s Skills Gap
Law schools have ceded an opportunity to shore up their balance sheets and to do right by grads, the legal industry, and the broader society. How? They have failed to transition from three-year degree stopovers to learning centers for life that upskill grads and other professionals throughout their careers. This would have created “stickiness” with alumni/ae throughout their professional lives and transformed law schools into lifetime learning hubs. In the digital age where competency, micro-credentialing, collaboration, upskilling, people-skills, and agile learning are critical, law schools are relics of the legal guild. Why?
There are a legion of explanations: complacency, detachment from the University—notably the business, engineering, computer science, and mathematics schools– as well as the broader legal ecosystem and business community, faculty composition/hiring criteria, the American Bar Association’s ineffective law school accreditation oversight, and absence of accountability and performance metrics—especially student outcomes, and self-regulation. Law schools are an island that has become increasingly detached from the broader legal mainland.
The inertia of law schools, like law firms, went unchallenged for decades. Their applicant pool was plentiful, the job market was robust, the curricula were unchanged and unchallenged, and they were cash positive. That rosy picture fueled the growth and proliferation of law schools from the 1980’s until the global financial crisis of 2008. The confluence of that economic maelstrom and its aftermath coincided with rapid advances in technology, the ever- escalating cost of law school and its three-year hitch, a downturn in the legal job market, and disaggregation of a growing number of “legal” tasks. This resulted in the migration of young talent away from law and into other professional service and business careers.
Law School Stasis In An Age of Disruption
Law schools have largely failed to engage in material reform during the post-financial crisis decade, especially the top-tier ones. Their inertia has contributed to an ever-widening skills gap in the legal industry, a challenge and opportunity law schools have failed to respond to meaningfully. Law schools—like firms for whom they have long served as supply sources– have failed to align with and adapt to a changing marketplace. The ramifications affect the entire legal ecosystem and beyond.
Law schools continue to prepare grads to “think like a lawyer” even as the function, role, skillsets, workplace, and career paths of lawyers are changing dramatically. Law schools still rely on firms to provide practice experience even as clients decline to subsidize on-the-job training of young lawyers. They are preparing grads for practice careers in a market where the practice of law is shrinking and the business of delivering legal services is expanding. Their pedagogy remains rooted in legal doctrine when law is now a three-legged stool supported by legal, business, and technology. They teach the rudiments of legal expertise when that alone will no longer cut it for most lawyers. They perpetuate a mindset and culture of “lawyers and ‘non-lawyers’” when law is now about legal professionals, only some of whom are licensed attorneys.
The New Tools For Success
Competency, not diplomas, dictates marketplace success in the digital age. Diplomas still matter, of course, and so does the granting institution’s brand. But exposure to a new suite of augmented skill sets is what really matters, especially after one’s first gig. The core skills required of legal professionals—apart from baseline legal knowledge—are common among other industries in the digital age, a time when traditional boundaries separating professions/industries are increasingly blurred.
The World Economic Forum Future of Jobs Report examines the skills required in the digital age. Critical thinking and problem solving, key elements of traditional legal pedagogy, remain. Other critical workplace skills–notably emotional intelligence (EQ), creativity, cognitive flexibility and collaboration– are now equally important workplace competencies. These contemporary skills—and others including project/process management, data analytics, design, business basics, digital basics, risk prediction/management, and talent management—are largely ignored by the legal Academy and most executive education programs. They are also undervalued by legal industry talent managers even as they have become essential to satisfy rapidly changing legal buyer expectations. These skills are foundational elements of new legal positions to be filled now and many more as-yet to be created.
New Courses Don’t Necessarily Translate to Marketable Skills
Law schools have recently introduced many new courses, but few address the skills gap. Legal tech courses are proliferating, for example, but few provide a technological use-case , competitive market analysis, design planning, cost/time to develop, etc. Legal entrepreneur courses, another hot offering, are often taught by professors with no entrepreneurial experience and little knowledge of the marketplace. Sexy as these courses might be for students, why not focus on building block courses like business, data analytics, and digital transformation basics for lawyers? These are foundational elements for all lawyers and legal professionals and are marketable.
Dan Rodriguez, a colleague and friend, recently authored a cogent article positing that “law schools, when considered as a whole, are working hard on innovation.” While some—myself included—might consider this an overly generous assessment of the Academy’s efforts to modernize, Rodriguez pulls no punches acknowledging that US law schools “are fundamentally inadequate, at times border on the functionally illiterate, when it comes to collecting, synthesizing, and analyzing data.” He cites a number of critical use cases that include the impact of curriculum change, student outcomes, externships, and other collective performance metrics. While law schools’ poor grade on data adoption mirrors the broader legal ecosystem, it is particularly troubling in an academic setting where many tenured professors devote much of their time to research. How can research be meaningful and relevant absent data to support it as well as the use case for engaging in it?
Law Schools Are Focused on New Revenue Streams, Not Solutions to Systemic Challenges
Most law school Deans pay considerable attention to new revenue streams to stanch their fiscal bleeding. While this is understandable, it does not address the underlying systemic challenges their schools face— educational structure/curricula; an unsustainable economic model; outmoded faculty configuration including preference for PhD’s, not practitioners, and relegation of adjuncts (practitioners) to marginal status and pay. This short-term fiscal fix does nothing to advance the interests of students, alums in need of upskilling, providers, clients, and society at large.
It’s past time for law schools to accept a measure of responsibility for the profession’s failing grades on addressing the access to justice crisis, improving the profession’s woefully low net promoter score, reducing the exorbitant cost and staggering debt burden of legal education, providing graduates with training for law in the digital age, and offering more effective career services that commence upon matriculation and continue throughout grads’ professional careers. Legal education must not end with a diploma; it should be a lifetime collaboration between the institution and alumni/ae. The foundation of the compact should be a commitment to prepare grads to advance the interests of clients, society, and the rule of law.
Who Will Solve The Legal Industry’s Skills Gap?
If the legal Academy does not take the lead to solve the legal industry’s skills gapwho will? Short answer: Government, the private sector, and a handful of academic institutions that have forged strong marketplace ties and tailor their curricula to its needs. Here are some examples.
Singapore is taking bold, sweeping steps to modernize the legal industry domestically, throughout the ASEAN region, and beyond. Singapore is a global leader in digitization, and it has tasked the Singapore Academy of Law (SAL) to apply digital principles to the legal function. SAL is galvanizing all segments of the legal ecosystem in this effort—Government, the judiciary, regulators, business, the Academy, and international thought leaders. One of SAL’s many noteworthy initiatives is the LIFTED (SAL’s educational arm) Global Partners Initiative, a global, diverse, multidisciplinary group of thought leaders and doers charged with producing a white paper detailing key skillsets for all legal professionals around the globe. This will serve as a roadmap for global legal education and training upon its issuance in mid-2020 and beyond.
The private sector is beginning to address the legal industry’s skills gap. DXC Technology (DXC) and UnitedLex (ULX), collaborators in a groundbreaking enterprise legal services agreement, have been inundated by requests from General Counsel to share their digital journey. Building off DXC’s digital transformation centers and UnitedLex’s global infrastructure and UnitedLex Academy, the companies are planning to launch the Legal Digital Exchange (DXE), a unique, business-to-business digital legal community and training center. DXE is designed to apply digital transformation and experiential training techniques to the legal function to solve real-world, high-stakes business challenges in real-time. A formal announcement will be forthcoming this Fall.
The Corporate Legal Consortium (CLOC), The Institute for the Future of Law Practice(IFLP), and LawWithoutWalls are three examples of market-aligned, client-centric, legal upskilling programs that have successfully bridged the gap between the marketplace and the Academy. A handful of international law schools including Bucerius (Germany), IE (Spain) and the soon-to-launch Ryerson (Canada) meld law with business and technology, take a global approach, have faculties with industry experience, and collaborate with thought leaders and other leading Universities from around the world. US law schools would be wise to emulate them.
Conclusion
The legal industry’s skills gap is real, pressing, and global. The problem can no longer be ignored, even if most law schools choose to. The tools, resources, capital, collaborative mindset, and expertise required to tackle it at scale exist. It’s up to law schools to decide whether they remain the problem or collaborate in its solution.
Tuesday, November 21, 2017
Business Registration and Online Presence Benefits for Micro, Small and Medium Enterprises (MSMEs)
Starting a business is always the fun part: Coming up with an idea, registration of business name, building an online presence, and imagining all the things the business will become once it takes off. But without marketing knowledge, driving traffic and making sales can become an entrepreneur’s biggest hurdle on the road to success. Business Name (BN), popularly called Enterprise in Nigeria, is a form of legally recognized business organizations in Nigeria. Clearly, most Micro, Small and Medium Enterprises (MSMEs) come, and in fact can be conveniently organized, under the Business Name structure.
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Get Set — Making your first sale this BFCM starts with making your store shine, and your customer experience run smoothly. These tools and resources make it easy.
Get Seen — Manage your store’s BFCM marketing quickly, easily, and even automatically. Track, learn, advertise, optimize – everything you need to run smarter campaigns and increase traffic and sales, now and in the future.
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It is no longer news that Nigeria woefully failed to achieve the Millennium Development Goals (MDGs) which ended in 2015, particularly Goal 1 which was to reduce extreme poverty. Thankfully, the United Nations in January, 2016 launched the Sustainable Development Goals (SDGs) which are a guide to the United Nations Development Programme (UNDP) policy and funding for the next 14 years. The SDGs, among other essentials, recognize a universal commitment to actions to end poverty. In Africa, the simplest way to end poverty is to encourage MSMEs to start, have access to finance and funding as well as sustained entrepreneurship mentorship and supports from both the Government and successful private sector players.
BN is ideally the best business structure for the MSMEs because of simplicity in its registration, commencement of operation and ease in management. The question is, “Why do you need to register your BN or MSME?”
First, an entrepreneur needs to register his/her enterprise to comply with the requirement of law, that Business Names should be registered, with the exception of very few circumstances. In other words, Nigerian law makes it compulsory for Business Names to be registered. The particular Nigerian law here is the Companies and Allied Matters Act (CAMA), Chapter C20 2004. Under the CAMA, every person or firm carrying on a business under a Business Name (apart from those exempted), must register the Business Name within twenty-eight days after starting the business. This is the combined meaning of sections 573 (1) and 574 (1) of the CAMA. The said sections are reproduced as follows:
573 (1) CAMA
Every individual, firm or corporation having a place of business in Nigeria and carrying on business under a business name shall be registered in the manner provided in this Part of this Act…
574 (1) CAMA
Every firm, individual or corporation required under this Act to be registered shall, within twenty-eight days after the firm, individual or corporation commences the business in respect of which registration is required or within three months of the coming into operation of this Act furnish to the Registrar at the register office for the State in which the principal place of the firm, company or individual is situated, a statement in writing in the prescribed form…
The simple effect of the above sections of the CAMA is that any person or entity having a place of business in Nigeria under a Business Name, e.g. Travel and Hospitality, must register that brand name with the Corporate Affairs Commission within twenty-eight days of starting the business.
However, there are instances when registration of Business Name is not compulsory. The instances, which are contained in section 573 (1) (a), (b), (c) and (2) (a), (b), (c) of CAMA, are:
In the case of an INDIVIDUAL, if he/she uses his full name, initial and surname(s) without any addition.
In the case of a FIRM/PARTNERSHIP, if it uses the full name, initial and surname(s) of the partners without any addition.
In the case of a COMPANY/CORPORATION, the company or corporation uses its corporate name without any addition.
Where the addition merely shows that the business is carried on in succession to a former owner of the business, the additional element need not be registered.
If two or more INDIVIDUAL PARTNERS have the same surname and there is an addition of an “S” at the end of the surname, which shows plurality.
If the business is carried on by a RECEIVER/MANAGER appointed by any court.
One important benefit of registering one’s BN or MSME (Micro, Small and Medium Enterprise) is that upon registration, a certificate of registration of the Business Name is issued, and that name becomes a corporate name.
On the other hand, if an individual or firm carries on business under a Business Name of which registration is required under the CAMA and fails to register it, that individual or every partner in the firm becomes guilty of an offence and liable on conviction to a fine of N50 for every day during which the default continues.
The effect of not registering a Business Name which the CAMA makes compulsory to be registered is that the structure of the BN or MSME is illegal. In commercial litigation, an enterprise founded on illegality cannot take benefit of any contract it enters into in its illegal name. The Supreme Court of Nigeria has had the opportunity to emphasise on the effect of illegality. In the case of Ajayi v. Total Nigeria Plc (2013) LPELR-20898, p. 15, paras. D-F, Mohammed, JSC (as he then was) noted:
“The law is indeed well settled as argued by the Appellant and duly supported by the cases of Okoyi v. Santilli (supra) and Sodipo v. Lemninkainen (supra) cited and relied upon by him, that where a court of law in the course of a matter finds an illegality punishable under the law, even if not triable in that Court but in another Tribunal without prejudice to it referring the matter to that Tribunal, must take cognizance of the illegality. In other words, the law is trite that once a transaction is illegal, it is void and all things emanating from that transaction is a nullity.”
Also, in the case of Corporate Ideal Insurance Ltd. v. Ajaokuta Steel Co. Ltd. (2014) LPELR-22255, p. 39, paras. B-C, Fabiyi, JSC speaking for the Supreme Court of Nigeria, stated as follows:
“On the whole, the non-compliance of the parties herein with the provisions of Sections 50(1) and 93(2) of the Insurance Act 1997 rendered their contract of Insurance illegal and unenforceable by either party. The Court cannot close its eyes to illegality as it is the duty of every Court to refuse to enforce a transaction or contract.”
Therefore individuals or partners can enter into transactions or contracts in their registered BNs, and will derive every necessary legal benefit.
Second, a registered BN enjoys a corporate recognition and distinctiveness, in that no other name that is identical with or similar to the already registered BN will be subsequently registered by the Corporate Affairs Commission. Also a registered BN takes priority over an unregistered similar BN, which in effect renders the unregistered BN unrecognizable in law.
Consequently, any person or firm that trades under a registered BN or any name that is similar to the registered BN that is calculated to deceive persons who know of and intend to have business dealings with the registered BN will be liable for the tort of passing off. Such a person or firm will be restrained by court of law from carrying on business under the registered BN. This was the situation in the case of Niger Chemists Ltd. v. Nigeria Chemists (1961) All N.L.R. 171. Here the plaintiffs had carried on business as chemists in the registered name “Niger Chemists Ltd.” for several years in Onitsha and other towns in the then Eastern Nigeria. The defendants later started the same line of business under the name “Nigeria Chemists.” The plaintiffs sued the defendants for actionable passing off, and sought for an order of court stopping the defendants from carrying on business in the name “Nigeria Chemists”. The court agreed with the plaintiffs and ordered the defendants to stop carrying on business under the name “Nigeria Chemists.”
It is to be noted that an unregistered BN cannot take priority over a registered BN. This may be illustrated by considering Aisha Nkem and Kemi Briggs, two female entrepreneurs who had separately come up with the brand names, “Naija Queens Fashion & Beauty Palace” and “9ja Queens Fashion & Beauty Palace”, respectively. Though Aisha Nkem first started business under the unregistered name “Naija Queens Fashion & Beauty Palace”, but Kemi Briggs who had learnt of the successes and rising goodwill of “Naija Queens Fashion & Beauty Palace” quietly proceeded to the Corporate Affairs Commission and got her name “9ja Queens Fashion & Beauty Palace” registered. The simple effect of the registration of “9ja Queens Fashion & Beauty Palace” is that it takes priority over Aisha Nkem’s unregistered “Naija Queens Fashion & Beauty Palace”, and Aisha Nkem will not succeed if she goes to court to stop Kemi Briggs from carrying on business under her registered “9ja Queens Fashion & Beauty Palace.”
Similarly, a registered BN enjoys the protection contained in section 8 of the Trade Marks Act. It states as follows:
The registration of a trade mark shall not interfere with-
(a) any bona fide use by a person of his own name or the name of his place of business, or of the name, or the name of the place of business, of any of his predecessors in business.
Obviously, it is only a registered BN (except the categories not under the mandatory list) that the registration of a particular trade mark name will not interfere with the use of its place of business in the event that the registered trade mark name is similar with the name of the place of business.
Though a registered BN does not have what is known in legal jargon as juristic personality, i.e. the right to sue and be sued in its corporate name, like the incorporated company, the rules of practice and procedure relating to commercial litigation with respect to registered BNs have become more liberal. The various Rules of the High Court and the Magistrates’ Court now allow two or more persons who carry on a business as partners to sue or to be sued in the name of the firm. Also a person carrying on a business under a BN whether registered or unregistered may be sued in such name as if it were a firm. The Supreme Court of Nigeria and the Court of Appeal of Nigeria have restated these flexible rules of procedure and practice in the cases of Iyke Medical Merchandise v. Pfizer Inc. (2001) LPELR-1579 and F.O. Loy v. Registered Trustees of New Covenant Church (2017) LPELR-42183, respectively.
However, if a wrong is done against an unregistered BN, the unregistered BN cannot successfully sue to redress the wrong in its unregistered name because it will not be allowed to benefit from its illegality, i.e. having not been registered as required under the CAMA as stated above.
A third basic reason for formal registration of one’s BN is to enable one to have access to finance and loan facilities from formal lenders. Formal lenders, whether commercial banks or interventionist lenders such the Bank of Industries, before looking at the bankability of one’s venture will first want to know whether the business has been registered as required by law. So the registration of a BN is the basic eligibility requirement for business loans in Nigeria.
Unfortunately, in Nigeria most MSMEs can hardly access business loans because of their inability to provide the collaterals acceptable to formal lenders. Most formal lenders in Nigeria insist that borrowers should collateralize their loans with registered title document, i.e. certificate of occupancy. Why formal lenders insist on registered title document as collateral is for easy of recovery of the loan sum and interest upon default by the borrower. Clearly, MSME start-ups can hardly afford this collateral of certificate of occupancy. Consequently, MSMEs become excluded from accessing business loans.
Today, the good news is that there are now guarantees by law for formal lenders to accept movable assets such as cars, shares, copyright, patents, salaries, earnings, profits, agricultural produce, etc. as collaterals. This was by the passing into law of the Secured Transactions in Movable Assets Act, 2017 by the National Assembly which came into effect on the 30th day of May, 2017. So the strength of this law, formal lenders can now accept movable assets as collaterals for business loans. Therefore, an MSME entrepreneur who has a viable movable asset can now approach any commercial bank in Nigeria or any other formal lender for business loans.
Fourth, the need to open and maintain a corporate bank account in the name of a business underscores why it has to be registered. Without certificate of Business Name registration no commercial bank will open a corporate account in the name of a business entity. This is part of the requirements of Know Your Customer Banking Guidelines. Every business, especially an MSME start-up needs to have a running corporate bank account particularly a current account to enjoy overdrafts.
Firth, a registered BN becomes an identifiable source of an entrepreneur’s tax obligation. By section 1(a) of the Personal Income Tax Act (PITA), income taxes are imposed on individuals, communities and families, and are assessed based on the total income of such individuals, communities and families, in each applicable year. In a given period, if the financial books of a registered BN show no profit, the owner of the business is not to be taxed in that given period. Thus, with a registered BN one can avoid taxes. Tax avoidance is not unlawful.
Sixth, where the business involves foreign ownership or participation, the business must be registered before it can commence operations. Section 19(1) of the Nigerian Investment Promotion Commission Act states that,
An enterprise in which foreign participation is permitted under section 17 of this Act, shall not commence business, except it is incorporated or registered under the Companies and Allied Matters Act.
Thus, for a foreigner or foreign business to participate in the Nigerian market where not exclusively reserved for Nigerians, the foreign business must be registered.
Seventh, for one to be prequalified to bid for contracts or procurements for any government agency or multi-national company in Nigeria, one is usually required to show evidence of one’s Business Name registration. In fact, certificate of Business Name registration or certificate of incorporation in the case of company is a basic prequalification document for most, if not all, public procurements. Generally, a business entity not registered as required under the CAMA cannot be prequalified to bid for public contracts or procurements in Nigeria
Facebook ecommerce and advertising on Facebook is a powerful ways to generate revenue and an essential part of any ecommerce entrepreneur's plan to grow a long-lasting online business. With Shopify's Messenger channel, Facebook Page integration, and Guide to Facebook Advertising for Ecommerce Entrepreneurs, you’ll be able to reach the right audience and generate more sales on the world's largest social network..Here are a few ideas on how to increase your ecommerce business’ sales using Facebook:
Activate the Shopify Messenger channel to turn conversations with potential customers into sales
Activate the Shop section of your Facebook page Set up your Facebook page’s Call to Action button to direct people to your online store
Read Shopify’s Guide to Facebook Advertising for Ecommerce Entrepreneurs to learn everything you need to know in order to successfully—and profitably—use Facebook Ads for your ecommerce business.
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Check out Shopify’s BFCM Toolbox to get started — it’s a hub for all of the tools and education you need to win BFCM this year. If you haven’t started thinking about BFCM yet, now is the time.
Get Set — Making your first sale this BFCM starts with making your store shine, and your customer experience run smoothly. These tools and resources make it easy.
Get Seen — Manage your store’s BFCM marketing quickly, easily, and even automatically. Track, learn, advertise, optimize – everything you need to run smarter campaigns and increase traffic and sales, now and in the future.
Get Selling — Make your first sale, then sell more, with hardware and checkout improvements that make buying even easier. When you’re ready to level up, try selling on popular marketplaces, optimizing your product pages, and win the season with sales.
It is no longer news that Nigeria woefully failed to achieve the Millennium Development Goals (MDGs) which ended in 2015, particularly Goal 1 which was to reduce extreme poverty. Thankfully, the United Nations in January, 2016 launched the Sustainable Development Goals (SDGs) which are a guide to the United Nations Development Programme (UNDP) policy and funding for the next 14 years. The SDGs, among other essentials, recognize a universal commitment to actions to end poverty. In Africa, the simplest way to end poverty is to encourage MSMEs to start, have access to finance and funding as well as sustained entrepreneurship mentorship and supports from both the Government and successful private sector players.
BN is ideally the best business structure for the MSMEs because of simplicity in its registration, commencement of operation and ease in management. The question is, “Why do you need to register your BN or MSME?”
First, an entrepreneur needs to register his/her enterprise to comply with the requirement of law, that Business Names should be registered, with the exception of very few circumstances. In other words, Nigerian law makes it compulsory for Business Names to be registered. The particular Nigerian law here is the Companies and Allied Matters Act (CAMA), Chapter C20 2004. Under the CAMA, every person or firm carrying on a business under a Business Name (apart from those exempted), must register the Business Name within twenty-eight days after starting the business. This is the combined meaning of sections 573 (1) and 574 (1) of the CAMA. The said sections are reproduced as follows:
573 (1) CAMA
Every individual, firm or corporation having a place of business in Nigeria and carrying on business under a business name shall be registered in the manner provided in this Part of this Act…
574 (1) CAMA
Every firm, individual or corporation required under this Act to be registered shall, within twenty-eight days after the firm, individual or corporation commences the business in respect of which registration is required or within three months of the coming into operation of this Act furnish to the Registrar at the register office for the State in which the principal place of the firm, company or individual is situated, a statement in writing in the prescribed form…
The simple effect of the above sections of the CAMA is that any person or entity having a place of business in Nigeria under a Business Name, e.g. Travel and Hospitality, must register that brand name with the Corporate Affairs Commission within twenty-eight days of starting the business.
However, there are instances when registration of Business Name is not compulsory. The instances, which are contained in section 573 (1) (a), (b), (c) and (2) (a), (b), (c) of CAMA, are:
In the case of an INDIVIDUAL, if he/she uses his full name, initial and surname(s) without any addition.
In the case of a FIRM/PARTNERSHIP, if it uses the full name, initial and surname(s) of the partners without any addition.
In the case of a COMPANY/CORPORATION, the company or corporation uses its corporate name without any addition.
Where the addition merely shows that the business is carried on in succession to a former owner of the business, the additional element need not be registered.
If two or more INDIVIDUAL PARTNERS have the same surname and there is an addition of an “S” at the end of the surname, which shows plurality.
If the business is carried on by a RECEIVER/MANAGER appointed by any court.
One important benefit of registering one’s BN or MSME (Micro, Small and Medium Enterprise) is that upon registration, a certificate of registration of the Business Name is issued, and that name becomes a corporate name.
On the other hand, if an individual or firm carries on business under a Business Name of which registration is required under the CAMA and fails to register it, that individual or every partner in the firm becomes guilty of an offence and liable on conviction to a fine of N50 for every day during which the default continues.
The effect of not registering a Business Name which the CAMA makes compulsory to be registered is that the structure of the BN or MSME is illegal. In commercial litigation, an enterprise founded on illegality cannot take benefit of any contract it enters into in its illegal name. The Supreme Court of Nigeria has had the opportunity to emphasise on the effect of illegality. In the case of Ajayi v. Total Nigeria Plc (2013) LPELR-20898, p. 15, paras. D-F, Mohammed, JSC (as he then was) noted:
“The law is indeed well settled as argued by the Appellant and duly supported by the cases of Okoyi v. Santilli (supra) and Sodipo v. Lemninkainen (supra) cited and relied upon by him, that where a court of law in the course of a matter finds an illegality punishable under the law, even if not triable in that Court but in another Tribunal without prejudice to it referring the matter to that Tribunal, must take cognizance of the illegality. In other words, the law is trite that once a transaction is illegal, it is void and all things emanating from that transaction is a nullity.”
Also, in the case of Corporate Ideal Insurance Ltd. v. Ajaokuta Steel Co. Ltd. (2014) LPELR-22255, p. 39, paras. B-C, Fabiyi, JSC speaking for the Supreme Court of Nigeria, stated as follows:
“On the whole, the non-compliance of the parties herein with the provisions of Sections 50(1) and 93(2) of the Insurance Act 1997 rendered their contract of Insurance illegal and unenforceable by either party. The Court cannot close its eyes to illegality as it is the duty of every Court to refuse to enforce a transaction or contract.”
Therefore individuals or partners can enter into transactions or contracts in their registered BNs, and will derive every necessary legal benefit.
Second, a registered BN enjoys a corporate recognition and distinctiveness, in that no other name that is identical with or similar to the already registered BN will be subsequently registered by the Corporate Affairs Commission. Also a registered BN takes priority over an unregistered similar BN, which in effect renders the unregistered BN unrecognizable in law.
Consequently, any person or firm that trades under a registered BN or any name that is similar to the registered BN that is calculated to deceive persons who know of and intend to have business dealings with the registered BN will be liable for the tort of passing off. Such a person or firm will be restrained by court of law from carrying on business under the registered BN. This was the situation in the case of Niger Chemists Ltd. v. Nigeria Chemists (1961) All N.L.R. 171. Here the plaintiffs had carried on business as chemists in the registered name “Niger Chemists Ltd.” for several years in Onitsha and other towns in the then Eastern Nigeria. The defendants later started the same line of business under the name “Nigeria Chemists.” The plaintiffs sued the defendants for actionable passing off, and sought for an order of court stopping the defendants from carrying on business in the name “Nigeria Chemists”. The court agreed with the plaintiffs and ordered the defendants to stop carrying on business under the name “Nigeria Chemists.”
It is to be noted that an unregistered BN cannot take priority over a registered BN. This may be illustrated by considering Aisha Nkem and Kemi Briggs, two female entrepreneurs who had separately come up with the brand names, “Naija Queens Fashion & Beauty Palace” and “9ja Queens Fashion & Beauty Palace”, respectively. Though Aisha Nkem first started business under the unregistered name “Naija Queens Fashion & Beauty Palace”, but Kemi Briggs who had learnt of the successes and rising goodwill of “Naija Queens Fashion & Beauty Palace” quietly proceeded to the Corporate Affairs Commission and got her name “9ja Queens Fashion & Beauty Palace” registered. The simple effect of the registration of “9ja Queens Fashion & Beauty Palace” is that it takes priority over Aisha Nkem’s unregistered “Naija Queens Fashion & Beauty Palace”, and Aisha Nkem will not succeed if she goes to court to stop Kemi Briggs from carrying on business under her registered “9ja Queens Fashion & Beauty Palace.”
Similarly, a registered BN enjoys the protection contained in section 8 of the Trade Marks Act. It states as follows:
The registration of a trade mark shall not interfere with-
(a) any bona fide use by a person of his own name or the name of his place of business, or of the name, or the name of the place of business, of any of his predecessors in business.
Obviously, it is only a registered BN (except the categories not under the mandatory list) that the registration of a particular trade mark name will not interfere with the use of its place of business in the event that the registered trade mark name is similar with the name of the place of business.Though a registered BN does not have what is known in legal jargon as juristic personality, i.e. the right to sue and be sued in its corporate name, like the incorporated company, the rules of practice and procedure relating to commercial litigation with respect to registered BNs have become more liberal. The various Rules of the High Court and the Magistrates’ Court now allow two or more persons who carry on a business as partners to sue or to be sued in the name of the firm. Also a person carrying on a business under a BN whether registered or unregistered may be sued in such name as if it were a firm. The Supreme Court of Nigeria and the Court of Appeal of Nigeria have restated these flexible rules of procedure and practice in the cases of Iyke Medical Merchandise v. Pfizer Inc. (2001) LPELR-1579 and F.O. Loy v. Registered Trustees of New Covenant Church (2017) LPELR-42183, respectively.
However, if a wrong is done against an unregistered BN, the unregistered BN cannot successfully sue to redress the wrong in its unregistered name because it will not be allowed to benefit from its illegality, i.e. having not been registered as required under the CAMA as stated above.
A third basic reason for formal registration of one’s BN is to enable one to have access to finance and loan facilities from formal lenders. Formal lenders, whether commercial banks or interventionist lenders such the Bank of Industries, before looking at the bankability of one’s venture will first want to know whether the business has been registered as required by law. So the registration of a BN is the basic eligibility requirement for business loans in Nigeria.
Unfortunately, in Nigeria most MSMEs can hardly access business loans because of their inability to provide the collaterals acceptable to formal lenders. Most formal lenders in Nigeria insist that borrowers should collateralize their loans with registered title document, i.e. certificate of occupancy. Why formal lenders insist on registered title document as collateral is for easy of recovery of the loan sum and interest upon default by the borrower. Clearly, MSME start-ups can hardly afford this collateral of certificate of occupancy. Consequently, MSMEs become excluded from accessing business loans.
Today, the good news is that there are now guarantees by law for formal lenders to accept movable assets such as cars, shares, copyright, patents, salaries, earnings, profits, agricultural produce, etc. as collaterals. This was by the passing into law of the Secured Transactions in Movable Assets Act, 2017 by the National Assembly which came into effect on the 30th day of May, 2017. So the strength of this law, formal lenders can now accept movable assets as collaterals for business loans. Therefore, an MSME entrepreneur who has a viable movable asset can now approach any commercial bank in Nigeria or any other formal lender for business loans.
Fourth, the need to open and maintain a corporate bank account in the name of a business underscores why it has to be registered. Without certificate of Business Name registration no commercial bank will open a corporate account in the name of a business entity. This is part of the requirements of Know Your Customer Banking Guidelines. Every business, especially an MSME start-up needs to have a running corporate bank account particularly a current account to enjoy overdrafts.
Firth, a registered BN becomes an identifiable source of an entrepreneur’s tax obligation. By section 1(a) of the Personal Income Tax Act (PITA), income taxes are imposed on individuals, communities and families, and are assessed based on the total income of such individuals, communities and families, in each applicable year. In a given period, if the financial books of a registered BN show no profit, the owner of the business is not to be taxed in that given period. Thus, with a registered BN one can avoid taxes. Tax avoidance is not unlawful.
Sixth, where the business involves foreign ownership or participation, the business must be registered before it can commence operations. Section 19(1) of the Nigerian Investment Promotion Commission Act states that,
An enterprise in which foreign participation is permitted under section 17 of this Act, shall not commence business, except it is incorporated or registered under the Companies and Allied Matters Act.
Thus, for a foreigner or foreign business to participate in the Nigerian market where not exclusively reserved for Nigerians, the foreign business must be registered.
Seventh, for one to be prequalified to bid for contracts or procurements for any government agency or multi-national company in Nigeria, one is usually required to show evidence of one’s Business Name registration. In fact, certificate of Business Name registration or certificate of incorporation in the case of company is a basic prequalification document for most, if not all, public procurements. Generally, a business entity not registered as required under the CAMA cannot be prequalified to bid for public contracts or procurements in Nigeria
Facebook ecommerce and advertising on Facebook is a powerful ways to generate revenue and an essential part of any ecommerce entrepreneur's plan to grow a long-lasting online business. With Shopify's Messenger channel, Facebook Page integration, and Guide to Facebook Advertising for Ecommerce Entrepreneurs, you’ll be able to reach the right audience and generate more sales on the world's largest social network..Here are a few ideas on how to increase your ecommerce business’ sales using Facebook:
Activate the Shopify Messenger channel to turn conversations with potential customers into sales
Activate the Shop section of your Facebook page Set up your Facebook page’s Call to Action button to direct people to your online store
Read Shopify’s Guide to Facebook Advertising for Ecommerce Entrepreneurs to learn everything you need to know in order to successfully—and profitably—use Facebook Ads for your ecommerce business.
Shopify's Amazon Integration: With the Amazon sales channel, merchants can sell on the world’s largest online marketplace simply and conveniently through Shopify. They can create Amazon listings, manage inventory, and fulfill orders all from the comfort of Shopify.
Shopify's eBay Integration: Shopify and eBay have partnered to give merchants access to eBay’s customer base of over 171 million buyers. Merchants based in the U.S. and selling in USD can easily list and sell on eBay while conveniently managing the fulfillment and inventory process within Shopify.
Shopify's Chip & Swipe Reader: The new Chip & Swipe Reader, Shopify’s first in-house designed hardware, is designed with the future of retail in mind. Its versatility and affordability meets the needs of merchants selling in person, whether it’s in store, or at a pop-up, festival, or market.
Sunday, October 8, 2017
Federal High Court Squashed Law Graduates of Natio...
OlayinkaOyelamiPublishing Blog: Federal High Court Squashed Law Graduates of Natio...: A Federal High Court sitting in Port Harcourt Wednesday squashed a suit by law graduates of the National Open University of Nigeria, NO...
What are THE DIGITAL LITERATE LAW GRADUATES of NOUN looking for in NIGERIAN LAW SCHOOL that they've not already gotten from their learning at NOUN?.
Sometimes, i wonder what this generation of digital compliant minds are looking for in Nigerian 12th century medieval modeled schools and Nigerian Law School for that matter in this 21st century tech age when your can access any information you need to advancement your life and humanity at the comfort of your home on your phone.
Why wasting valuable time and resources on obsolete and invalid schools that can not add value to your life? The legal service in this 21st century is in the world of internet-based global businesses, online document production, commoditized service, legal process outsourcing, and web based simulation practice.
The global legal markets has been liberalized with evolution of internet with new jobs for lawyers and new employers too...Why wasting time and resources for appearance in COURT where you can NEVER get JUSTICE. Read more...
What are THE DIGITAL LITERATE LAW GRADUATES of NOUN looking for in NIGERIAN LAW SCHOOL that they've not already gotten from their learning at NOUN?.
Sometimes, i wonder what this generation of digital compliant minds are looking for in Nigerian 12th century medieval modeled schools and Nigerian Law School for that matter in this 21st century tech age when your can access any information you need to advancement your life and humanity at the comfort of your home on your phone.
Why wasting valuable time and resources on obsolete and invalid schools that can not add value to your life? The legal service in this 21st century is in the world of internet-based global businesses, online document production, commoditized service, legal process outsourcing, and web based simulation practice.
The global legal markets has been liberalized with evolution of internet with new jobs for lawyers and new employers too...Why wasting time and resources for appearance in COURT where you can NEVER get JUSTICE. Read more...
Sunday, August 13, 2017
The Rules Of Professional Conduct For Legal Practitioners, 2007
- Introduction
- Highlights of the Rules of Professional Conduct
- General Responsibility of Lawyers
- Duties of Counsel to Clients
As you relate with your client(s), you are to dedicate and devote to your client cause,[14] represent him within the bounds of law[15] and represent him competently.[16] Avoid conflict of interest[17] where there is agreement with you[18] or he entrust you with privilege information.[19] As a witness[20] do not withdraw from his employment[21] or call at his house.[22] In dealing with his property,[23] you have responsibility for litigation[24] and you must investigate facts and ensure proper production of witness.[25]
- Duties of Counsel to other Lawyers
- Role and Duties of Counsel to Court
- Improper Attraction of Business
- Remuneration
- Miscellaneous
- Conclusion
In 1963, an American attorney named Reed Lawlor published a prescient article in the journal of the American Bar Association. “In a few years,” he wrote, “lawyers will rely more and more on computers to perform many tasks for them. They will not rely on computers simply to do their bookkeeping, filing or other clerical tasks. They will also use them in their research and in the analysis and prediction of judicial decisions. In the latter tasks, they will make use of modern logic and the mathematical theory of probability, at least indirectly.” Learn more about Virtual Law Practice
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