actually begin by formulating a business plan or opening a bank account. It starts from choosing a name. There is more to business name than just identity. A good business name is an advertising tool. Many large companies even hire expensive consultants to help them name their businesses, products and services.

Q2: I have this business name that I love so much, and I want to start a business under that name. Can I proceed immediately?

A: No. I think the next thing after you must have done a feasibility study on the business itself is to get the business name registered at the Corporate Affairs Commission (CAC).

Q3: What do you mean by Corporate Affairs Commission?

A: Registration of business in Nigeria is the exclusive responsibility of the Corporate Affairs Commission, also known as CAC; which has its head office in Abuja, and branches in most states of the federation. The CAC is the federal government agency responsible for registration of all companies.

Q4: But I was told that the cost of registering/incorporating a company is expensive. Can’t I go on with the business then register the name later?

A: My candid advice is No! Having your business registered definitely confers some credibility on it, given that it then acquires an identity. In many important business activities or relationships you may want to get involved in, details of your business registration will be required. You do not have to wait for such occasions before getting your business into the register of companies - you may miss an important opportunity just for that omission.

Q5: Is that all?

A: No. Using a business name similar or identical to that of a registered business name can land you into problems, including legal issues. Besides, if you have succeeded in doing business for several years under a name which has not been registered, that does not confer ownership of such business name on you. The CAC has to approve the availability of such a business name before you can proceed to file an application to get the name registered.

Q6: Does that mean I may forfeit a business name that I have been trading under and has become so popular in the marketplace just because I didn’t register it at first?

A: Yes. Due to your negligence, someone somewhere might have registered that name or a similar one. This means you will lose all the goodwill that name garnered over the years. Do you see that this situation is more expensive?

Q7: I understand that the Corporate Affairs Commission rejects registration of some business names. What are the likely reasons for such actions?

A: Good question! Officials at the CAC use their discretion in approving a business name submitted for search. Business names may be disapproved if such names existed or are similar to the ones on their database. At times, business names are disapproved due to their vague nature. Consider someone who submitted LAW FIRM as a business name!? More so, objects such as INSTITUTION, FOUNDATION and MINISTRY are not likely to be approved as a business name, except when such objects are used for registration of incorporated companies/trustees.

Q8: What difference exists between a business name and incorporation of company or trustee?

A: To start a business, you need to decide on a business name. You also need to choose a business format under which to operate. You need to know the requirements relating to membership of the company, ownership, etc to enable you make decisions you will remain happy with. The routine processes of registration can then be carried out on your behalf by an accredited professional.

Q9: You mean business names, companies, and trustees are formats?

A: Yes. It may be called business structures too. You will need to talk to an expert concerning this. However, let me give you a little of what you should know.

Three major classes of registration are available under the relevant law (the Companies and Allied Matters Act of 1990):

(I) Registration of Business Names: This applies to sole proprietorships and partnerships. It is the simplest form of business structure. It is the one-man business, owned by a single person and called ‘enterprise’ in the local parlance. The partnership applies to a business where two or more persons agree to jointly own and carry on the business. Given the fairly complex nature of partnerships, it is best to seek the services of experts to assist with the details.

Q10: What about incorporation of companies and trustees?

A: Incorporation of companies is the second class of registration available under this Act. Incorporation recognizes the business as a unique entity, separate from the owners, with statutory powers to own property and sue or be sued. There is thus the concept of limited liability, implying that the individual owner’s(shareholder’s) liability relating to the business is limited to the amount of his share subscription.

The third class under this Act is the Registration of Incorporated Trustee. This applies to public institutions and associations, operated by a Board of Trustees. This category includes: NGOs, churches, clubs, trade associations, political and civil groups etc.

Q11: Can an ‘enterprise’ (business name) be used to carry on all kinds of business?

A: No. The choice of which structure to adopt will depend on the nature of the business, the ownership and evaluation of the benefits, and the pitfalls of each format.

Q12: Why do some people prefer to incorporate a limited liability company?

A: Limited liability companies have grown to become so popular among business owners due to the following reasons:

(I) There is limited liability for individual shareholder.

(II) The standing of the business is enhanced before financial institutions and other parties it does business with.

(III) It has a better access to credit and on even better terms.

(IV) The business is distinct from individual owners; the death of a member does not dissolve the company.

Q13: Can I handle the registration procedures myself?

A: Yes. But the challenge here is that you may receive many queries from the officials at the CAC if you don’t comply with certain rules. Though it is cheaper to do the registration yourself, hiring the services of accredited professionals does pay in the long run. However, the CAC specifically requires that only accredited parties carry out the actual registration processing for incorporation of companies and trustees. The accredited professional you choose for the registration process should also be able to provide further advice. As a trained practitioner, he is also familiar with the registration requirements for each business format and processing procedure.

Q14: Now, how long does it take to get my business registered and receive a certificate?

A: The duration depends on the business format you are considering. Applications for registration of business names are usually processed at the zonal office where you submitted an application to be registered; though Name Availability search forms may be forwarded to their head office at Abuja. However, applications for incorporation of companies/trustees are usually forwarded to Abuja for processing. This may take more time.

In either case, the duration also depends on how soon the Name Availability result is released. These days, a name search result could take up to 1 month as against the usual 3-7 days; and the issuance of certificates is taking months to be ready instead of weeks.

Q15: How much does it cost to have my business name registered with the Corporate Affairs Commission?

A: Except you are handling the registration processes yourself, the fee depends on the professional and how he bonds with you with his professional fees, but not the filing fee. The filing fee fluctuates every now and then so you cannot put a specific price on it.

Q16: Do you mean having my business name or company registered with the CAC confers special rights or privileges or licenses to carry on my line of business?

A: No. Registration of any business name under the Companies and Allied Matters Act only confers on the proprietor or partners thereof of the right to carry on such business under a business name, that is, a name other than their own surname or surnames without any addition other than their forenames or Names or the initial of such forename or names. It does not confer any special right or privileges or any license to carry on the business itself.

Q17: Do you mean certain businesses require licenses, educational certificates or accreditation from an authorized body before venturing into them?

A: Yes. Before you register a company that requires a lot of technical and financial input, the CAC has devised new means of screening out touts and quacks from proclaiming to be ‘professionals’ in a field that requires extreme expertise. Hence, it is required that you provide educational certificates, belong to a relevant professional body, and or must have gained several years of hands-on experience.

Businesses that fall into this category may include: Advertising/Public Relations, Alternative Medical Practice, Architects/Town Planners, Chartered Secretaries, General Tax Consultants, Hospital/Clinics, Building/Civil Engineers/Contractors, Food Products/Processing, Legal Practice & Consultancy, Human Resource Management, Schools etc.

Q18: My Business registered with a trade association. Do I still need to register it with the CAC?

A: Yes. What your trade association has done is to grant you a license to carry on your line of business. Examples include: Kerosene dealers, hair stylists, tailors, and even professionals such as surveyors and accountants. If you need to engage in some financial dealings such as opening a corporate bank account or securing bank loan, a copy of your business name/company certificate shall be requested.

Q19: My school has gotten an approval from the Ministry of Education in my state. What is the essence of a CAC certificate again?

A: The CAC is responsible for registration of ALL companies, including educational institutions. What the Ministry of Education did was to give you an approval/license having met the requirements laid down for operating a school. Many school proprietors/proprietress are guilty of this. They spend a lot of money to get a government approval then come back to register their school names at the CAC. It doesn’t work that way. Two stark choices are usually left open when they finally decide to register their business names with the CAC.

(I) The name approved by the Ministry of Education in their state, and subsequently submitted for approval, are usually denied. Why? The exact or a similar name may have been registered somewhere, sometime. Take for instance, someone submitted BETTER LIFE ACADEMY for Availability search at the CAC but was denied approval. The reason: BETTER DAYS SCHOOLS had been registered for someone else! It can be as serious as this.

(II) They are forced to change the name of their schools in order to be different or, at best, avoid a law suit from the rightful owner of such business name. So, be wise and obtain a certificate from CAC before filing an application for government (Ministry of Education) approval.

Q20: Is there a way I can confirm the validity or authenticity of my business name certificate?

A: Yes. In fact, many people are skeptical about hiring a third-party to process their business name registration, due to the fear that the certificate given to them might be a fake. There are two ways by which you can verify:

(I) Obtain a Name Search Form at any CAC office and fill your registered business name. Submit the form for a search. This may take about 3-30 days for the result to be released. However, when the search result is finally out, the comment stated by the CAC will suggest to you if the certificate in your hands is genuine or not.

(II) Request for a Certified True Copy (in the case of incorporated companies/trustees). The Certified True Copy (CTC) is a copy of the memorandum of association that has been verified and stamped as an exact true copy of the memorandum of association in the CAC’s possession and file. If you were not handed a copy at the time you registered your company, and you want to obtain it after your company has been registered, you have to show your tax clearance, your annual returns, write a letter to the director-general of the CAC stating why you need it, purchase application forms and pay the filing fees for the new CTC (which is double the cost compared to when you ought to have gotten it cheap during registration and avoiding the hassles involved). This is where the CAC makes money because they know you will come back someday for it.

Q21: Why is the C.T.C so important?

A: The advantages of this is that with the CTC, you can present it to any company to inspect its objects for business, to help conduct businesses with banks, tender it for auctions, or government contracts, etc, when these big corporate institutions need them. If you don’t have a CTC, you will force the company to do a search on your company at the CAC. Which means you will be billed for that search by the corporation. So, imagine how many times you will be shelling out money for company searches?

Q22: I quite understand why it is so important to register a business name or incorporate a company/trustee. It’s in my best interest, isn’t it?

A: Certainly. Imagine your organization being recognized, favoured and approved of by your target market/audience, government agencies, international organizations, financial institutions, or even your local community - just because you are duly registered with the Corporate Affairs Commission of the Federal Republic of Nigeria! The importance of your organization’s certification with the nation’s registrar of companies/trustee cannot be over-emphasized.

Disclaimer: The information in this article is only intended to guide investors. Please, consult an expert whenever in doubt.

February 23, 2012 at 7:28pm

Samuel Babatunde Obafemi
Banky: I salute you. Well done on this superlative work. God bless you Sir. I learnt a lot.
February 23, 2012 at 7:44pm

Abiola Hamzah Mccs
I think i'm d 1st to benefit from this and its enormous one but can i certify, recomend or accredit with a subsidiary organ created under a registered business name (ltd or ass.)
February 23, 2012 at 7:56pm

Abiola Hamzah Mccs
2. i need to establish a body that will be able to a)train and certify (with min of edu reg.) 2)award and honour professionals in d related field and 3)conduct direct and indirect profit deals with public, orgs. and associate members. WHICH TYPE OF CAC REG WILL BE BEST SUITED? pls i need urgent response
February 23, 2012 at 8:06pm

Efficient Links
Good Piece. Well articulated. Good job Banky.
February 23, 2012 at 8:22pm

Ayokunle Banky Bankole
Abiola Hamzah Mccs "Limited by Guarantee" LTD/GTE will be appropriate.
February 23, 2012 at 8:47pm

Ayokunle Banky Bankole
A company limited by Guarantee does not usually have Shareholders or Share Capital but members who act as Guarantors
February 23, 2012 at 9:00pm

Ayokunle Banky Bankole
It's usually situable for non-profit organisations that require a legal personality and seen as a company. The guarantors give an undertaking to contribute a nominal amount (typically very small) in the event of the winding up of the company. It is often believed that it cannot distribute its profits to its members but (depending on the provisions of the articles) this is not actually true.
February 23, 2012 at 9:03pm

Ayokunle Banky Bankole
Clubs, membership associations, trade unions, NGOs may be companies limited by Guarantee
February 23, 2012 at 9:05pm

Ayokunle Banky Bankole
As per the number of share capital for a Limited Liability Coy, your nature of biz will determine the share capital registered.
February 23, 2012 at 9:17pm

Olaniyonu Fish Plus Taofeek
Banky once again kudos to u
February 23, 2012 at 9:18pm

Ayokunle Banky Bankole
For instance the Association of Advertising Agency of Nigeria (AAAN) states in part: "The agency applying for AAAN Full and Associate Membership must be incorporated as a Limited Liability Company with a minimum share capital of N10 million (full members) and N5 million (associate members) verifiable through the audited accounts of the company or Corporate Affairs Office, using the AAAN solicitor.
February 23, 2012 at 9:20pm

Nike Idowu
nice piece, registering a biz name if u doing it on ur own is less dan 5k, am paying less dan 10k for mine cos a frnd is helping out. I think it help and boost ur biz relationship. I need to join an association and aside monetary req., dey needed my biz name reg. Certificate. Dis made me get serious with d reg.
February 23, 2012 at 9:22pm

Ayokunle Banky Bankole
@Nike. The current Filling fees + search fees for registration of biz name is not less than 5k
February 24, 2012 at 7:16pm

Malik Sunday Adebayo
nice work here banky.
February 25, 2012 at 8:55am

Adebayo Florence Bamidele good one
February 25, 2012 at 1:59pm

Ayokunle Banky Bankole @All. thanks
March 12, 2012 at 3:44pm

Omotayo Adegbenro
great job but Ayokunle Banky Bankole someone once mentioned that if you register a sole prop coy or a limited liability coy...there are fees/charges/fines one needs to be paying yearly..please can you confirm this assertion?
March 12, 2012 at 4:37pm

Omotayo Adegbenro
@Ayokunle Banky Bankole secondly what happens if i have registered my coy with CAC like 3 years ago but the coy is yet to commence business proper,would i be taxed or fined eventually when i kick off ?will one lose the business name? thanks man!
March 12, 2012 at 4:40pm

Ayokunle Banky Bankole
@Omotayo. Q1. This is the annual returns. You must begin to file in an annual returns 15 months after you incorporate your company. For example, if you registered your company in Jan 2008, you must file an annual returns for 2009, 2010 and 2011. Because 2012 is not yet ended, you can't file in an annual returns for 2012.
March 12, 2012 at 4:49pm

Ayokunle Banky Bankole
Q2. Irrespective of whether you commenced operation or not, CAC demands you file in an annual returns from date of incorporation. What happens if you fail to do this each year? You will have to pay extra fees for defaulting. If you default for a longer...See More
March 12, 2012 at 4:54pm

Omotayo Adegbenro
thanks for the prompt response but what is the repercussion if one didn't file in?registered 08 and we are in 2012....
March 12, 2012 at 4:54pm

Omotayo Adegbenro
great!thanks mate!would do that....
March 12, 2012 at 4:55pm

Nike Idowu Omotayo Adegbenro
CAc might delist ur coy from registered coy in nigeria but i think 3yrs is still little for that. you just have to pay up
March 13, 2012 at 8:08pm

Omotayo Adegbenro
Great! Nike Idowu Thanks am on it...
March 13, 2012 at 9:28pm

Ayokunle Banky Bankole
@Nike. Yes, "3 yrs is still little for that"
March 20, 2012 at 11:08pm

Obinna Unique Hnd
Thanks for dis write up!
March 21, 2012 at 12:19am

Oshunlana Olubodun
@Ayokunle, you have really done a good job taking the awareness thus far.
March 21, 2012 at 11:50am

Oshunlana Olubodun @Omotayo, pls let me clarify this for you as per your questions. You have duty to both CAC and FIRS after your company is registered. You pay fees to CAC, while tax and levies to Federal Inland Revenue Service (FIRS). If your company is Ltd and you have started business, you file your audited account with CAC and FIRS not later than 18 months after incorporation. Failure to do so with FIRS attracts N25,000.00 for the 1st month and N5,000.00 for each subsequent months the defaults continues. If you have not started business, you file statement of affairs certified by an auditing firm within thesame 18 months to both CAC and FIRS. Thesame fine applies if you default. Not later than 6 months after incorporation, all registered business going into VATABLE services suppose to apply and obtain TIN/VAT number from FIRS. Fine for this is N10,000.00. If you have not commence business after 18 months of incorporation, you will pay a levy of N20,000.00 (Pre-operational levy) for the 1st year and N25,000.00 for each other years to FIRS until you commence business. For all registered ltd company not yet commenced business, all this await them to resolve when they are ready to start business or have issues with FIRS. This is a practical tax issues and it cant be fully discussed here.
March 21, 2012 at 12:16pm

Ayokunle Banky Bankole
@Olubodun. You have done a great job hitting the nail on the head. kudos
March 21, 2012 at 12:23pm

Omotayo Adegbenro
@olubodun-all these fines/tax na rundown for SMEs o....there should be a way around them...I pray! well we have u and Ayokunle to run to when the time is right :)) thanks guys
March 21, 2012 at 1:09pm

ethical organizational cultures, which in turn build an ethical business. Businesses that were established without an ethical culture can be redesigned to include ethics as a core system, but the ethical initiatives still need to start with leadership and the organization's culture. Here are guides:

1. Define your attitude:
Entrepreneurs building an ethical business must first consider their own attitudes towards business and ethics. Unethical attitudes must be adjusted. A good place to start assessment might be the Better Business Bureau (BBB). The bureau's standards are seen by many as the basic building blocks of an ethical business and the organization's endorsement is often considered the hallmark of a well-run company. Some BBB values to consider include trustworthiness, honesty, honor, safety and integrity.

2. Decide what ethical behaviors would be of value to the business:
Certain ethical behaviors will become the primary building blocks of your ethical business, while other behaviors will be considerations instead of central values. Think about your routine ethical behaviors and what behaviors you'd like your employees to demonstrate and promote. Ethical behaviors could include the quest for knowledge, self-control, fairness, faith (in oneself, in others, in spirituality, etc.), kindness and courage.

3. Put you values into action:
Center many of your business activities around the ethical behaviors that you value. You could use knowledge to innovate, self-control to maintaining objectivity, kindness to encourage others or courage to make correct choices.

4. Create a company code of conduct:
Codes of conduct describe how you'd like employees to act, define acceptable behavior and draw the lines for enactable behavior. The code of conduct puts your attitude, values, behaviors and actions into words and direction.

5. Continue to increase ethical behavior:
The establishing ideas and company code of conduct are the foundation of an ethical business, but ethical organizations must continue to instill values and strive to be an ethical example.

In Nigeria, the various business structures are classified into three: Companies, Business Names and Incorporated Trustees.

Business Names consist of two simple and most common business structures namely: Sole Proprietorship and Partnership.

Sole Proprietorship is referred to as “enterprise” in the local parlance. The Business Name is the simplest and most common type of business structure that allows one person (referred to as the proprietor) to conduct his/her business in a name other than his/her real known names. This is known as dba – “doing business as.”

Though Business Names are often registered and controlled by one person, two or more persons could register and form a Partnership under the Business Name structure. Certain factors favour the choice of these two business structures over others. On one part, Sole Proprietorship and Partnership are easy to set-up. They do not require long protocol or documentation when registering them at the Corporate Affairs Commission. The registration fees are also much lower compared to other business structures. They are easy to operate due to its small size, and are not mandated by law to publish their books of account for public scrutiny. Sole proprietorship and partnership structures are a good start for any prospective ‘one-man’ business owner, and for individuals who may wish to pool resources together to start a small business.

On the other hand, the “unlimited liability” clause for this business structure may make Sole Proprietorship or Partnership not enticing in its real sense. Once established, taxes are filed through the owner's personal taxes; however, there are serious tax limitations in certain situations. In the case of risk, dissolution, debt and unforeseen negative circumstances, the business owner or partners are fully liable up to the extent of their personal investments. Furthermore, Sole Proprietorship and Partnership structures are often unattractive to investors and financial institutions, especially if the financial outlook of the company isn’t promising.

Having weighed some of the pros and cons, a Business Name may be used to engage in all forms of specified and approved business dealings, except for some level of investment, professionalism and technical expertise; or regulated by government agencies, trade or professional associations. You need to discuss with an accredited specialist on this issue.

Conclusively, a business name may be re-registered and incorporated to form a private limited company or any other type of company as may be deemed necessary.

In subsequent write-ups, i will focus on "Companies" which comprise:
1. Private Limited Company
2. Public Limited Company
3. Unlimited Company; and 
4. Company Limited by Guarantee.

If you have been successful in your business for some time and you have already mastered everything about running a business, overseas expansion may just be the logical next move you have to make.

On the flip side, for a majority of others, just having an overseas registered company and business address makes more sense to them than moving over to these foreign countries to establish a brick-and-mortar office.

Whichever the case is, there are at least 7 reasons Nigerian entrepreneurs incorporate an overseas company, subsidiary or a representative office.

1. Expansion. About 95% of the world's consumer's reside outside Nigeria. Entrepreneurs whose vision and target market is a global one would consider to enter new markets abroad thus increasing their company's overall market share and growth potentials.

2. Possible Untapped Market. The possibility of an untapped market in foreign jurisdictions may motivate a Nigerian entrepreneur to incorporate an overseas company, subsidiary or representative office of his/her local company. Nigerian enterpreneurs who produce and package local foodstuffs for sale abroad fall into this category.

3. Proximity to International Clients/Customers. Truth be told, the Internet has done enough to bring businesses closer to buyers. However, for some reasons, several business transactions may still warrant a traditional business presence in the city or country of operation. An overseas office of a local company need not be that big, and may be a home business address, a paid virtual office, or a small/liaison office just for the sake of getting customer feedback and linking back to the Nigerian office.

4. Corporate Image. In order to boost their corporate image in the eyes of customers, suppliers, investors and businesses, some enterpreneurs just register an overseas subsidiary of their Nigerian company. This gives their target audience an impression that they are a company with international networks. In situations like this, the "international entrepreneur" need not set up a brick-and-mortar office abroad, he/she only pays for a virtual registered office in such country plus a mailing and telephone forwarding service.

5. Competition. The fact that competing businesses or brands are entering the overseas market and are doing well motivates enterpreneurs in similar businesses to follow suit.

6. International Payment. There are quite a number of international banking options available to companies registered in overseas jurisdictions - whether you are currently established in the overseas country or operating the overseas company from Nigeria. Having a corporate checking account abroad makes international payment much more easier by direct deposits, cheques or international wire transfers.

7. Migration. Entrepreneurs considering a migration or move to an overseas country may incorporate a company in the destination country pending the time of their travel.

The United Kingdom, for instance, grants an Entrepreneur Visa to persons outside the European Union to gain entry to the UK for business reasons.

The initial visa will give you 3 years in the UK; and if during that 3 years you can show that you met certain criteria, you can then apply for a further 2 years extension visa. Following the 5 years, you'll have the option of applying for permanent residency in the UK.

1. Duly register the company at the Corporate Affairs Commission (CAC).
2. Register with the Federal Inland Revenue Service (FIRS) of the Ministry of Finance for Corporate Income Tax and VAT
3. Register for Personal Income Tax (PAYE) at the State Tax Office.
4. Register at the Special Control Unit against Money Laundering (SCUML) department of the Economic and Financial Crimes Commission (EFCC).
5. For placement of signage/billboard within your business premises, register with the signage administration agency in your state.

Afripreneurs, any addition or subtraction? Or are there addition requirements in your own state?

Michael Akolawole Abayomi 
There is need to register with the trade union or professional group to cater and protect the interest of the company or business. The need to belong to association or apply for registration cannot be over emphasised , if you are petroleum marketers you will need to register with MAN and if ure a shipper you register with the shoppers' council and if you are a medical practitioner you register with the association of general practitioners and so on .

'Kamil 'Niyi Akintunde 
Corporate account(s) is usually required, registration/licensing with professional bodies is also required such as NIOB, NIQS, NIA, ACEN, NIESV, ICAN/ANAN, IPAN, COMEG, Ministries of Env., Ministry of Trade and Investment, etc. Some biz may require LG permits. Check the one that is required for your area of biz cum professional competence.

Ayokunle Banky Bankole 
Yes, true is the fact that registering with professional bodies is necessary. For example, the Advertising Agencies have bodies such as Advertising Practitioners' Council of Nigeria (APCON), OAAN for Outdoor Practitioners, NIPR for Public Relations professionals, et cetera

paid adequate attention nor being properly funded.

Symptoms include: A shutdown of the individual's mental faculty, lack of objective reasoning, mindless group action (zombie-effect), passive-aggressive tendencies and zero objectivity.

What is this dreadful virus?

It is called OARS, or Oga is Always Right Syndrome. Sadly, too many employees, tend to imagine their superiors as being super-human or all-knowing. Psychologists and sociologists call it Power Distance Index (PDI). According to Wikipedia, Power Distance is the extent to which the less powerful members of organizations and institutions (like most government agencies and family owned businesses) accept and expect that power is distributed unequally. The key words here are: accept and expect.

A certain rich chief always warned members of his domestic staff NEVER to knock on his bedroom while he was sleeping even if there was an earthquake or the President was on the phone. He had sacked a few domestic staff who dared flout this order and seriously wounded a‎nother.

Rumour has it that a couple of years ago, he died of asphyxiation, while sleeping in his bedroom when his house caught fire and he was choked by the fumes. Strangely every other member of his household was saved, but no one could dare knock on his door to get him out.

Individuals in societies like Nigeria or most African and Arab nations that exhibit a high degree of power distance accept hierarchies in which everyone has a place without the need for justification. So a monkey can be given a position as the head of a tribe or even appointed as a substantive Minister and everyone would immediately adopt monkey like behaviours, climb trees for exercise, eat only bananas for lunch and some would go as far as even grow a tail.

Societies with low power distance like most European countries e.g. United Kingdom, Norway or Sweden seek to have equal distribution of power. The effect of this is that in countries suffering from a high Power Index or OARS (Oga is Always Right Syndrome) the decision making is autocratic and centralized on an individual with no room for debate or intellectual discourse. When a monkey is given a seat at the head of the table, all other humans have to adopt monkey-like behaviours or stick out like a sore thumb and risk being be posted to a different department or location.

Let me share an experience that happened to me quite recently. We were in a board meeting with a highly placed national director and her officers. Our organisation had been appointed to plan a world class event for this agency and that day we were putting finishing touches on what the event would look like- the floor plan layout, colours of the day, VIP seating, sound, lighting, the works. Then I enquired about the agency's specific colour, as it appeared to me to be a blend of gold and brown. The "oga at the top" asserting her infallible wisdom and authority as the gate-keeper of the organisation's brand, informs me that it wasn't gold but a fine blend of colours.

In an effort to be agreeable, I politely said, "Yes madam, it isn't exactly gold, it just looks more like gold". Again she replies, "No, its magenta". And that's when it happens! Every other board member across the table, eleven of them in total echo back, "Yes madam, it's magenta". I start to stick out like that guy from the Last Supper, Judas Iscariot.

Now I used to be student of Arts back in secondary school, but although I was no Michaelangelo, however I do know that magenta wasn't even close to that colour being described, not by a long shot! So I quickly whip out my Blackberry, get on Google images and type in the word "Magenta" and what comes up was closer to pink than gold. I slide my phone back into my inner breast pocket, hold my tongue and thank God silently I wasn't working as a civil servant in one of these government agencies. If you ever wonder how the Federal Government systematically dumbs down the same people it spends 75% of its budget on - that's how. That got me thinking...

In nearly 99.9% of organizations in Nigeria, no one calls their bosses on a first name basis. It's either "sir" or "madam" or "chief" or "chairman" or "His Majesty", "Your Lordship" or a variety of the sort. The names we call them prop up the chief executives as being all-knowing, all-powerful and invincible. All this adulation and title calling stops employees from ever being able to look a man in his eyes, call him by name and call his bluff. And when the boss takes an opinion on an issue, woe betide you if you have a contrasting opinion or you dare to poke holes in his argument.

And that got me thinking even more...

I thought about my friend, Osas, a production engineer fresh from grabbing a Masters degree in Mechanical Engineering from the University of Benin, who tried making an argument on the need for consistent facility management and maintenance of the food processing factory where he worked, and felt gutted hearing the Managing Director say something like, "Why should we be wasting money on something that's working perfectly?"

On another occasion, for daring to yell on the young children of his bosses who were screaming and running around the factory while production was in process, he got reprimanded. Luckily, he has resigned.

I thought about my other friend, Abdul, who argued that the Nigeria Immigration recruitment exercise should be done online. But was shut down by his immediate supervisor, who said something like, "When it's your turn, Mr. Bill Gates, you can do it online, this is how we do things around here". We all know how that ended. Eventually after a series of letdowns, disappointments and rejections, the average employee learns to shut up and follow the principle of "Monkey see, Monkey do"

So even as senior managers when they see a shade of brown and the supreme oga at the top decides to christen it as magenta, everyone across the board table will echo and chorus, "Ah! Yes, it's magenta". Then we wonder why Nigeria's civil service is bereft of new ideas and innovation.

So after the meeting, my project coordinator, Hope, asks me why I didn't speak up about the "Magenta issue". I smile and remind her that sometimes it's more important to have a cheque than to be right. We would stand a greater risk of making madam and her 11 disciples our perpetual enemies by contradicting her publicly, it would only make her seek vengeance.

Now you see how the virus spreads, don't you?

Acceptance and Expectation working closely together for all the wrong reasons.

Oh! By the way, the picture above is a photograph of magenta-coloured flowers. Do you see anything closely related to coffee brown or gold there?

society, social class, or group. The conduct or procedure required by good breeding, or prescribed by authority to be observed in official or social life. The rules and convention governing correct or polite behavior in society, or a particular social/professional group or situation. Proper behavior in a variety of settings.

Business Etiquette
Business etiquette is the way you handle yourself in a business/official environment. It is basically the social guidelines and manners to be followed in business situations when dealing with others. It can range from how to behave, dress, speak, stand, sit, laugh etc at both internal and external meetings (with colleagues, supervisors , customers etc).

Basics of Business Etiquette
• Knowing the proper manners for meeting and greeting others.
• How to act in both business and social situations.
• How close to stand and why.
• Knowing the customs of customers, employees, vendors etc
• How to address titled people.
• The acceptable professional presence for everyone (what to wear and what not to wear).
• Basic office equipment etiquette (usage etc).

Why Bother?
• It is a differentiating factor.
• People buy into your packaging first.
• Gives professional polish, poise and panache.
• Enhances your personal brand – (everything you do, or do not do, communicates the value and character of your brand).
• Represents the bank positively.
• You give people dignity and respect.
• Helps to project the right image with internal and external customers.
• Confidence booster.
• Modifies impolite behavior.

Conducting Business Appointments
• Information is Power: Ensure you are informed about the customers business..
• Agenda: Always prepare an agenda (things to discuss)
• Timeliness: Always be punctual to meetings. Lateness is unacceptable. If you will be late inform the customer or reschedule.
• Politeness: Always smile and make eye contact when greeting customer, seniors or colleagues.
• Freshen up: Before going in for a meeting (Straighten ties, tuck in shirts/tops, clean sweat and oily face, comb hair, wash your hands etc).
• Introduction: Inform the customer of your name and the name of your organization before starting a discussion.
• Be formal: Always maintain professional conduct. Do not act over familiar with customers. Chewing gum during meetings is uncouth.

Business Appointments with Customers
• Dress appropriately. Every bank staff is expected to be in his/her complete suit for business meetings.
• Do not sit without being asked to.
• Ensure all your phones are switched off (or silent) Vibrating phones are distracting.
• Do not touch anything on customers table.
• Shirt sleeves down (Never have your sleeves folded or up-turned).

Vocabulary of a Professional
• Use of simple and grammatically correct English.
• Never use street talk (slangs, obscenities, foul language e.g. gonna, wanna, stuffs etc).
• Be careful and pay attention to frequently mispronounced words/’ethnic challenges”/”Nigerian English” (H factor for Westerners, P for Northerners, U for Easterners etc).

Voice of a Professional
• Easy to understand and good enunciation e.g Christopher Kolade, Gameliel Onosode, Kofi Annan.
• Maintain a well modulated voice: No strain.
• Enthusiastic voice – lively and interesting. Do not put your audience to sleep.
• Speak with an unaccented/lightly accented voice: Get rid of the rough edges and do not over flourish.
• Controlled volume: Don’t shout. Don’t whisper.
• Good pacing: Don’t rush. Don’t drawl.

how you present yourself to others in the business world speak volumes. Setting a professional tone with co-workers, clients and customers also present real life etiquette questions answered. Here are additional basic business etiquette and protocol skills you should have and they are:

Mind your Posture
Posture is the visible disposition, either natural or assumed, of an individual with reference to attitude or pose. In business, minding your posture with the following skills is important:

•   Stand straight and face audience.
•   Open posture - comfortable, controlled. No fidgeting.
•   Hands relaxed and hanging down at sides.
•   No hands on hips or in pockets; no crossed arms.
•   No 'fig' leaf stance [It shows weakness and timidity].
•   No hands joined behind your back [It shows no energy].

Talking without words
Without words, information and messages are exchanged and understood. These refer to all the body language, gestures and facial expressions made during business discussions. Having the following skills will go a long way:
•   Body language speaks louder than words.
•   Mind your facial expressions.
•   Practice smiling and looking pleasant.
•   Gestures:
  1.Restrict head, hands and arm movement;
  2.No leaning back [slouching] on chair if seated;
  3.No hands in pocket [nervous]; Don't point fingers;

•   Always convey confidence, approach ability and sincerity;
•   Sit straight with both feet on the floor;
•   Ladies cross legs at the ankles;
•   Erect straight back;
•   No slouching, sitting/walking too rigidly, worn-out shoes, clenching fists, twirling hair, fidgeting;
•   Chin resting on the palm of hands depicts boredom;
•   Always maintain appropriate physical distance. Arms length is safe;
•   Your dressing must be smart and attractive.

Introduction and Self Introductions
This is the preparatory movement intended to foreshadow or lead up to the theme of the meeting. These refer to the proper ways of making introductions in business and protocol. They are as follows:

The ABC's of Introduction
•   A - Authority [higher rank is mentioned first];
•   B - Be brief;
•   C - Clarification [nugget of information].

The Rules
   1.Ensure eye contact, a smile and a firm handshake.
   2.State your name.
   3.Provide a nugget of information.
   4.Do not rush.

When Do I Introduce Myself?
   1.You are with people you do not know.
   2.You are overlooked.
   3.Seated next to a person at a meal, meeting, social or business gathering, etc.
   4.Someone you have met previously but has trouble placing you.

what the law expects from them, and how they can use it to protect themselves. Over the past few days, I counselled a small business owner who is a casual Foot wear designer. He was worried that his product designs were being copied and reproduced at a cheaper rate by an unregistered business. He wants to take it up legally because those who could not afford his product of N4000 for a pair, goes to this other guy to reproduce it at N800.

It was enough reason to be worried especially when someone is feeding from your hard work however, you have to ensure that legally, you have the right over the property you are claiming. So I ask him, 'How can you prove that this other guy is copying your designs?' he showed me a label of his registered business name on his product, and said, "I have registered this business, I was the first to come up this design."

At this point, I knew that he just like so many other entrepreneurs know much about business and their products but lack sufficient knowledge of the laws guiding as well as protecting their business or product.

When it comes to innovative products and designs, the law specified criteria that gives you ownership or patent right. Some are:

Your registered business doesn't cover your intellectual property
This entrepreneur believes that his registration of a business name automatically covers that of his designs, and that placing his label on the product was enough to indicate that he owes the design. The first lesson I brought to his notice was that there are different laws guiding each. Registering your business name is different from registering your company, as well as different from registering an intellectual property.

Patent right is given to the first person to file a claim, not the first to take it to the market
When the young man said that he was the first to come up with the idea, I laughed because the Nigerian law says, '...the right to a patent in respect of an invention is vested in the statutory inventor, that is to say, the person who, whether or not he is the true inventor, is the first to file, or validly to claim a foreign priority for, a patent application in respect of the invention...' by implication, it doesn't matter who came up first with the idea or design, what the law recognises is the first person to file a claim of ownership. If you have not filed a claim of ownership of a design or invention, you can't call it yours.

Once it is made public before filing a claim, you can no longer lay claim to it
By law, you are not expected to make an invention or design you wish to patent public before filing a claim. Making it public before filing, invalidates your claim. The man said he was going to file a claim for the designs, but unfortunately, it was already late. The design has been in the market for the past three years, so nobody can claim to owe it again. The law only allows for a period of 6 months in case you want to exhibit it officially in an internationally recognised exhibition.

In business, there are laws to protect your creativity, however you must know when and where it applies. That you were the first to come up with an idea in business doesn't give you ownership or patent right over the product. Depending on the country or region where your business is located, it is your responsibility as a business owner to get acquainted with the law to help you protect your business as well as your products from pirates.

actually begin by formulating a business plan or opening a bank account. It starts from choosing a name. There is more to business name than just identity. A good business name is an advertising tool. Many large companies even hire expensive consultants to help them name their businesses, products and services.

Q2: I have this business name that I love so much, and I want to start a business under that name. Can I proceed immediately?

A: No. I think the next thing after you must have done a feasibility study on the business itself is to get the business name registered at the Corporate Affairs Commission (CAC).

Q3: What do you mean by Corporate Affairs Commission?

A: Registration of business in Nigeria is the exclusive responsibility of the Corporate Affairs Commission, also known as CAC; which has its head office in Abuja, and branches in most states of the federation. The CAC is the federal government agency responsible for registration of all companies.

Q4: But I was told that the cost of registering/incorporating a company is expensive. Can’t I go on with the business then register the name later?

A: My candid advice is No! Having your business registered definitely confers some credibility on it, given that it then acquires an identity. In many important business activities or relationships you may want to get involved in, details of your business registration will be required. You do not have to wait for such occasions before getting your business into the register of companies - you may miss an important opportunity just for that omission.

Q5: Is that all?

A: No. Using a business name similar or identical to that of a registered business name can land you into problems, including legal issues. Besides, if you have succeeded in doing business for several years under a name which has not been registered, that does not confer ownership of such business name on you. The CAC has to approve the availability of such a business name before you can proceed to file an application to get the name registered.

Q6: Does that mean I may forfeit a business name that I have been trading under and has become so popular in the marketplace just because I didn’t register it at first?

A: Yes. Due to your negligence, someone somewhere might have registered that name or a similar one. This means you will lose all the goodwill that name garnered over the years. Do you see that this situation is more expensive?

Q7: I understand that the Corporate Affairs Commission rejects registration of some business names. What are the likely reasons for such actions?

A: Good question! Officials at the CAC use their discretion in approving a business name submitted for search. Business names may be disapproved if such names existed or are similar to the ones on their database. At times, business names are disapproved due to their vague nature. Consider someone who submitted LAW FIRM as a business name!? More so, objects such as INSTITUTION, FOUNDATION and MINISTRY are not likely to be approved as a business name, except when such objects are used for registration of incorporated companies/trustees.

Q8: What difference exists between a business name and incorporation of company or trustee?

A: To start a business, you need to decide on a business name. You also need to choose a business format under which to operate. You need to know the requirements relating to membership of the company, ownership, etc to enable you make decisions you will remain happy with. The routine processes of registration can then be carried out on your behalf by an accredited professional.

Q9: You mean business names, companies, and trustees are formats?

A: Yes. It may be called business structures too. You will need to talk to an expert concerning this. However, let me give you a little of what you should know.

Three major classes of registration are available under the relevant law (the Companies and Allied Matters Act of 1990):

(I) Registration of Business Names: This applies to sole proprietorships and partnerships. It is the simplest form of business structure. It is the one-man business, owned by a single person and called ‘enterprise’ in the local parlance. The partnership applies to a business where two or more persons agree to jointly own and carry on the business. Given the fairly complex nature of partnerships, it is best to seek the services of experts to assist with the details.

Q10: What about incorporation of companies and trustees?

A: Incorporation of companies is the second class of registration available under this Act. Incorporation recognizes the business as a unique entity, separate from the owners, with statutory powers to own property and sue or be sued. There is thus the concept of limited liability, implying that the individual owner’s(shareholder’s) liability relating to the business is limited to the amount of his share subscription.

The third class under this Act is the Registration of Incorporated Trustee. This applies to public institutions and associations, operated by a Board of Trustees. This category includes: NGOs, churches, clubs, trade associations, political and civil groups etc.

Q11: Can an ‘enterprise’ (business name) be used to carry on all kinds of business?

A: No. The choice of which structure to adopt will depend on the nature of the business, the ownership and evaluation of the benefits, and the pitfalls of each format.

Q12: Why do some people prefer to incorporate a limited liability company?

A: Limited liability companies have grown to become so popular among business owners due to the following reasons:

(I) There is limited liability for individual shareholder.

(II) The standing of the business is enhanced before financial institutions and other parties it does business with.

(III) It has a better access to credit and on even better terms.

(IV) The business is distinct from individual owners; the death of a member does not dissolve the company.

Q13: Can I handle the registration procedures myself?

A: Yes. But the challenge here is that you may receive many queries from the officials at the CAC if you don’t comply with certain rules. Though it is cheaper to do the registration yourself, hiring the services of accredited professionals does pay in the long run. However, the CAC specifically requires that only accredited parties carry out the actual registration processing for incorporation of companies and trustees. The accredited professional you choose for the registration process should also be able to provide further advice. As a trained practitioner, he is also familiar with the registration requirements for each business format and processing procedure.

Q14: Now, how long does it take to get my business registered and receive a certificate?

A: The duration depends on the business format you are considering. Applications for registration of business names are usually processed at the zonal office where you submitted an application to be registered; though Name Availability search forms may be forwarded to their head office at Abuja. However, applications for incorporation of companies/trustees are usually forwarded to Abuja for processing. This may take more time.

In either case, the duration also depends on how soon the Name Availability result is released. These days, a name search result could take up to 1 month as against the usual 3-7 days; and the issuance of certificates is taking months to be ready instead of weeks.

Q15: How much does it cost to have my business name registered with the Corporate Affairs Commission?

A: Except you are handling the registration processes yourself, the fee depends on the professional and how he bonds with you with his professional fees, but not the filing fee. The filing fee fluctuates every now and then so you cannot put a specific price on it.

Q16: Do you mean having my business name or company registered with the CAC confers special rights or privileges or licenses to carry on my line of business?

A: No. Registration of any business name under the Companies and Allied Matters Act only confers on the proprietor or partners thereof of the right to carry on such business under a business name, that is, a name other than their own surname or surnames without any addition other than their forenames or Names or the initial of such forename or names. It does not confer any special right or privileges or any license to carry on the business itself.

Q17: Do you mean certain businesses require licenses, educational certificates or accreditation from an authorized body before venturing into them?

A: Yes. Before you register a company that requires a lot of technical and financial input, the CAC has devised new means of screening out touts and quacks from proclaiming to be ‘professionals’ in a field that requires extreme expertise. Hence, it is required that you provide educational certificates, belong to a relevant professional body, and or must have gained several years of hands-on experience.

Businesses that fall into this category may include: Advertising/Public Relations, Alternative Medical Practice, Architects/Town Planners, Chartered Secretaries, General Tax Consultants, Hospital/Clinics, Building/Civil Engineers/Contractors, Food Products/Processing, Legal Practice & Consultancy, Human Resource Management, Schools etc.

Q18: My Business registered with a trade association. Do I still need to register it with the CAC?

A: Yes. What your trade association has done is to grant you a license to carry on your line of business. Examples include: Kerosene dealers, hair stylists, tailors, and even professionals such as surveyors and accountants. If you need to engage in some financial dealings such as opening a corporate bank account or securing bank loan, a copy of your business name/company certificate shall be requested.

Q19: My school has gotten an approval from the Ministry of Education in my state. What is the essence of a CAC certificate again?

A: The CAC is responsible for registration of ALL companies, including educational institutions. What the Ministry of Education did was to give you an approval/license having met the requirements laid down for operating a school. Many school proprietors/proprietress are guilty of this. They spend a lot of money to get a government approval then come back to register their school names at the CAC. It doesn’t work that way. Two stark choices are usually left open when they finally decide to register their business names with the CAC.

(I) The name approved by the Ministry of Education in their state, and subsequently submitted for approval, are usually denied. Why? The exact or a similar name may have been registered somewhere, sometime. Take for instance, someone submitted BETTER LIFE ACADEMY for Availability search at the CAC but was denied approval. The reason: BETTER DAYS SCHOOLS had been registered for someone else! It can be as serious as this.

(II) They are forced to change the name of their schools in order to be different or, at best, avoid a law suit from the rightful owner of such business name. So, be wise and obtain a certificate from CAC before filing an application for government (Ministry of Education) approval.

Q20: Is there a way I can confirm the validity or authenticity of my business name certificate?

A: Yes. In fact, many people are skeptical about hiring a third-party to process their business name registration, due to the fear that the certificate given to them might be a fake. There are two ways by which you can verify:

(I) Obtain a Name Search Form at any CAC office and fill your registered business name. Submit the form for a search. This may take about 3-30 days for the result to be released. However, when the search result is finally out, the comment stated by the CAC will suggest to you if the certificate in your hands is genuine or not.

(II) Request for a Certified True Copy (in the case of incorporated companies/trustees). The Certified True Copy (CTC) is a copy of the memorandum of association that has been verified and stamped as an exact true copy of the memorandum of association in the CAC’s possession and file. If you were not handed a copy at the time you registered your company, and you want to obtain it after your company has been registered, you have to show your tax clearance, your annual returns, write a letter to the director-general of the CAC stating why you need it, purchase application forms and pay the filing fees for the new CTC (which is double the cost compared to when you ought to have gotten it cheap during registration and avoiding the hassles involved). This is where the CAC makes money because they know you will come back someday for it.

Q21: Why is the C.T.C so important?

A: The advantages of this is that with the CTC, you can present it to any company to inspect its objects for business, to help conduct businesses with banks, tender it for auctions, or government contracts, etc, when these big corporate institutions need them. If you don’t have a CTC, you will force the company to do a search on your company at the CAC. Which means you will be billed for that search by the corporation. So, imagine how many times you will be shelling out money for company searches?

Q22: I quite understand why it is so important to register a business name or incorporate a company/trustee. It’s in my best interest, isn’t it?

A: Certainly. Imagine your organization being recognized, favoured and approved of by your target market/audience, government agencies, international organizations, financial institutions, or even your local community - just because you are duly registered with the Corporate Affairs Commission of the Federal Republic of Nigeria! The importance of your organization’s certification with the nation’s registrar of companies/trustee cannot be over-emphasized.

Disclaimer: The information in this article is only intended to guide investors. Please, consult an expert whenever in doubt.

February 23, 2012 at 7:28pm

Samuel Babatunde Obafemi
Banky: I salute you. Well done on this superlative work. God bless you Sir. I learnt a lot.
February 23, 2012 at 7:44pm

Abiola Hamzah Mccs
I think i'm d 1st to benefit from this and its enormous one but can i certify, recomend or accredit with a subsidiary organ created under a registered business name (ltd or ass.)
February 23, 2012 at 7:56pm

Abiola Hamzah Mccs
2. i need to establish a body that will be able to a)train and certify (with min of edu reg.) 2)award and honour professionals in d related field and 3)conduct direct and indirect profit deals with public, orgs. and associate members. WHICH TYPE OF CAC REG WILL BE BEST SUITED? pls i need urgent response
February 23, 2012 at 8:06pm

Efficient Links
Good Piece. Well articulated. Good job Banky.
February 23, 2012 at 8:22pm

Ayokunle Banky Bankole
Abiola Hamzah Mccs "Limited by Guarantee" LTD/GTE will be appropriate.
February 23, 2012 at 8:47pm

Ayokunle Banky Bankole
A company limited by Guarantee does not usually have Shareholders or Share Capital but members who act as Guarantors
February 23, 2012 at 9:00pm

Ayokunle Banky Bankole
It's usually situable for non-profit organisations that require a legal personality and seen as a company. The guarantors give an undertaking to contribute a nominal amount (typically very small) in the event of the winding up of the company. It is often believed that it cannot distribute its profits to its members but (depending on the provisions of the articles) this is not actually true.
February 23, 2012 at 9:03pm

Ayokunle Banky Bankole
Clubs, membership associations, trade unions, NGOs may be companies limited by Guarantee
February 23, 2012 at 9:05pm

Ayokunle Banky Bankole
As per the number of share capital for a Limited Liability Coy, your nature of biz will determine the share capital registered.
February 23, 2012 at 9:17pm

Olaniyonu Fish Plus Taofeek
Banky once again kudos to u
February 23, 2012 at 9:18pm

Ayokunle Banky Bankole
For instance the Association of Advertising Agency of Nigeria (AAAN) states in part: "The agency applying for AAAN Full and Associate Membership must be incorporated as a Limited Liability Company with a minimum share capital of N10 million (full members) and N5 million (associate members) verifiable through the audited accounts of the company or Corporate Affairs Office, using the AAAN solicitor.
February 23, 2012 at 9:20pm

Nike Idowu
nice piece, registering a biz name if u doing it on ur own is less dan 5k, am paying less dan 10k for mine cos a frnd is helping out. I think it help and boost ur biz relationship. I need to join an association and aside monetary req., dey needed my biz name reg. Certificate. Dis made me get serious with d reg.
February 23, 2012 at 9:22pm

Ayokunle Banky Bankole
@Nike. The current Filling fees + search fees for registration of biz name is not less than 5k
February 24, 2012 at 7:16pm

Malik Sunday Adebayo
nice work here banky.
February 25, 2012 at 8:55am

Adebayo Florence Bamidele good one
February 25, 2012 at 1:59pm

Ayokunle Banky Bankole @All. thanks
March 12, 2012 at 3:44pm

Omotayo Adegbenro
great job but Ayokunle Banky Bankole someone once mentioned that if you register a sole prop coy or a limited liability coy...there are fees/charges/fines one needs to be paying yearly..please can you confirm this assertion?
March 12, 2012 at 4:37pm

Omotayo Adegbenro
@Ayokunle Banky Bankole secondly what happens if i have registered my coy with CAC like 3 years ago but the coy is yet to commence business proper,would i be taxed or fined eventually when i kick off ?will one lose the business name? thanks man!
March 12, 2012 at 4:40pm

Ayokunle Banky Bankole
@Omotayo. Q1. This is the annual returns. You must begin to file in an annual returns 15 months after you incorporate your company. For example, if you registered your company in Jan 2008, you must file an annual returns for 2009, 2010 and 2011. Because 2012 is not yet ended, you can't file in an annual returns for 2012.
March 12, 2012 at 4:49pm

Ayokunle Banky Bankole
Q2. Irrespective of whether you commenced operation or not, CAC demands you file in an annual returns from date of incorporation. What happens if you fail to do this each year? You will have to pay extra fees for defaulting. If you default for a longer...See More
March 12, 2012 at 4:54pm

Omotayo Adegbenro
thanks for the prompt response but what is the repercussion if one didn't file in?registered 08 and we are in 2012....
March 12, 2012 at 4:54pm

Omotayo Adegbenro
great!thanks mate!would do that....
March 12, 2012 at 4:55pm

Nike Idowu Omotayo Adegbenro
CAc might delist ur coy from registered coy in nigeria but i think 3yrs is still little for that. you just have to pay up
March 13, 2012 at 8:08pm

Omotayo Adegbenro
Great! Nike Idowu Thanks am on it...
March 13, 2012 at 9:28pm

Ayokunle Banky Bankole
@Nike. Yes, "3 yrs is still little for that"
March 20, 2012 at 11:08pm

Obinna Unique Hnd
Thanks for dis write up!
March 21, 2012 at 12:19am

Oshunlana Olubodun
@Ayokunle, you have really done a good job taking the awareness thus far.
March 21, 2012 at 11:50am

Oshunlana Olubodun @Omotayo, pls let me clarify this for you as per your questions. You have duty to both CAC and FIRS after your company is registered. You pay fees to CAC, while tax and levies to Federal Inland Revenue Service (FIRS). If your company is Ltd and you have started business, you file your audited account with CAC and FIRS not later than 18 months after incorporation. Failure to do so with FIRS attracts N25,000.00 for the 1st month and N5,000.00 for each subsequent months the defaults continues. If you have not started business, you file statement of affairs certified by an auditing firm within thesame 18 months to both CAC and FIRS. Thesame fine applies if you default. Not later than 6 months after incorporation, all registered business going into VATABLE services suppose to apply and obtain TIN/VAT number from FIRS. Fine for this is N10,000.00. If you have not commence business after 18 months of incorporation, you will pay a levy of N20,000.00 (Pre-operational levy) for the 1st year and N25,000.00 for each other years to FIRS until you commence business. For all registered ltd company not yet commenced business, all this await them to resolve when they are ready to start business or have issues with FIRS. This is a practical tax issues and it cant be fully discussed here.
March 21, 2012 at 12:16pm

Ayokunle Banky Bankole
@Olubodun. You have done a great job hitting the nail on the head. kudos
March 21, 2012 at 12:23pm

Omotayo Adegbenro
@olubodun-all these fines/tax na rundown for SMEs o....there should be a way around them...I pray! well we have u and Ayokunle to run to when the time is right :)) thanks guys
March 21, 2012 at 1:09pm

ethical organizational cultures, which in turn build an ethical business. Businesses that were established without an ethical culture can be redesigned to include ethics as a core system, but the ethical initiatives still need to start with leadership and the organization's culture. Here are guides:

1. Define your attitude:
Entrepreneurs building an ethical business must first consider their own attitudes towards business and ethics. Unethical attitudes must be adjusted. A good place to start assessment might be the Better Business Bureau (BBB). The bureau's standards are seen by many as the basic building blocks of an ethical business and the organization's endorsement is often considered the hallmark of a well-run company. Some BBB values to consider include trustworthiness, honesty, honor, safety and integrity.

2. Decide what ethical behaviors would be of value to the business:
Certain ethical behaviors will become the primary building blocks of your ethical business, while other behaviors will be considerations instead of central values. Think about your routine ethical behaviors and what behaviors you'd like your employees to demonstrate and promote. Ethical behaviors could include the quest for knowledge, self-control, fairness, faith (in oneself, in others, in spirituality, etc.), kindness and courage.

3. Put you values into action:
Center many of your business activities around the ethical behaviors that you value. You could use knowledge to innovate, self-control to maintaining objectivity, kindness to encourage others or courage to make correct choices.

4. Create a company code of conduct:
Codes of conduct describe how you'd like employees to act, define acceptable behavior and draw the lines for enactable behavior. The code of conduct puts your attitude, values, behaviors and actions into words and direction.

5. Continue to increase ethical behavior:
The establishing ideas and company code of conduct are the foundation of an ethical business, but ethical organizations must continue to instill values and strive to be an ethical example.

In Nigeria, the various business structures are classified into three: Companies, Business Names and Incorporated Trustees.

Business Names consist of two simple and most common business structures namely: Sole Proprietorship and Partnership.

Sole Proprietorship is referred to as “enterprise” in the local parlance. The Business Name is the simplest and most common type of business structure that allows one person (referred to as the proprietor) to conduct his/her business in a name other than his/her real known names. This is known as dba – “doing business as.”

Though Business Names are often registered and controlled by one person, two or more persons could register and form a Partnership under the Business Name structure. Certain factors favour the choice of these two business structures over others. On one part, Sole Proprietorship and Partnership are easy to set-up. They do not require long protocol or documentation when registering them at the Corporate Affairs Commission. The registration fees are also much lower compared to other business structures. They are easy to operate due to its small size, and are not mandated by law to publish their books of account for public scrutiny. Sole proprietorship and partnership structures are a good start for any prospective ‘one-man’ business owner, and for individuals who may wish to pool resources together to start a small business.

On the other hand, the “unlimited liability” clause for this business structure may make Sole Proprietorship or Partnership not enticing in its real sense. Once established, taxes are filed through the owner's personal taxes; however, there are serious tax limitations in certain situations. In the case of risk, dissolution, debt and unforeseen negative circumstances, the business owner or partners are fully liable up to the extent of their personal investments. Furthermore, Sole Proprietorship and Partnership structures are often unattractive to investors and financial institutions, especially if the financial outlook of the company isn’t promising.

Having weighed some of the pros and cons, a Business Name may be used to engage in all forms of specified and approved business dealings, except for some level of investment, professionalism and technical expertise; or regulated by government agencies, trade or professional associations. You need to discuss with an accredited specialist on this issue.

Conclusively, a business name may be re-registered and incorporated to form a private limited company or any other type of company as may be deemed necessary.

In subsequent write-ups, i will focus on "Companies" which comprise:
1. Private Limited Company
2. Public Limited Company
3. Unlimited Company; and 
4. Company Limited by Guarantee.

If you have been successful in your business for some time and you have already mastered everything about running a business, overseas expansion may just be the logical next move you have to make.

On the flip side, for a majority of others, just having an overseas registered company and business address makes more sense to them than moving over to these foreign countries to establish a brick-and-mortar office.

Whichever the case is, there are at least 7 reasons Nigerian entrepreneurs incorporate an overseas company, subsidiary or a representative office.

1. Expansion. About 95% of the world's consumer's reside outside Nigeria. Entrepreneurs whose vision and target market is a global one would consider to enter new markets abroad thus increasing their company's overall market share and growth potentials.

2. Possible Untapped Market. The possibility of an untapped market in foreign jurisdictions may motivate a Nigerian entrepreneur to incorporate an overseas company, subsidiary or representative office of his/her local company. Nigerian enterpreneurs who produce and package local foodstuffs for sale abroad fall into this category.

3. Proximity to International Clients/Customers. Truth be told, the Internet has done enough to bring businesses closer to buyers. However, for some reasons, several business transactions may still warrant a traditional business presence in the city or country of operation. An overseas office of a local company need not be that big, and may be a home business address, a paid virtual office, or a small/liaison office just for the sake of getting customer feedback and linking back to the Nigerian office.

4. Corporate Image. In order to boost their corporate image in the eyes of customers, suppliers, investors and businesses, some enterpreneurs just register an overseas subsidiary of their Nigerian company. This gives their target audience an impression that they are a company with international networks. In situations like this, the "international entrepreneur" need not set up a brick-and-mortar office abroad, he/she only pays for a virtual registered office in such country plus a mailing and telephone forwarding service.

5. Competition. The fact that competing businesses or brands are entering the overseas market and are doing well motivates enterpreneurs in similar businesses to follow suit.

6. International Payment. There are quite a number of international banking options available to companies registered in overseas jurisdictions - whether you are currently established in the overseas country or operating the overseas company from Nigeria. Having a corporate checking account abroad makes international payment much more easier by direct deposits, cheques or international wire transfers.

7. Migration. Entrepreneurs considering a migration or move to an overseas country may incorporate a company in the destination country pending the time of their travel.

The United Kingdom, for instance, grants an Entrepreneur Visa to persons outside the European Union to gain entry to the UK for business reasons.

The initial visa will give you 3 years in the UK; and if during that 3 years you can show that you met certain criteria, you can then apply for a further 2 years extension visa. Following the 5 years, you'll have the option of applying for permanent residency in the UK.

1. Duly register the company at the Corporate Affairs Commission (CAC).
2. Register with the Federal Inland Revenue Service (FIRS) of the Ministry of Finance for Corporate Income Tax and VAT
3. Register for Personal Income Tax (PAYE) at the State Tax Office.
4. Register at the Special Control Unit against Money Laundering (SCUML) department of the Economic and Financial Crimes Commission (EFCC).
5. For placement of signage/billboard within your business premises, register with the signage administration agency in your state.

Afripreneurs, any addition or subtraction? Or are there addition requirements in your own state?

Michael Akolawole Abayomi 
There is need to register with the trade union or professional group to cater and protect the interest of the company or business. The need to belong to association or apply for registration cannot be over emphasised , if you are petroleum marketers you will need to register with MAN and if ure a shipper you register with the shoppers' council and if you are a medical practitioner you register with the association of general practitioners and so on .

'Kamil 'Niyi Akintunde 
Corporate account(s) is usually required, registration/licensing with professional bodies is also required such as NIOB, NIQS, NIA, ACEN, NIESV, ICAN/ANAN, IPAN, COMEG, Ministries of Env., Ministry of Trade and Investment, etc. Some biz may require LG permits. Check the one that is required for your area of biz cum professional competence.

Ayokunle Banky Bankole 
Yes, true is the fact that registering with professional bodies is necessary. For example, the Advertising Agencies have bodies such as Advertising Practitioners' Council of Nigeria (APCON), OAAN for Outdoor Practitioners, NIPR for Public Relations professionals, et cetera

paid adequate attention nor being properly funded.

Symptoms include: A shutdown of the individual's mental faculty, lack of objective reasoning, mindless group action (zombie-effect), passive-aggressive tendencies and zero objectivity.

What is this dreadful virus?

It is called OARS, or Oga is Always Right Syndrome. Sadly, too many employees, tend to imagine their superiors as being super-human or all-knowing. Psychologists and sociologists call it Power Distance Index (PDI). According to Wikipedia, Power Distance is the extent to which the less powerful members of organizations and institutions (like most government agencies and family owned businesses) accept and expect that power is distributed unequally. The key words here are: accept and expect.

A certain rich chief always warned members of his domestic staff NEVER to knock on his bedroom while he was sleeping even if there was an earthquake or the President was on the phone. He had sacked a few domestic staff who dared flout this order and seriously wounded a‎nother.

Rumour has it that a couple of years ago, he died of asphyxiation, while sleeping in his bedroom when his house caught fire and he was choked by the fumes. Strangely every other member of his household was saved, but no one could dare knock on his door to get him out.

Individuals in societies like Nigeria or most African and Arab nations that exhibit a high degree of power distance accept hierarchies in which everyone has a place without the need for justification. So a monkey can be given a position as the head of a tribe or even appointed as a substantive Minister and everyone would immediately adopt monkey like behaviours, climb trees for exercise, eat only bananas for lunch and some would go as far as even grow a tail.

Societies with low power distance like most European countries e.g. United Kingdom, Norway or Sweden seek to have equal distribution of power. The effect of this is that in countries suffering from a high Power Index or OARS (Oga is Always Right Syndrome) the decision making is autocratic and centralized on an individual with no room for debate or intellectual discourse. When a monkey is given a seat at the head of the table, all other humans have to adopt monkey-like behaviours or stick out like a sore thumb and risk being be posted to a different department or location.

Let me share an experience that happened to me quite recently. We were in a board meeting with a highly placed national director and her officers. Our organisation had been appointed to plan a world class event for this agency and that day we were putting finishing touches on what the event would look like- the floor plan layout, colours of the day, VIP seating, sound, lighting, the works. Then I enquired about the agency's specific colour, as it appeared to me to be a blend of gold and brown. The "oga at the top" asserting her infallible wisdom and authority as the gate-keeper of the organisation's brand, informs me that it wasn't gold but a fine blend of colours.

In an effort to be agreeable, I politely said, "Yes madam, it isn't exactly gold, it just looks more like gold". Again she replies, "No, its magenta". And that's when it happens! Every other board member across the table, eleven of them in total echo back, "Yes madam, it's magenta". I start to stick out like that guy from the Last Supper, Judas Iscariot.

Now I used to be student of Arts back in secondary school, but although I was no Michaelangelo, however I do know that magenta wasn't even close to that colour being described, not by a long shot! So I quickly whip out my Blackberry, get on Google images and type in the word "Magenta" and what comes up was closer to pink than gold. I slide my phone back into my inner breast pocket, hold my tongue and thank God silently I wasn't working as a civil servant in one of these government agencies. If you ever wonder how the Federal Government systematically dumbs down the same people it spends 75% of its budget on - that's how. That got me thinking...

In nearly 99.9% of organizations in Nigeria, no one calls their bosses on a first name basis. It's either "sir" or "madam" or "chief" or "chairman" or "His Majesty", "Your Lordship" or a variety of the sort. The names we call them prop up the chief executives as being all-knowing, all-powerful and invincible. All this adulation and title calling stops employees from ever being able to look a man in his eyes, call him by name and call his bluff. And when the boss takes an opinion on an issue, woe betide you if you have a contrasting opinion or you dare to poke holes in his argument.

And that got me thinking even more...

I thought about my friend, Osas, a production engineer fresh from grabbing a Masters degree in Mechanical Engineering from the University of Benin, who tried making an argument on the need for consistent facility management and maintenance of the food processing factory where he worked, and felt gutted hearing the Managing Director say something like, "Why should we be wasting money on something that's working perfectly?"

On another occasion, for daring to yell on the young children of his bosses who were screaming and running around the factory while production was in process, he got reprimanded. Luckily, he has resigned.

I thought about my other friend, Abdul, who argued that the Nigeria Immigration recruitment exercise should be done online. But was shut down by his immediate supervisor, who said something like, "When it's your turn, Mr. Bill Gates, you can do it online, this is how we do things around here". We all know how that ended. Eventually after a series of letdowns, disappointments and rejections, the average employee learns to shut up and follow the principle of "Monkey see, Monkey do"

So even as senior managers when they see a shade of brown and the supreme oga at the top decides to christen it as magenta, everyone across the board table will echo and chorus, "Ah! Yes, it's magenta". Then we wonder why Nigeria's civil service is bereft of new ideas and innovation.

So after the meeting, my project coordinator, Hope, asks me why I didn't speak up about the "Magenta issue". I smile and remind her that sometimes it's more important to have a cheque than to be right. We would stand a greater risk of making madam and her 11 disciples our perpetual enemies by contradicting her publicly, it would only make her seek vengeance.

Now you see how the virus spreads, don't you?

Acceptance and Expectation working closely together for all the wrong reasons.

Oh! By the way, the picture above is a photograph of magenta-coloured flowers. Do you see anything closely related to coffee brown or gold there?

society, social class, or group. The conduct or procedure required by good breeding, or prescribed by authority to be observed in official or social life. The rules and convention governing correct or polite behavior in society, or a particular social/professional group or situation. Proper behavior in a variety of settings.

Business Etiquette
Business etiquette is the way you handle yourself in a business/official environment. It is basically the social guidelines and manners to be followed in business situations when dealing with others. It can range from how to behave, dress, speak, stand, sit, laugh etc at both internal and external meetings (with colleagues, supervisors , customers etc).

Basics of Business Etiquette
• Knowing the proper manners for meeting and greeting others.
• How to act in both business and social situations.
• How close to stand and why.
• Knowing the customs of customers, employees, vendors etc
• How to address titled people.
• The acceptable professional presence for everyone (what to wear and what not to wear).
• Basic office equipment etiquette (usage etc).

Why Bother?
• It is a differentiating factor.
• People buy into your packaging first.
• Gives professional polish, poise and panache.
• Enhances your personal brand – (everything you do, or do not do, communicates the value and character of your brand).
• Represents the bank positively.
• You give people dignity and respect.
• Helps to project the right image with internal and external customers.
• Confidence booster.
• Modifies impolite behavior.

Conducting Business Appointments
• Information is Power: Ensure you are informed about the customers business..
• Agenda: Always prepare an agenda (things to discuss)
• Timeliness: Always be punctual to meetings. Lateness is unacceptable. If you will be late inform the customer or reschedule.
• Politeness: Always smile and make eye contact when greeting customer, seniors or colleagues.
• Freshen up: Before going in for a meeting (Straighten ties, tuck in shirts/tops, clean sweat and oily face, comb hair, wash your hands etc).
• Introduction: Inform the customer of your name and the name of your organization before starting a discussion.
• Be formal: Always maintain professional conduct. Do not act over familiar with customers. Chewing gum during meetings is uncouth.

Business Appointments with Customers
• Dress appropriately. Every bank staff is expected to be in his/her complete suit for business meetings.
• Do not sit without being asked to.
• Ensure all your phones are switched off (or silent) Vibrating phones are distracting.
• Do not touch anything on customers table.
• Shirt sleeves down (Never have your sleeves folded or up-turned).

Vocabulary of a Professional
• Use of simple and grammatically correct English.
• Never use street talk (slangs, obscenities, foul language e.g. gonna, wanna, stuffs etc).
• Be careful and pay attention to frequently mispronounced words/’ethnic challenges”/”Nigerian English” (H factor for Westerners, P for Northerners, U for Easterners etc).

Voice of a Professional
• Easy to understand and good enunciation e.g Christopher Kolade, Gameliel Onosode, Kofi Annan.
• Maintain a well modulated voice: No strain.
• Enthusiastic voice – lively and interesting. Do not put your audience to sleep.
• Speak with an unaccented/lightly accented voice: Get rid of the rough edges and do not over flourish.
• Controlled volume: Don’t shout. Don’t whisper.
• Good pacing: Don’t rush. Don’t drawl.

how you present yourself to others in the business world speak volumes. Setting a professional tone with co-workers, clients and customers also present real life etiquette questions answered. Here are additional basic business etiquette and protocol skills you should have and they are:

Mind your Posture
Posture is the visible disposition, either natural or assumed, of an individual with reference to attitude or pose. In business, minding your posture with the following skills is important:

•   Stand straight and face audience.
•   Open posture - comfortable, controlled. No fidgeting.
•   Hands relaxed and hanging down at sides.
•   No hands on hips or in pockets; no crossed arms.
•   No 'fig' leaf stance [It shows weakness and timidity].
•   No hands joined behind your back [It shows no energy].

Talking without words
Without words, information and messages are exchanged and understood. These refer to all the body language, gestures and facial expressions made during business discussions. Having the following skills will go a long way:
•   Body language speaks louder than words.
•   Mind your facial expressions.
•   Practice smiling and looking pleasant.
•   Gestures:
  1.Restrict head, hands and arm movement;
  2.No leaning back [slouching] on chair if seated;
  3.No hands in pocket [nervous]; Don't point fingers;

•   Always convey confidence, approach ability and sincerity;
•   Sit straight with both feet on the floor;
•   Ladies cross legs at the ankles;
•   Erect straight back;
•   No slouching, sitting/walking too rigidly, worn-out shoes, clenching fists, twirling hair, fidgeting;
•   Chin resting on the palm of hands depicts boredom;
•   Always maintain appropriate physical distance. Arms length is safe;
•   Your dressing must be smart and attractive.

Introduction and Self Introductions
This is the preparatory movement intended to foreshadow or lead up to the theme of the meeting. These refer to the proper ways of making introductions in business and protocol. They are as follows:

The ABC's of Introduction
•   A - Authority [higher rank is mentioned first];
•   B - Be brief;
•   C - Clarification [nugget of information].

The Rules
   1.Ensure eye contact, a smile and a firm handshake.
   2.State your name.
   3.Provide a nugget of information.
   4.Do not rush.

When Do I Introduce Myself?
   1.You are with people you do not know.
   2.You are overlooked.
   3.Seated next to a person at a meal, meeting, social or business gathering, etc.
   4.Someone you have met previously but has trouble placing you.

what the law expects from them, and how they can use it to protect themselves. Over the past few days, I counselled a small business owner who is a casual Foot wear designer. He was worried that his product designs were being copied and reproduced at a cheaper rate by an unregistered business. He wants to take it up legally because those who could not afford his product of N4000 for a pair, goes to this other guy to reproduce it at N800.

It was enough reason to be worried especially when someone is feeding from your hard work however, you have to ensure that legally, you have the right over the property you are claiming. So I ask him, 'How can you prove that this other guy is copying your designs?' he showed me a label of his registered business name on his product, and said, "I have registered this business, I was the first to come up this design."

At this point, I knew that he just like so many other entrepreneurs know much about business and their products but lack sufficient knowledge of the laws guiding as well as protecting their business or product.

When it comes to innovative products and designs, the law specified criteria that gives you ownership or patent right. Some are:

Your registered business doesn't cover your intellectual property
This entrepreneur believes that his registration of a business name automatically covers that of his designs, and that placing his label on the product was enough to indicate that he owes the design. The first lesson I brought to his notice was that there are different laws guiding each. Registering your business name is different from registering your company, as well as different from registering an intellectual property.

Patent right is given to the first person to file a claim, not the first to take it to the market
When the young man said that he was the first to come up with the idea, I laughed because the Nigerian law says, '...the right to a patent in respect of an invention is vested in the statutory inventor, that is to say, the person who, whether or not he is the true inventor, is the first to file, or validly to claim a foreign priority for, a patent application in respect of the invention...' by implication, it doesn't matter who came up first with the idea or design, what the law recognises is the first person to file a claim of ownership. If you have not filed a claim of ownership of a design or invention, you can't call it yours.

Once it is made public before filing a claim, you can no longer lay claim to it
By law, you are not expected to make an invention or design you wish to patent public before filing a claim. Making it public before filing, invalidates your claim. The man said he was going to file a claim for the designs, but unfortunately, it was already late. The design has been in the market for the past three years, so nobody can claim to owe it again. The law only allows for a period of 6 months in case you want to exhibit it officially in an internationally recognised exhibition.

In business, there are laws to protect your creativity, however you must know when and where it applies. That you were the first to come up with an idea in business doesn't give you ownership or patent right over the product. Depending on the country or region where your business is located, it is your responsibility as a business owner to get acquainted with the law to help you protect your business as well as your products from pirates.