Introduction
Financial Technology (Fintech) is simply the use of innovative technology for financial transactions and services. Fintech and payment solution companies are major players in the financial sector providing digital financial business services such as, payment solutions, mobile payments, online payment gateways, digital savings and investment wallets and more. Examples in Nigeria are Piggyvest, Paystack, Paga, Opay, etc. The Central Bank of Nigeria (CBN) is the primary regulatory authority for the financial sector. CBN issues licences and prescribes guidelines that regulate financial institutions. Companies in the financial industry are required to obtain necessary applicable licences for their operations. However, licences to be obtained will depend on the services of the fintech. Categories of the CBN licensing include Switching and Processing; Mobile Money Operations; Payment Solution Services, Payment Solution Service Provider, Payment Terminal Service Provider, Super-Agent and Regulatory Sandbox.
This article will outline the CBN checklist of requirements for Fintech operational licences including:
• Switching and Processing Licence
• Mobile Money Operator (MMO) Licence
• Payment Solution Services (PSS) Licence
• Payment Solution Service Provider (PSSP) Licence
• Payment Terminal Service Provider (PTSP) Licence
• Super-Agent licence
• Regulatory Sand box

1. SWITCHING AND PROCESSING LICENCE
a. Incorporation documents;
b. Details of ownership and holding company structure (if applicable);
c. Tax Clearance Certificate (TCC) for 3 years (if applicable) and Taxpayers Identification Number (TIN) of the company;
d. Bank Verification Number (BVN), Curriculum Vitae (CV), and means of identification (ID) for the directors and top management (including one independent non-executive director, chairman, and managing director);
e. Business plan and product deployment methodology;
f. Requisite policies and framework;
g. Signed agreements with sub-agents, financial institutions, and business parties;
h. Evidence of payment card security certification and other relevant payment terminal certification.
i. Application fees etc.

2. MOBILE MONEY OPERATOR (MMO) LICENCE
a. TCC for three years (if applicable) and TIN of the company;
b. Details of ownership and holding company structure (if applicable);
c. Incorporation documents;
d. BVN, CV and means of ID of the directors and top management (including one independent non-executive director, chairman and managing director);
e. Business plan;
f. Requisite policies and framework;
g. Project deployment time; and
h. Signed agreements with its partners.
i. Application fees etc.

3. PAYMENT SOLUTION SERVICES (PSS) LICENCE
a. TCC for three years (if applicable) and TIN of the company;
b. Incorporation documents;
c. BVN, CV, and means of ID of the directors and top management (including one independent non-executive director, chairman, and managing director);
d. Requisite policies and framework;
e. Signed agreements with its sub-agents, financial institutions, and partners;
f. Minimum of 50 agents;
g. Evidence of payment card security certification and other relevant payment terminal certification; and
h. Project deployment methodology.
i. Application fees

4. PAYMENT TERMINAL SERVICE PROVIDER (PTSP) LICENCE
a. Tax Clearance Certificate (TCC) of three years (if applicable) and TIN of the company;
b. Incorporation documents;
c. BVN, CV, and means of ID of the directors and top management (including one independent non-executive director, chairman, and managing director);
d. Requisite policies and framework; and
e. Project deployment methodology.
f. Application fees etc.

5. PAYMENT SOLUTION SERVICE PROVIDER (PSSP) LICENCE
a. Tax Clearance Certificate (TCC) of three years (if applicable) and TIN of the company;
b. Incorporation documents;
c. BVN, CV, and means of ID of directors and top management (including one non-executive director, chairman, and managing director);
d. Signed agreements with its partners;
e. Requisite policies and framework; and
f. Evidence of payment card security certification and other relevant payment terminal certification.
g. Application fees etc.

6. REGULATORY SANDBOX
a. Incorporation documents;
b. Shareholding structure;
c. Project plan, business proposal, and
d. Outline of the strategy of the sandbox trial;
e. Evidence of patent rights (if applicable);
f. CV of directors and top management.
7. SUPER-AGENT LICENCE

Conclusion
Fintech and Payment solution providers in Nigeria must consider their specific services and carefully comply with the regulatory requirement for each licence to ensure that their businesses are in line with applicable laws and guidelines.

By Adeola Oyinlade & Co
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 circumstances.
Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in obtaining Fintech and payment solution licenses in Nigeria.
Need help? Kindly contact us using the details below:
Email: [email protected]
Mobile: +234 803 826 7683 / +234 802 686 0247

A digital bank is a technology banking system that provides virtual financial services. Digital banking has becoming very popular in Nigeria with the establishment of digital banks. These digital banks like Kuda, Vbank, and ALAT by Wema provide a seamless means of banking by allowing customers open accounts, request debit cards, transfer, savings, payment of bill, etc.

Generally, there is no specified licencing regime for digital banking mandated by the Central Bank of Nigeria (CBN) which is the body that regulates the financial sector in Nigeria. Proposed digital banking companies must choose one of the available financial licences such as, payment service bank licence, microfinance bank licence, commercial bank licence, and others. However digital banks are commonly incorporated as Microfinance Banks (MFBs) because of its advantage of being cheaper to start and it is malleable to fit a number of the product offerings.

Procedures for acquiring a Microfinance/digital bank licence are provided below:

• Formal application to the Governor of the CBN specifying the category of Microfinance bank to be registered

• Payment of non-refundable application fee to the CBN

• Grant of approval in Principle by the CBN within 3 months of application (a prerequisite for incorporation of the company)

• Incorporation of the microfinance bank with the Corporate Affairs Commission (microfinance bank must be added at the end of the company name)

• Submission of necessary documents to the CBN (CTC of incorporation documents, share certificate of shareholders, membership register, opening statement of affairs)

• Grant of operating licence by the CBN.

The above is only a general guide to the setting up of a digital bank in Nigeria, professional guidance is advised.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in setting up a digital bank in Nigeria.

Need help? Kindly contact us using the details below:

Email: [email protected]

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

Winding up of a company is the process by which the existence of a registered company comes to an end in accordance with statutory provisions. It is a process that allows members or shareholders of a company to appoint a liquidator to formally close down the company. Sections of the companies and Allied Matters Act, (CAMA) 2020 provide for winding up of a company. Under the Act, there are three modes of company winding up; by the court, voluntarily and subject to the supervision of the court. The Insolvency Regulation 2022 also govern the winding up of a company in Nigeria.

1. WINDING UP BY THE COURT

This is known as compulsory winding up of a company by the order of court. Where an application is brought before the court by way of a petition by any person entitled to present a winding up petition (usually; the company, creditor, contributory, trustee or personal representative, official receiver, the Commission), the court may order that a company be wound-up. The Federal High Court has exclusive jurisdiction of matters arising from the operations of companies incorporated under the Act.

Grounds when the court may order that a company be wound-up:

1. The company has by special resolution resolved that the company be wound up by the court
2. Default is made in delivering the statutory report to the Corporate Affairs Commission (CAC) or in holding the statutory meeting
3. The number of members is reduced below two
4. The company is unable to pay its debts
5. The court is of the opinion that it is just and equitable that the company should be wound-up.

• VOLUNTARY WINDING UP

This is the winding up of a company by itself through its shareholders or members. A company can voluntarily be wound up in two ways;

1. Members voluntary winding up
2. Creditors voluntary winding up

1. Members voluntary winding up

This is where a company is solvent, that is, still has more assets than liabilities to meet up with its obligations like paying off its debts, and its members or shareholders decide to wind up the company so that it can be dissolved. This may be on the ground that the company has satisfied its objectives or if the company is for a fixed duration or on the happening of an event. The remaining funds from its assets will then be distributed to the members.

• Creditors voluntary winding up

This is where the company is insolvent, that is, does not have assets enough to pay off its debts as at when due to its creditors. The directors and shareholders of the company on their own decide to voluntarily wind up the company to protect its creditors and minimize their loss. The creditors are involved in the process of the winding up. The directors are in control of the winding up and also appoint a liquidator who then makes statement reports and present to the creditors. The liquidator’s duties are first to the creditors and not to the directors.

• WINDING UP SUBJECT TO SUPERVISION OF COURT

This operates as a voluntary winding up following a special resolution by the company that the voluntary winding up be supervised by the court. On application to the court by way of petition the court may order that the voluntary winding up shall continue subject to the supervision of court. All procedures for voluntary winding up shall apply but with the supervision of the court and the court shall then be at liberty to appoint or remove liquidator on such terms as the court thinks just.

CONCLUSION

The process of winding up a company has effects and consequences on the structure of the company. Once the process is started the company ceases to carry on business until it is finally dissolved. The company may be struck out of the register by the Commission if it becomes defunct under section 692 of CAMA 2020.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in winding up of a company in Nigeria.

Need help? Kindly contact us using the details below:

Email: [email protected]

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

To successfully register Trademarks in Nigeria, the applicant seeking to register a trademark must appoint an Attorney-agent to file the application and represents the applicant all through the entire process.

As a first step is conducting a preliminary availability search of the proposed trademark and logo (if any), to ascertain the availability of the trademarks in their respective class(es) at the Trademarks Registry, Abuja in Nigeria.

 Upon confirmation of the availability of the Mark in the specified class, the Attorney-afent shall forward an Authorization of Agent Form (“Form 1”) permitting the agent to act on the applicant’s behalf. The execution of Form 1 basically authorizes Attorney, as agents of the Trademark Registry, to drive the application to conclusion.

While filing the Trademark (attaching the relevant documents) and subsequently, the Registry shall issue an Acknowledgement of filing showing the online application ID and all of the trademark information. Subsequently, the Registry’s Trademark Examiner shall further examine the application to ensure that same conforms to the requirement of the law.

Where the Examiner confirms the application, the Registrar shall issue an Acceptance Letter. However, where the application is not confirmed by the Registry’s Trademark Examiner, a Refusal Letter would be issued. In which case, the applicant has the option of applying for a formal hearing to contest the rejection within two months. Where there is no contest, the application is deemed withdrawn.

All accepted marks are thereafter sent to the Publication Unit of the Registry for Publication in the Trademark Journal within a period to be specified by the Registrar.

Thereafter, the published marks are open to opposition for a period of two months from the date of publication.   If no objections are received or sustained, the Registrar shall issue the applicant with a Certificate of Registration. The registration certificate will reflect the date of initial filing as date of registration.

Trademark registration can be complex. It is very important that Trademark’s applicant engages accredited agent with Trademark Registry to file the application and represents the applicant all through the entire process.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in Trademarks registration process.

Need help? Kindly contact us using the details below:

Email: [email protected]

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

There are several types of companies that can be set up in Nigeria depending on the intended purpose of establishment. However, the most commonly used or established company in Nigeria for profit oriented commercial operations are Private or Public companies wherein the liability of each member is limited by shares.

Below is the various type of legal entities that can be set up in Nigeria:

i.                     Company Limited by Shares, which is divided into private company limited by shares and public company limited by shares;

ii.                   Unlimited Company; and

iii.                 Company Limited by Guarantee.

The table below shows some considerations to be borne in mind when choosing what type of company to set up.

However, the most common vehicle that suits most business venture in Nigeria is a private limited liability company.

The basic requirements for the incorporation of a private limited liability company are outlined below:

1. Approval and reservation (for a period of 60 days) of the proposed name by the Corporate Affairs Commission (“CAC”). It is advisable to present two alternate names (in order of preference) in the event that the original name choice is not available at the conclusion of an availability of name search at the CAC. 

1. Filing of documents at the CAC upon successful reservation of proposed company name. The documents that will be required for filing are as follows:

1. Completed and executed Form CAC 1.1. To complete this form, the following details are required-:

a.       Registered office address of the Company;

b.       An e-mail address for the Company;

c.       Authorized share capital for the Company (please note that, where there is foreign participation in the directorship of the company, the company should be incorporated with a minimum authorized share capital of Ten Million Naira (N10,000,000.00) in order to meet a pre-condition for obtaining a business permit);

d.       Name, residential address, nationality, country of residence, ID Number and type, date of birth, gender, e-mail and phone number for each director; and

e.       Name, address, registration number and phone number of company secretary;

f.        Executed Memorandum and Articles of Association;

g.       Copies of means of identification for each director;

h.       Board resolution of corporate shareholders (if any); and

i.         Proficiency certification in respect of the business to be engaged in, as it is in a professional field.

By Adeola Oyinlade & Co

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 circumstances.

Adeola Oyinlade & Co provides help and offer advisory to both local and foreign clients in setting up a company in Nigeria at Corporate Affairs Commission (CAC).

Need help? Kindly contact us using the details below:

Email: [email protected]

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