Introduction

On March 18, 2025, the President of Nigeria, Bola Ahmed Tinubu, in a televised national address, issued a proclamation declaring a state of emergency in Rivers State, an oil-producing region of the country. The President justified this decision by citing intelligence reports indicating a series of alarming incidents of pipeline vandalism perpetrated by militant groups. He further asserted that the crisis was amplified by an ongoing political conflict within the state, particularly between the Governor and the State House of Assembly, which had resulted in a breakdown of governance and law enforcement.[1] The President contended that the failure of the state government to address these security breaches necessitated federal intervention. Consequently, as part of the emergency measures, the President suspended the Governor of Rivers State, his deputy, and all members of the State House of Assembly. However, the judicial arm of the state government was not included in the suspension, leaving the courts operational despite the drastic political restructuring.

The President’s action ignited widespread debate, raising critical questions regarding the extent of his constitutional powers to declare a state of emergency within a federating unit. In particular, concerns were raised about whether this authority extends to the suspension of a duly elected Governor and lawmakers of a State House of Assembly, who derive their mandate from the electorate. In this view, this article seeks to critically examine the constitutional implications of such an executive action, particularly its impact on the governance structure of the state. It will further attempt to interrogate the extent to which a presidential declaration of a state of emergency can justifiably alter the balance of power between the executive and legislative branches at the state level. Additionally, the analysis will explore the legality and constitutional validity of suspending elected state officials within the framework of Nigeria’s federal system.

 

The constitutional framework governing the declaration of a state of emergency in Nigeria

A state of emergency is a situation in which a government is given emergency legal powers to steer the country through a crisis or extraordinary situation to protect its citizens, it follows a declaration made by the government in response to extreme circumstances ranging from natural disaster, armed conflict, civil unrest, or an epidemic.[2]

As a democratically regulated country, Nigeria operates under the supremacy of the 1999 Constitution (as amended), which serves as the fons et origo—the ultimate source of legal authority. The Constitution not only establishes the fundamental principles of governance but also delineates the powers and functions of the three arms of government: the executive, legislature, and judiciary.

Within this constitutional framework, the President of Nigeria is entrusted with specific powers to address grave threats to national security, public order, or the stability of any part of the federation and this includes a declaration of a state of emergency. The legal basis for this authority is found in Section 305 of the 1999 Constitution of the Federal Republic of Nigeria, which outlines the circumstances under which a state of emergency may be declared.

Pursuant to Section 305, the President may issue a Proclamation of a State of Emergency through an instrument published in the Official Gazette of the Government of the Federation.[3] However, this power is not exercised in isolation; it is subject to legislative oversight. Once a state of emergency is declared, the President is mandated to transmit copies of the proclamation to the President of the Senate and the Speaker of the House of Representatives.[4] Upon receipt, both presiding officers must convene their respective legislative chambers to deliberate on the situation and determine whether to approve or reject the proclamation through a formal resolution.[5] This legislature ratifying the power of the president to declare a state of emergency underscores the principle of checks and balances, ensuring that the power is not exercised arbitrarily or beyond constitutional limits.

While the President has the authority to declare an emergency, such power is not absolute and can only be invoked under specific substantive circumstances outlined in Section 305(3) of the 1999 Constitution (as amended). These conditions include:

1. Existence of War or Imminent Invasion – The President may declare a state of emergency if Nigeria is at war or faces an imminent threat of invasion, armed conflict or involved in a state of war.[6]
2. Breakdown of Public Order and Safety – If there is an actual or clear and present danger of an actual breakdown of public order or public safety in the federation or any part thereof to the extent that extraordinary measures are necessary to restore security a state of emergency may be declared.[7]
3. Disaster or Public Danger – A state of emergency may also be proclaimed in response to natural disasters, environmental crises, or other existential threats to the Federation.[8]
4. Request from a State Government – A state of emergency may be declared if the Governor of a State formally requests federal intervention in response to a crisis beyond the state’s capacity to manage.[9]

President Bola Ahmed Tinubu’s power to declare a state of emergency in Rivers State finds constitutional justification under Section 305(3)(c) and (d) of the 1999 Constitution (as amended), which provide for such a declaration in instances of actual or imminent breakdown of public order and public safety. The constitutional framework provides that a state of emergency be employed as a mechanism to restore stability when normal state structures are unable to contain a crisis. In the extant case, the President cited rising militant activities, particularly the vandalization of oil pipelines, as well as a severe political crisis between the Governor and the State House of Assembly, which he deemed to have contributed to governance paralysis.

Under Section 305(3)(c), a state of emergency may be declared when public order and safety have already collapsed to a degree requiring extraordinary measures to restore normalcy. Given the security threats posed by militant groups, coupled with the lack of an effective state-led response, it can be argued that the situation met this threshold. Additionally, Section 305(3)(d) permits proactive intervention where there is a clear and present danger of a breakdown of public order and safety, suggesting that even if the crisis had not fully escalated, federal action was warranted to prevent further deterioration.

Even if it is acknowledged that the action of the President constitutes a declaration of a state of emergency, it remains legally inchoate until it receives formal approval through a resolution of the National Assembly.[10] Under the provisions of the 1999 Constitution, the President lacks the unilateral authority to declare a state of emergency.

 

Impact of declaration of state of emergency on the executive and legislative governance of a state

Conventionally, when the President of the Federation declares a state of emergency, the executive branch of the state comprising primarily the Governor and Deputy Governor along with the legislative arm, the State House of Assembly, is mandated by the President to suspend its authority and, administrators most often military officers are appointed to oversee the affairs of the state until normalcy is restored.

In 1962, the Late Tafawa Balewa, the then Prime Minister of the country, declared a state of emergency to allay the crisis in the Western Region. The region was placed under emergency rule and Dr. Moses Majekodunmi was appointed as administrator.[11] In 2004, former President Olusegun Obasanjo declared a State of Emergency in Plateau State due to the religious killings that occurred in the state. The then governor, Joshua Dariye alongside the State House of Assembly was suspended and Major General Chris Alli was appointed as administrator. In 2006, former President Olusegun Obasanjo declared a state of emergency to contain the political unrest in Ekiti state as a result of the impeachment of Governor Ayo Fayose, and Brigadier Adetunji Olurin was appointed as administrator. Former president Goodluck Ebele Jonathan on the other hand, opted to depart from this precedent and instead retained all the state functionaries when he declared a state of emergency in Borno, Yobe, and Adamawa states in 2013 and 2014. He also followed the same procedure in 2011 when he declared a state of emergency in some local government areas in Borno and Plateau states.[12]

In the extant case, the current President Bola Ahmed Tinubu declared a state of emergency in Rivers state and he temporarily suspended the Governor of the State, Siminalaya Fubara, his deputy Ngozi Odu and the entire members of the Rivers State House of assembly in an attempt to quell the impending violence rising from the escalated tension between the Governor and the State House of Assembly.

The suspension of the executive and legislative arms of the government of Rivers State has given rise to a significant question: whether the President possesses the constitutional authority to suspend an electoral appointed Governor and State House of Assembly and appoint an administrator while exercising the power to declare a state of emergency.

This question has been argued by various constitutional law experts and judicial authorities have delivered nuanced pronunciations on the issue.

Legal professor, Professor Itse Sagay, has stated in his paper that “The whole tenor of section 11 of the Constitution (which is the section containing all the powers exercisable during an emergency shows that an emergency declaration is intended to be a cooperative endeavor between the federal government and state government, whose organs, governors, House of Assembly and judiciary are fully functioning.”[13] He opines that even during a state of emergency, the state’s institution, such as the Governor, House of Assembly, and Judiciary are expected to remain operational rather than being completely suspended or replaced by federal authority in line with section 11 of the Constitution of the Federal Republic of Nigeria (as amended).

The Nigerian Bar Association (NBA) the body that houses lawyers in the country in a statement released through its President Mazi Afam Osigwe (SAN), laid its concerns on the suspension of the Governor, Deputy Governor and House of Assembly of Rivers State stating that  “The 1999 Constitution does not grant the President the power to suspend or otherwise prevent an elected governor, deputy governor, or members of a state’s legislature from exercising the functions of their offices, under the guise of a state of emergency. Rather, the Constitution provides clear procedures for the removal of a governor and deputy governor as per Section 188. Similarly, the removal of members of the House of Assembly and dissolution of parliament is governed by constitutional provisions and electoral laws, none of which appear to have been adhered to in the present circumstances. These provisions have not been followed in this instance.”[14] The body reiterated that a declaration of emergency does not automatically dissolve or suspend elected state governments, and that the Constitution does not empower the President to unilaterally remove or replace elected officials—such actions amount to an unconstitutional usurpation of power and a fundamental breach of Nigeria’s federal structure.[15]

However, the Attorney General of the Federation (AGF) and Minister of Justice, Lateef Fagbemi held a contrary opinion as regards the suspension of the Governor, Deputy Governor and the members of the House of Assembly of Rivers State. Speaking in defense of President Bola Tinubu’s declaration of a state of emergency, Fagbemi claimed that Fubara not only failed to prevent the attacks but had also indirectly encouraged the militants.[16] He further acknowledged that the National Assembly holds the ultimate authority over the suspension and has the power to either ratify or reject it in which the National Assembly approved days after.

Judicial pronunciations have also been made as regards the suspension of elected members of the government. In Attorney General of the Federation v. Attorney General of Abia State & Ors,[17] the Supreme Court of Nigeria held that the removal of elected chairmen and councilors as well as appointment of sole administrators or caretaker committees by State Governors to run local government councils are illegal and unconstitutional.

In the case of Governor of Ekiti State & Ors. v Olubunmo & Ors,[18] where the then Governor of Ekiti State, Governor Kayode Fayemi dissolved the Local Government Councils, removed the democratically elected Council Chairmen and appointed caretaker committees, Justice C.C Nweke criticized the move stating that “Simply put, therefore, the election of such officials into their offices and their tenure are clothed with constitutional force. They cannot, therefore, be abridged without breaching the constitution from which they derive their force”

 

Comparative analysis of the implication of declaration of state of emergency on the executive and legislative arm of the state government: case study of the U.S.A and India

United State of America

The United States has remained under a continuous state of emergency since November 1979, when President Jimmy Carter declared a national emergency in response to the Iran hostage crisis and issued an executive order freezing Iranian government assets. Although Iran freed the hostages on Ronald Reagan’s inauguration day in 1981, Reagan extended Carter’s emergency declaration annually throughout his presidency. Subsequent presidents have not only upheld the 1979 emergency but have also introduced numerous additional emergency declarations of their own.[19]

When Donald Trump began his second term on January 20, 2025, the United States had approximately 40 active emergency declarations. On the day of his inauguration, he issued two additional declarations: a national energy emergency and an emergency at the U.S.-Mexico border.[20]

Notably, in the United States, a presidential declaration of a state of emergency has never resulted in the suspension or removal of a state governor, as the federal system preserves state autonomy even in crises. While the President can mobilize federal resources and impose emergency measures, executive authority over state governance remains with the governor of the state.

India

In India, the President can declare a state of emergency under the Constitution, granting broad powers to the central government. Article 352 allows for a National Emergency in cases of war, external aggression, or armed rebellion.[21] The President’s Rule as commonly called, permits the dismissal of a state government if it fails to function constitutionally, transferring executive power to the Governor and dissolving or suspending the state legislature.[22]

Unlike the United States, where emergency powers do not extend to removing state governors, India’s constitutional framework enables direct federal intervention in state governance, often leading to political controversy.

 

Submission

Under Section 305 of the 1999 Constitution, the President is vested with the constitutional authority to declare a state of emergency in any part of Nigeria when there is a significant breakdown of public order and security. However, this power is not absolute, as it is subject to legislative oversight, requiring approval from the National Assembly to prevent potential executive overreach. The primary objective of this constitutional provision is to preserve national sovereignty and security while ensuring adherence to democratic principles and the rule of law. In the present case, President Tinubu’s declaration of a state of emergency in Rivers State is firmly within his constitutionally conferred powers and, therefore, remains legally valid.

A state of emergency permits the Federal Government to deploy security personnel, impose necessary restrictions, and implement emergency measures aimed at restoring stability. Nevertheless, it does not inherently dissolve or suspend the democratic institutions of the affected state, nor does it authorize the removal of duly elected officials who have not been found culpable of any constitutional violation. From this perspective, the suspension of the Governor, Deputy Governor, and the entire membership of the Rivers State House of Assembly by the President constitutes a clear constitutional overreach and a misapplication of the emergency powers granted to the presidency.

The Governor and Deputy Governor of Rivers State are elected representatives with a legitimate constitutional mandate, and their removal or suspension in the context of a state of emergency runs contrary to the fundamental tenets of federalism and the doctrine of separation of powers. The 1999 Constitution does not provide for the appointment of an interim administrator by the President as a substitute for the Governor. Instead, it explicitly outlines the lawful procedures for the removal of state executives, which must be strictly adhered to in accordance with due process.

Likewise, the suspension or dissolution of the Rivers State House of Assembly undermines the principles of representative democracy and constitutional governance. As an independent arm of government, the legislature plays a crucial role in lawmaking and oversight, even in times of crisis. The invocation of a state of emergency should not serve as a pretext for imposing direct federal control or circumventing established constitutional processes. Such an approach not only erodes democratic institutions but also sets a dangerous precedent for executive overreach in Nigeria’s federal structure.

 

Recommendations

To ensure that the declaration of a state of emergency aligns with constitutional principles and does not undermine Nigeria’s democratic structure, the following recommendations should be considered:

1. Adherence to Constitutional Provisions and Federalism
   The Federal Government must strictly adhere to the provisions of the 1999 Constitution when exercising emergency powers. While the President has the authority to declare a state of emergency, such measures should be implemented in a manner that respects Nigeria’s federal system and does not usurp the autonomy of state governments.
2. Non-Suspension of Elected State Officials
   The Governor, Deputy Governor, and House of Assembly should not be suspended or removed under the guise of emergency governance. Instead, their roles should be reinforced to ensure that governance continues effectively within the constitutional framework. Any disciplinary measures against elected officials should follow the legal procedures outlined in the Constitution, such as impeachment or judicial processes.
3. Collaborative Governance During Emergencies

Rather than resorting to direct federal intervention, the Federal Government should prioritize collaboration with state governments to effectively manage crises. This approach should involve enhancing intergovernmental cooperation, providing security support, and strengthening state institutions to address the underlying causes of instability. In the present situation, President Tinubu can take on the role of mediator between Governor Siminalayi Fubara and the Rivers State House of Assembly to facilitate a resolution and ensure the smooth functioning of the state government.

4. Judicial Oversight of Emergency Powers
   To prevent potential abuses of emergency powers, the judiciary should play an active role in reviewing and interpreting the constitutionality of executive actions during a state of emergency. Courts should provide a check on any attempt to exceed constitutional limits, ensuring that emergency declarations do not infringe upon democratic governance.
5. Legislative Involvement and Oversight
   The National Assembly should not only approve a state of emergency but also actively monitor its implementation. This oversight role will ensure that emergency measures remain proportionate, temporary, and necessary to restore order without overstepping constitutional boundaries.

 

Conclusion

The declaration of a state of emergency serves as a constitutionally sanctioned tool for responding to significant threats to public order and national security in Nigeria. While Section 305 of the 1999 Constitution empowers the President to implement emergency measures, the exercise of such authority must remain within the boundaries of constitutional provisions, particularly those that uphold democratic governance, federalism, and the separation of powers.

In this context, although President Tinubu’s proclamation of a state of emergency in Rivers State falls within his constitutional mandate, the suspension of the Governor, Deputy Governor, and the State House of Assembly exceeds the permissible scope of executive authority. The Nigerian Constitution does not confer upon the President the unilateral power to remove or suspend duly elected state officials under the pretext of emergency rule. Such actions compromise the independence of state institutions, undermine democratic norms, and weaken the federal structure of governance.

To uphold constitutional integrity, any federal intervention during a state of emergency should be strictly confined to security and administrative measures essential for restoring order, without interfering with the legitimate governance structures of the affected state. The rule of law must remain paramount in the application of emergency powers, ensuring that constitutional democracy is safeguarded even in times of crisis.

 

By Felicia Ayeomoni for Adeola Oyinlade & Co.

Adeola Oyinlade & Co. is full-service law firm in Nigeria offering legal support to both local and foreign clients in the areas of constitutional and statutory interpretation.

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 

Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

[1] https://www.reuters.com/world/africa/nigerian-president-declares-state-emergency-oil-producing-rivers-state-2025-03-18/ Accessed 19^th of March, 2025.

[2] https://www.liberties.eu/en/stories/state-of-emergency/44692 Accessed 19^th of March, 2025.

[3] Section 305 (1) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[4] Section 305 (2) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[5] ibid.

[6] Section 305 (3) (a) & (b) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[7] Section 305 (3) (c) & (d) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[8] Section 305 (3) (e) & (f) Constitution of the Federal Republic of Nigeria, 1999 (as amended).

[9] Section 305 (3) (g) Constitution of Federal Republic of Nigeria, 1999 (as amended).

[10] https://edojudiciary.gov.ng/wp-content/uploads/2017/07/LEGALITY-OF-THE-PRESIDENTIAL-DECLARATION-OF-A-STATE-OF-EMERGENCY-IN-SOME-STATES-IN-NIGERIA-AND-ITS-IMPLICATION-ON-STATE-GOVERNMENT-FUNCTIONARIES-BY-BRIGHT-E.-ONIHA.pdf Accessed 19th of March, 2025.

[11] https://pmnewsnigeria.com/2025/03/18/nigerias-history-of-crisis-a-timeline-of-state-of-emergency-declarations/

[12] (n 10)

[13] Itse Sagay, “Nigeria: The Unfinished Federal Project”, delivered at the 8th Justice Idigbe Memorial Lecture (University of Benin) 2008, 50.

[14] https://blog.nigerianbar.org.ng/2025/03/18/state-of-emergency-in-rivers-suspension-or-otherwise-summary-removal-of-a-democratically-elected-governor-and-other-elected-officials-is-unconstitutional/ Accessed 19^th of March 2025.

[15] Ibid.

[16] https://tribuneonlineng.com/fubaras-suspension-the-ball-is-now-in-the-court-of-national-assembly-agf/ Accessed 19^th of March 2025.

[17] (2024) LPELR-62576 (SC).

[18] (2016) LPELR-48040 (SC)

[19] https://www.history.com/news/national-state-of-emergency-us-presidents accessed 19th of March, 2025.

[20] Ibid.

[21] Constitution of India, section 352

[22] Constitution of India, section 356.

In Nigeria, the Companies and Allied Matters Act 2020 (CAMA) governs the appointment and removal of company directors.

Shareholders wishing to remove a director are to issue a special notice (28 days before the general meeting) of the resolution seeking to remove the concerned director, and or to appoint some other director in the stead of the director so to be removed.

In this article, we respond to some important questions on the legal procedures for the removal and appointment of company directors under the Nigerian law.

 

Under what circumstances can a director be removed in Nigeria?

A director in Nigeria can be removed under the following circumstances:

• By Ordinary Resolution: Shareholders can remove a director through an ordinary resolution passed at a general meeting, regardless of the director’s term of office.
• Breach of Duty: A director may be removed for failure to perform their duties, such as not attending meetings or violating fiduciary duties.
• Incapacity or Illness: If a director is incapacitated or mentally unfit to perform their duties.
• Bankruptcy: If the director becomes bankrupt or enters into a voluntary arrangement with creditors.
• Failure to Comply with Legal Requirements: Directors who fail to comply with Nigerian corporate laws, including those set out in the Companies and Allied Matters Act (CAMA), may face removal

 

What is the process for removing a director in Nigeria?

The process for removing a director in Nigeria generally involves

1. Notice of the Meeting: A notice must be given to the company and all shareholders that a resolution for the removal of the director will be proposed at a general meeting.
2. Passing a Resolution: An Ordinary resolution must be passed at the general meeting by a majority of shareholders, with a minimum of 51% voting in favour of removal.
3. Opportunity for Defense: The director facing removal must be given an opportunity to defend themselves at the meeting.
4. Filing with the Corporate Affairs Commission (CAC): Once the resolution is passed, the company must notify the Corporate Affairs Commission (CAC) of the director’s removal.

 

Can a director be removed without their consent in Nigeria?

Yes, a director can be removed without his or her consent in Nigeria, as long as the removal is done in accordance with the provisions of the Companies and Allied Matters Act (CAMA) and the company’s Articles of Association. The director’s consent is not required to pass a resolution for their removal, although they must be given the opportunity to present their case before the shareholders.

 

Are there any protections for directors against unfair removal in Nigeria?

Yes, there are some protections for directors against unfair removal:

• Right to be Heard: Directors must be given the opportunity to defend themselves at the general meeting before any decision is made.
• Appeals: If the director believes the removal is unjust, they can challenge the decision in court, especially if there are claims of misapplication of the law or violation of the company’s Articles of Association.
• Legal Framework: Removal must comply with both the company’s Articles of Association and the provisions of the Companies and Allied Matters Act (CAMA).

 

Can a director who has been removed claim severance benefits in Nigeria?

A removed director may be entitled to severance benefits only if it is stipulated in their contract of employment or in the company’s Articles of Association. In the absence of such terms, the director is typically not entitled to severance unless otherwise agreed or provided by law.

 

What happens to the director’s position after they are removed?

After a director is removed from office, the position becomes vacant, and the company may appoint a new director to replace the vacant position. The appointment of a new director must follow the company’s procedure, which may involve shareholder approval or board nomination, depending on the company’s Articles of Association.

 

Is the process for the removal of a director from a private company different from a public company in Nigeria?

The basic process for removing a director is similar in both private and public companies, but there may be additional procedural requirements for public companies, such as compliance with the rules set by the Nigerian Stock Exchange (NSE) and disclosure requirements. Public companies may also face more scrutiny and regulations related to the removal of directors.

 

Can a director be removed for personal reasons, like conflict with shareholders, in Nigeria?

A director can be removed for personal reasons, including conflicts with shareholders, but such conflicts must be handled within the framework of the company’s governance structure and CAMA. Personal conflicts alone may not be sufficient for removal unless they affect the director’s ability to fulfil their duties or violate their legal obligations to the company.

 

Can a director who is also a shareholder be removed from their position as a director in Nigeria?

Yes, a director who is also a shareholder can be removed from their position as a director. The process for removing a director is governed by the Companies and Allied Matters Act (CAMA), which allows shareholders to pass a resolution to remove a director regardless of their status as a shareholder.

 

Can the director who is also a shareholder be removed from their position as a shareholder in Nigeria?

No, the director cannot be removed from their position as a shareholder simply because they have been removed from their position as a director. Shareholders are owners of the company, and their ownership is not contingent on their role as a director. Removing a shareholder would require a separate process, such as selling or transferring their shares or invoking a clause in the company’s Articles of Association (if any) that allows for the forfeiture or compulsory sale of shares under certain conditions.

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Ayoola Hassan for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading full-service law firm in Nigeria offering legal support to both local and foreign clients in the area of corporate law.

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

The adoption process in Nigeria involves a series of steps, including counseling, document submission, and court application. The Child Rights Act governs the process and outlines the requirements for adoption. The adoption process in Nigeria varies from state to state, and this is because the matter is within the list which states in Nigeria can legislate upon.

In this article, we respond to important questions on adoption process and requirements in Nigeria.

 

What laws govern adoption in Nigeria?

The key laws governing adoption in Nigeria include:

1. Child Rights Act, 2003 (applicable in the Federal Capital Territory and states that have domesticated it).
2. Adoption Laws of Various States (Each state has its own specific adoption laws).
3. Matrimonial Causes Act (relevant for inter-country adoption).
4. Customary and Islamic Laws (where applicable in some regions).

 

Who is eligible to adopt a child in Nigeria?

The eligibility criteria for adoption vary by state but generally include:

1. The adopter must be at least 25 years old and at least 21 years older than the child.
2. The adopter must be of sound mind and financially capable of providing for the child.
3. Married couples must adopt jointly, with both spouses giving consent.
4. Single persons can adopt, but some states restrict adoption by single men.
5. The adopter must have no criminal record, especially for offenses against children.
6. Foreigners may adopt only if they have resided in Nigeria for at least a year (varies by state).

 

Who can be adopted in Nigeria?

A child eligible for adoption must:

1. Be below 18 years old.
2. Be orphaned, abandoned, or relinquished by their biological parents.
3. Be declared adoptable by the court or child welfare authority.
4. Have no legal claim or opposition from biological parents (if alive).

 

What is the process for adopting a child in Nigeria?

The adoption process typically involves these steps:

1. Application: The prospective adoptive parent(s) submit a formal application to the Ministry of Women Affairs or relevant child welfare department.
2. Screening & Home Study: The authorities conduct background checks, home visits, and psychological evaluations to assess suitability.
3. Pre-Adoption Foster Care: The child may be placed in the care of the adoptive parents for a probationary period (usually 3 months to 1 year, depending on the state).
4. Court Petition: The prospective parents file an adoption petition in court, seeking legal approval.
5. Court Hearing & Order: The court reviews report from the welfare agency, ensures legal compliance, and grants the Adoption Order if satisfied.
6. Registration of Adoption: After the court order, the adoption is registered with the appropriate government agency.
7. Issuance of New Birth Certificate: A new birth certificate may be issued listing the adoptive parents as the legal parents.

 

What documents are required for adoption in Nigeria?

Required documents typically include:

1. Formal adoption application
2. Birth certificate or affidavit of age declaration
3. Marriage certificate (for married couples)
4. Medical certificates proving physical and mental fitness
5. Police clearance certificate (to verify no criminal record)
6. Financial statement or evidence of stable income
7. Home study report from a social welfare officer
8. Consent document (if applicable, from the child’s biological parents or guardian

 

Can foreigners adopt a Nigerian child?

Yes, but they must meet additional requirements, including:

1. Residency in Nigeria for at least 12 months before the adoption.
2. Approval from the Ministry of Women Affairs.
3. Compliance with international adoption treaties (e.g., Hague Adoption Convention, if applicable).

Some states have stricter rules or may prohibit inter-country adoption.

 

What is the role of the court in the adoption process?

The court plays a crucial role in:

1. Reviewing adoption applications.
2. Ensuring compliance with adoption laws.
3. Verifying that the adoption is in the best interest of the child.
4. Issuing the Adoption Order, which finalizes the process.

 

What are the rights of adopted children in Nigeria?

Adopted children have the same rights as biological children, including:

1. Right to inherit from adoptive parents.
2. Right to education, healthcare, and welfare.
3. Right to be protected from abuse and neglect.
4. Right to identity and citizenship (where applicable).

 

What are the costs associated with adoption in Nigeria?

Adoption costs vary but may include:

1. Application fees (set by state adoption agencies).
2. Legal fees for court proceedings.
3. Medical and home study assessments.
4. Processing fees for documentation and registration.
5. Travel expenses (for inter-state or international adoptions).

 

Conclusion

Adoption in Nigeria is a legally structured but sometimes complex process, requiring compliance with federal and state laws. Prospective adoptive parents must ensure they meet all legal and procedural requirements while prioritizing the best interests of the child.

Adoption is a beautiful process that allows for the creation of a family. It is however important that the expertise of a family law expert is sought before commencing the process particularly on how to navigate the complex process.

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

 

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading full-service law firm in Nigeria offering legal support to both local and foreign clients in the area of family law.

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

Introduction

Technology transfer agreements are vital in Nigeria, driving innovation and economic growth by facilitating the exchange of expertise, skills, and technology between domestic companies and international partners. This exchange is critical for addressing technological disparities across various sectors.

This Article helps to understand the requirements, registration process, costs and prevailing trends in these agreement

 

The Regulatory Law

The Nigerian Copyright Act and the Patents and Designs Act provide a framework for protecting intellectual property, but companies must ensure that their agreements comply with these laws to avoid potential disputes.

 

What are the benefits of TTA

Technology Transfer Agreements (TTAs) yield significant advantages for Nigerian businesses and the national economy, including:

1. Access to advanced technology and specialized expertise.
2. Improved local innovation and industrial capacity.
3. Fostered international collaborations and partnerships.
4. Creation of employment opportunities and skill development.
5. Economic diversification and sustainable growth.

 

The Registration Process

In Nigeria, the main government agency responsible for overseeing and registering technology transfer agreements is the National Office for Technology Acquisition and Promotion (NOTAP).

The registration process for technology transfer agreements in Nigeria involves several key steps:

1. Preparation of the Agreement: Both parties need to draft a comprehensive technology transfer agreement that outlines the terms and conditions, including the scope of technology being transferred, payment terms, and duration of the agreement.
2. Submission to NOTAP: Once the agreement is prepared, it must be submitted to the National Office for Technology Acquisition and Promotion (NOTAP) for registration. This submission should include the signed agreement and any required documentation, such as identification of the parties involved and proof of the technology’s origin.
3. Review by NOTAP: NOTAP will review the submitted documents to ensure compliance with local laws and regulations. This review process may involve assessing the agreement’s alignment with national interests and technological development goals.
4. Payment of Fees: There may be registration fees associated with the process. The parties involved will need to pay these fees as part of the registration.
5. Issuance of Registration Certificate: If the agreement meets all requirements, NOTAP will issue a registration certificate. This certificate serves as proof that the technology transfer agreement has been officially recognized by the government.
6. Compliance Monitoring: After registration, both parties are expected to adhere to the terms of the agreement. NOTAP may conduct periodic checks to ensure compliance and address any issues that may arise.

This process helps protect the interests of both the technology provider and the recipient while promoting transparency and accountability in technology transfer activities in Nigeria.

Online Registration Process

The online registration process for technology transfer agreements in Nigeria typically involves the following steps:

1. Visit the NOTAP Website: Start by going to the official website of the National Office for Technology Acquisition and Promotion (NOTAP).
2. Create an Account: If you’re a first-time user, you may need to create an account on the platform. This usually requires providing some basic information.
3. Fill Out the Application Form: Once logged in, locate the section for technology transfer agreements and fill out the online application form. Ensure that all required details are accurately provided.
4. Upload Necessary Documents: You will need to upload the signed technology transfer agreement and any other supporting documents, such as identification and proof of technology.
5. Pay Registration Fees: The platform will guide you through the payment process for the registration fees. Make sure to complete this step to proceed.
6. Submit the Application: After filling out the form and uploading the documents, review everything to ensure accuracy, then submit your application.
7. Receive Confirmation: After submission, you should receive a confirmation email or notification regarding the status of your application.
8. Issuance of Certificate: If your application is approved, NOTAP will issue a registration certificate, which you can usually download from your account.

This online process streamlines registration and makes it easier for parties to manage their agreements.

 

During the review of technology transfer agreements, NOTAP typically looks for several common issues, including:

1. Compliance with Local Laws: NOTAP checks if the agreement adheres to Nigerian laws and regulations governing technology transfer and intellectual property.
2. Clarity of Terms: The agreement should clearly define the rights and obligations of both parties, including the scope of technology being transferred, payment terms, and duration.
3. National Interest: NOTAP assesses whether the technology transfer aligns with Nigeria’s national interests and development goals, ensuring that it contributes positively to the local economy.
4. Technology Verification: They may verify the authenticity and origin of the technology being transferred to ensure it is legitimate and properly documented.
5. Protection of Intellectual Property: The agreement should include provisions that protect the intellectual property rights of the technology provider and ensure that these rights are not infringed upon.
6. Potential for Local Development: NOTAP looks for agreements that have the potential to promote local capacity building, knowledge transfer, and technological advancement within Nigeria.

By addressing these issues, NOTAP aims to ensure that technology transfer agreements are beneficial and compliant with the country’s regulations.

 

Agreement Patterns

NOTAP (National Office for Technology Acquisition and Promotion) in Nigeria recognizes several agreement patterns for technology transfer. Here are the main ones:

1. Licensing Agreement: This allows one party to use the technology of another party under specified conditions, often involving royalties.
2. Joint Venture Agreement: Parties collaborate to create a new entity that utilizes the transferred technology, sharing both risks and profits.
3. Franchise Agreement: This involves granting rights to use a business model and technology, typically in exchange for fees or royalties.
4. Research and Development Agreement: This pattern focuses on collaborative efforts to develop new technologies or improve existing ones, with shared ownership of results.
5. Technical Assistance Agreement: One party provides technical support, training, or consultancy to another, facilitating the effective use of the technology.

 

Costs for Technology Transfer Agreements by NOTAP

The cost for a Technology Transfer Agreement (TTA) registration with the National Office for Technology Acquisition and Promotion (NOTAP) in Nigeria varies based on the contract value. Here’s a breakdown of the registration fees:

– Under ₦5 million: ₦100,000

– ₦5 million – ₦10 million: ₦150,000

– ₦10 million – ₦20 million: ₦250,000

– ₦20 million – ₦50 million: ₦500,000

– ₦50 million – ₦100 million: ₦1,000,000

– ₦100 million – ₦250 million: ₦1,250,000

– ₦250 million – ₦500 million: ₦1,500,000

– ₦500 million – ₦1 billion: ₦1,750,000

– ₦1 billion – ₦1.5 billion: ₦2,000,000

– ₦1.5 billion – ₦2 billion: ₦2,500,000

– ₦2 billion – ₦2.5 billion: ₦3,000,000

– ₦2.5 billion – ₦5 billion: ₦5,000,000

– ₦5 billion – ₦10 billion: ₦10,000,000

– Above ₦10 billion: ₦20,000,000

Additionally, there’s a presentation fee of ₦50,000, and a penalty fee of ₦100,000 for late submission

 

Conclusion

Successfully navigating Technology Transfer Agreements (TTAs) demands careful planning, regulatory compliance, and a well-defined business strategy. By leveraging TTAs, Nigerian businesses can tap into international expertise, accelerate technological progress, and stimulate industrial development.

Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading Corporate and Commercial full-service law firm in Nigeria offering advisory services to both local and foreign clients in the Intellectual Property, Fintech and Technology  sectors in Nigeria.

To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

Mobile: +234 803 826 7683 / +234 802 686 0247/ +234 814 198 3314

Introduction

Going public is a significant milestone for any private company, offering access to capital, increased visibility, and enhanced credibility. In Nigeria, the Nigerian Exchange Group (NGX) formerly The Nigerian Stock Exchange (NSE) provides a platform for companies to raise capital and trade their shares. However, navigating this complex process demands meticulous planning, from securing board and shareholder approval to complying with regulatory requirements stipulated by the Corporate Affairs Commission (CAC), Securities and Exchange Commission (SEC), and the Nigerian Exchange Group NGX. 

This guide outlines the requirements, costs, and steps involved in taking a private company public and listing on the NGX.

Regulatory Framework for a Private Company to go Public on the on the NGX

1. The CAMA provides the legislative framework for company registration, share restructuring, and corporate governance in Nigeria. This involves special resolution, minimum share capital requirements, mandatory disclosure and reporting requirements and appointments of external auditors for financial verification.
2. Compliance with SEC Regulations, file a prospectus and meet disclosure requirements.
3.  NGE Listing Rules: Companies must comply with specific listing rules regarding corporate governance, financial performance, and public float.

Differences between Private and Public Companies

The primary difference between private and public companies lies in their ownership structure and share transferability. A private company is typically owned by a small group of individuals, with restrictions on share transfers to the public. In contrast, a public company offers its shares for sale on a stock exchange, allowing the public to become shareholders.

Key Differences:

1. shareholders: Public companies can have an unlimited number of shareholders, whereas private companies are limited to a maximum of 50 shareholders, as stipulated in CAMA
2. Disclosure and Reporting: Public companies are subject to more stringent disclosure and reporting requirements, in compliance with CAMA, whereas private companies have less onerous reporting obligations.

These distinctions highlight the different regulatory requirements and ownership structures that apply to private and public companies in Nigeria

 

The benefits of Going Public in Nigeria

Transitioning from a private to a public company and listing on the Nigerian Exchange Group (NGX) offers numerous advantages, including:

1. Capital Raising: 
2. Liquidity for Shareholders
3. Enhanced Credibility
4. Increased transparency and accountability
5. Access to a wider investor base
6. Improved corporate governance
7. Enhanced visibility and brand recognition

By going public, Nigerian companies can unlock new opportunities for growth, expansion, and success.

Categories of Listing available on the NGX

NGX offers a range of listing options through its three boards, each designed to support companies at different stages of growth and development. By choosing the right board, you can access the capital and resources needed to drive your business forward

1. Growth board listing
2. Main board listing
3. Premium board listing 

 

The Step-by-Step Guide in converting a Private Company to a Public Company

Step 1: Board and Shareholder Approval 

The journey to becoming a public company begins with obtaining approval from the company’s board and shareholders. A special resolution must be passed by the shareholders to authorize the re-registration of the company as a public company.

 

Step 2: Compliance with the Corporate Affairs Commission (CAC) 

Following shareholder approval, the company must file an application with the CAC for re-registration as a public company. The application must include:

1. Amended Memorandum and Articles of Association (MEMART) reflecting the change
2. Special resolution from the shareholders
3. Any other required documents

 

Step 3: Restructuring the Company’s Share Capital 

To meet the requirements of a public company, the company may need to restructure its share capital. This involves increasing the issued share capital to a minimum of ₦2 million, which may require issuing additional shares or restructuring existing shares.

 

Step 4: Appointment of Advisors and Auditors 

To ensure a smooth transition, the company must appoint professionals to guide it through the legal, financial, and regulatory aspects of going public. This includes:

1. Financial Advisors: to assist with valuation and IPO structuring
2. Legal Advisors: to ensure compliance with CAMA, SEC, and NGX requirements
3. Auditors: to audit the company’s financial statements

 

Step 5: Filing an Initial Public Offering (IPO)

The company must file an IPO with the Securities and Exchange Commission (SEC), providing a prospectus that includes a detailed description of the company, its business model, and financial condition.

 

Step 6: Applying for NSE Listing

After initiating the IPO process, the company can apply for listing on the NSE. This involves submitting the company’s financial statements, business model, and governance structure to the NSE for review. The company must comply with NSE’s listing rules, including the minimum public float requirement. The NGX will review the company’s application and ensure that it meets all listing requirements. Once the NGX has approved the company’s application, it will be listed on the exchange. The company’s shares will be listed on the NGX, and trading will commence.

 

Costs Involved in Listing on the NGX

The costs involved in listing on the NGX can be significant and include:

1. Listing Fees: The NGX charges a listing fee, which varies depending on the type of listing and the company’s market capitalization.
2. Professional Fees: The company must pay fees to its professional advisers, including lawyers, accountants, and stockbrokers.
3. Marketing and Investor Relations: The company may incur costs related to marketing and investor relations, including the preparation of a prospectus and other listing documents.
4. Regulatory Fees: The company must pay fees to the Securities and Exchange Commission (SEC) and other regulatory bodies.

 

Conclusion

Listing on the NGX can provide a private company with access to capital, increased visibility, and enhanced credibility. However, the process involves significant costs and requirements. By understanding the requirements, costs, and process involved, companies can navigate the listing process more effectively and achieve a successful listing.

By Deborah Ogedengbe for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co. is a leading full-service law firm in Nigeria offering legal and advisory services to both local and foreign clients in the corporate, finance and capital market sectors of Nigeria.

 To see our service offerings, please contact us at [email protected] or visit www.adeolaoyinlade.com

 Mobile: +234 803 826 7683 / +234 802 686 0247