Top Law Firms in Nigeria (info, career, intern, contact)

A Law firm is a business enterprise formed by one or more lawyers to render legal services to clients. The legal services rendered by a law firm signify the area of specialization of its incumbent lawyers.

In Nigeria, many law firms specialize in litigation, while others focus on corporate or commercial transactions. There are others, even, who may combine the aforementioned two.

Notably, there are numerous good law firms in Nigeria, contributing their quota to free flow of judicial and contractual dealings. What is business without the law? And what is the law without a lawyer?

Below are a few of the Law firms contributing massively in their areas of practice. This post supplies you with details got from their websites. For more information, feel free to contact them.

1. Aluko and Oyebode

Website: https://www.aluko-oyebode.com/

About

At Aluko & Oyebode, multi-national companies, local entrepreneurs and pro bono clients can expect the same level of world class legal services delivered with the highest ethical standards. As the largest full-service commercial law firm in Nigeria, we strive for excellence in everything we do. Clients come to us for our deep knowledge of Nigerian law as well as our breadth of international expertise – and an understanding of our clients’ industries that can only be borne of direct experience.

Founded in 1993, Aluko & Oyebode has over 80 attorneys in the major commercial centres of Nigeria – Lagos, Abuja and Port Harcourt.

Areas of Practice

Our practice areas encompass the full range of corporate and commercial legal services, including Banking; Capital Markets; Competition & Anti-Trust; Corporate Services; Governance, Risk and Compliance; Employment, Immigration and Incentives; Energy and Natural Resources; Financial Institutions Advisory; Infrastructure Finance and PPP; Intellectual Property; International Trade; Litigation, Dispute Resolution & Risk Management; etc.

Career

Open to LATERAL LAWYER CANDIDATES, LAW STUDENTS/INTERNSHIP PROGRAMMES, and PROFESSIONAL SERVICES STAFF.

We invite you to click on the link below to explore current open positions. Please submit your resume to: careers@aluko-oyebode.com. Your inquiry will be handled with the utmost confidentiality and professionalism. We look forward to hearing from you.

Current Opening: See: https://www.aluko-oyebode.com/careers/

Contact:

LAGOS

T +234 1 462 8360-71
F +44 207 681 3402

1, Murtala Muhammed Drive
(formerly Bank Road)
Ikoyi, Lagos, Nigeria

Postal Address:
P.O. Box 2293
Marina
Lagos, Nigeria

PORT HARCOURT

T +234 703 192 2607
F +44 207 681 3402

3rd Floor, Plot 173,
Sani Abacha Road
GRA Phase III, Port Harcourt
Rivers State, Nigeria

Postal Address:
P.O. Box 3932,
Trans Amadi Post Office
Trans Amadi
Port Harcourt, Nigeria

ABUJA

T +234 9 292 1083
F +44 207 681 3402

Afri Investment House
2nd Floor, Right Wing No. 50,
Aguiyi Ironsi Street
Maitama, Abuja

2. Banwo & Ighodalo

Website: https://www.banwo-ighodalo.com/

About:

Banwo & Ighodalo is structured as a partnership and is a fairly large-sized Nigerian firm, presently comprising, over Seventy (70) Solicitors. We undertake work for public and private companies, governments, Nigerian and foreign investors, financial institutions, foreign law firms and international consultancy firms. Our lawyers are often called upon to serve as resource persons at local and international seminars/workshops and as public and private sector office holders and advisers.

Practice areas:

We are consistently ranked as a leading Nigerian law firm in the areas of Capital Markets, Securities, Mergers & Acquisitions; Corporate Finance & Restructuring, Project Finance and Foreign Investment & Divestments and one of the top five law firms in Shipping, Aviation & International Trade, Energy & Natural Resources and Intellectual Property. We also have a tested and dependable track record in Commercial Litigation.

Career:

We have career opportunities for lawyers and skilled non-lawyers who embody passion, excellence, relationships, out-of-the-box thinking and enterprise. These are the values we hold dear at Banwo & Ighodalo.

Interested in joining us, but not sure where to start? You can also check out our people and practices to learn more. Click here to submit your details.

Internship:

B&I’s Internship Program is a four-week program, offering positions to exceptional students. The program entails immersion in our typical daily work; including trainings, presentations, and social events. Interns will be challenged to stretch themselves intellectually, gaining hands-on experience that will foster personal, professional and career development.

Contact:

48, Awolowo Road, South West Ikoyi, Lagos, Nigeria.
+23412520795; +234 8139841360; +234 8139841361;
+234 8139841362; +234 8139841363

Afri Investment House,
50 Aguiyi Ironsi Street, Maitama, Abuja
09-2912127

banwigho@banwo-ighodalo.com

3. Udo Udoma & Bello Osagie

Website: https://www.uubo.org/

About:

UUBO was founded by Senator Udoma Udo Udoma, as Udo Udoma & Co., in 1983. It has since evolved from its initial focus on oil and gas matters into a fifteen-partner, multi-specialisation full service firm geared to facilitate corporate and commercial business in Nigeria and Africa across its 19 practice areas.

The firm’s corporate practice is supported by a dedicated litigation and alternative dispute resolution team, and also by a company secretarial department, Alsec Nominees Limited, which provides a full range of company secretarial services.

Practice areas:

Our goal is to remain a preferred firm for facilitating corporate and commercial transactions and resolving disputes of every description in the rapidly changing world of Nigerian and African business and finance across our specialisations and practice areas.

Aviation, Intellectual Property, Banking and Finance, (Mergers, Acquisitions and Restructuring), Business Establishment and Cooperate Immigration, Mining, Capital Markets, Mining, Oil and Gas, Real Estate, Tax, Fintech, Dispute Resolution etc.

Careers

If you are interested in applying for an Associate or Senior Associate position with the firm, please submit a typed cover letter, resume or transcript to: recruitment@uubo.org

If your application meets our current hiring needs, we will contact you to schedule a preliminary interview. We would prefer that as a minimum qualification, applicants should have attained at least a Second Class degree both at University and at Law School, as we feel that this will enable them to assume fully the intellectual challenges of working with the firm.

Contact:

LAGOS OFFICE
St Nicholas House, (10th, 12th & 13th Floors),
Catholic Mission Street, Lagos,
Nigeria.

T: +234 1 2774920, 2774921, 2774922, 2719811, 2719812, 2719813
E: uubo@uubo.org
F: +234 1 4622311
W: www.uubo.org

PORT HARCOURT OFFICE
16, Khana Street, D-Line,
Port Harcourt, Rivers State,
Nigeria.

T: +234 (0) 9093710785
E: uubo@uubo.org
F: +234 1 4622311
W: www.uubo.org

Abia House, 2nd Floor,
Plot 979, 1st Avenue,
Off Ahmadu Bello Way,
Cadastral Zone A0,
Central Business District,
Federal Capital Territory Abuja,
Nigeria.

T: +234 9 2909151
E: uubo@uubo.org
F: +234 1 4622311
W: www.uubo.org

4. Olaniwun Ajayi LP

Website: https://www.olaniwunajayi.net/

About:

Olaniwun Ajayi has in nearly 60 years distinguished itself as the leading Nigerian commercial law firm. Here, we provide bespoke, client-focused services, and are driven by the need for excellence in all we do.

With a team of over 100 lawyers, including multiple Silks, and a broad range of service offerings across virtually all the sectors of the economy, we are able to assist our clients to navigate the complexities that may arise in their businesses and help achieve desired outcomes.

Practice area:

Over six decades, Olaniwun Ajayi has established a sterling reputation for a wide range of corporate, commercial and contentious work.

Our clients tap from the experience and expertise of our lawyers on complex transactions, high-stakes mergers and acquisitions, capital markets activities, intellectual property rights, regulatory compliance, tax issues, and virtually every other type of legal matter that can impact the modern business or institution.

Careers:

A career at Olaniwun Ajayi carries a few promises. You will not be bored. You will face problems you haven’t seen before. You’ll meet interesting and friendly people, and you’ll always work in teams. You’ll need to show an exceptional willingness to pitch in to get the job done.

If would like to join our Legal or Business Services team, please send your CV to us at recruitment@olaniwunajayi.net.

Contact:

Lagos: The Adunola, Plot L2, 401 Close,
Banana Island, Ikoyi, Lagos, Nigeria.

Abuja: 4th Floor Leadway House Plot 1061, Cadastral Avenue, Central Business District,
Abuja, Nigeria.

Portharcourt: Flat 5, BICS Suites, 25 Herbert Macaulay Street, Old GRA, Port Harcourt,
Nigeria.

LAWYERS@OLANIWUNAJAYI.NET
+234-1-270-2551, 0700-OLANIWUN
OLANIWUNLAWYERS@OLANIWUNAJAYI.NET

5. AELEX

Website: https://www.aelex.com/

About:

ǼLEX is a leading Commercial & Dispute Resolution law firm. We are one of the largest full-service law firms in West Africa with offices in Lagos, Port Harcourt and Abuja in Nigeria and Accra, Ghana.

Practice areas:

We provide legal services involving commercial practice areas that cover a broad spectrum of matters relating to Project Finance, Litigation & Arbitration, Oil & Gas, Agriculture, Capital Market & Securities Law, Power, Tax Law, International Trade Law, Securities Law, Energy & Infrastructure, Banking & Finance Law, Aviation & Maritime Law, Intellectual Property Law, Technology Law, Telecommunications Law, Media & Entertainment and Financial Technology.

Careers:

We are looking for lawyers with strong academic achievements, confident legal skills and excellent communication skills.

To apply for a position, please click here.

Secondary School and Undergraduate Internship

Considering a career in Law? Our internship programme provides just the right exposure to legal matters, legal research and client advisory that relates to our various practice areas.

To apply, click here.

Contact:

LAGOS

4th Floor, Marble House, 1 Kingsway Road, Falomo Ikoyi, Lagos, Nigeria.
Telephone: (+234-1) 4617321-3, 2793367-8, 7406533 (+234 703 413 6930),
Facsimile: (+234-1) 4617092
E-mail: lagos@aelex.com

ABUJA

4th Floor, Adamawa Plaza, Off Shehu Shagari Way, Central Business District, FCT Abuja.
Telephone: (+234) 705 029 1874; 806 931 3453
E-mail: abuja@aelex.com

PORT HARCOURT

2nd Floor, Right Wing UPDC Building, 26 Aba Road, Port Harcourt, Rivers State, Nigeria.
Telephone: (+234) 9033150806, 8113332825,
Facsimile: (+234-84) 464516
E-mail: portharcourt@aelex.com

ACCRA

Suite C, Casa Maria, 28 Angola Road, Kuku Hill
P.M.B CT 72, Cantonments, Accra, Ghana
Telephone: (+233-0302) 224846, 224824, 0508 976288, 0508 675958
Email: accra@aelex.com

6. Templars

Website: https://www.templars-law.com/

About:

Templars is a full service law firm with the know-­how to handle the legal needs of clients in Nigeria’s peculiar business environment.

With offices in the cosmopolitan cities of Lagos and Abuja, Templars is strategically placed to offer top quality legal services to our clients in the major economic hubs of the country.

Practice areas:

At Templars, we pride ourselves on our sector strengths which cover diverse areas of the law including Corporate and Commercial, Energy and Natural Resources, Telecommunications, Foreign Investment, Shipping and Maritime, Aviation, Taxation, Commercial Litigation, Alternative Dispute Resolution and Project Finance.

Careers:

We welcome applications from hardworking and self-motivated lawyers who want to be part of a leading law firm.  To apply, please send your CV and a covering letter to careers@templars-law.com.

Contact:

LAGOS OFFICE

Templars
The Octagon
13A, A. J. Marinho Drive
P.O. Box 72252

Victoria Island
Lagos, Nigeria +234 1 270 3982
+234 1 279 9396

Fax: +234 1 2712 810

ABUJA OFFICE

Templars6, Usuma CloseOff Gana Street
Maitama
Abuja FCT, Nigeria

+ 234 9 291 1760

 +234 1 271 2810

info@templars-law.com, communications@templars-law.com

7. SPA Ajibade & Co

Website: https://spaajibade.com/

About:

S.P.A. Ajibade & Co. is a leading Corporate and Commercial Law firm based in Nigeria. Established in 1967, it has been at the forefront of developments in commercial practice in Nigeria and has continuously rendered sound technical advice and tailored customer solutions to its local and international partners. To our clients, S.P.A. Ajibade & Co. is a reliable partner and trusted counsel in various transactions and dispute resolution processes. We see our duty to our client as that of not just providing excellent technical advice, but also providing solutions that address and enhance a client’s purpose and business objective.

Practice areas:

Dispute Resolution, Intellectual Property & Technology, Corporate Finance & Capital Markets, Corporate Governance & Company Secretarial Services, Real Estate & Succession, Taxation, Privacy & Data Protection, Energy & Natural Resources, Telecommunication.

Careers:

At S. P. A. Ajibade & Co., we are always interested in talented and motivated professionals who bring fresh ideas and creative solutions.

If you are interested in joining our dynamic team, please submit your application with your resume to hr@spaajibade.com.

NYSC

We take candidates under the National Youth Service Youth Corps (NYSC) as Trainees.

If you are interested in joining our dynamic team, please submit your application with your resume to hr@spaajibade.com.

Internship

Our internship programme is open to secondary school students, undergraduates and graduates who are interested in a career in the legal industry. Interns are introduced to practical aspects of law and law office management.

The internship periods run between one week and eight weeks. Our fixed period for longer-term internships must be undertaken between July – September of each year, whilst short term internships are on a rolling basis throughout the year.

Qualification:

High school students must have completed their first year in senior secondary school (or its equivalent), whilst undergraduates must be in good academic standing. An undergraduate must indicate his/her cumulative grade point average (CGPA) as at the end of his/her last semester.

Interested students or graduates should please submit applications with resumes not exceeding two pages to hr@spaajibade.com.

Contact:

Lagos Office

Suite 201, SPAACO House,
27A Macarthy Street, Onikan.
P. O. Box 80373, Lafiaji, Lagos.

+234 1 4605091; +234 1 2703009
Fax: +234 1 4605092

lagosoffice@spaajibade.com

Ibadan Office

Top Floor Suite, SPAACO House
138, Liberty Stadium Road
P. O. Box 151 Ibadan.

+234 2 7511717; +234 2 8721711

ibadanoffice@spaajibade.com

Abuja Office

Suite A312, Garki Mall
Plot 1580, Damaturu Crescent
Off Kabo Street, Garki II, FCT, Abuja.

 +234 909 481 9809

abujaoffice@spaajibade.com


There you have it! Some of the top law firms in Nigeria. There are more, many more.

CAC Registration in Nigeria: Company, Business Name, TIN (+Lawyer)

CAC REGISTRATION IN NIGERIA

Want to know about CAC registrations in Nigeria? Company incorporation, Business name, TIN, Incorporated Trustee etc.? Stick with me!

We have recommended a verified lawyer for you.

The Corporate Affairs Commission (CAC) is an independent body. It is saddled with the responsibility of regulating the formation and management of companies, businesses, churches, mosques and non-governmental organizations.

Starting or developing business in a foreign land may be discouraging since you are not familiar with the way things are done there. But when it comes to Nigeria, the process is fairly straightforward. Entrepreneurs or investors find it very easy to set up their businesses or company in Nigeria as it requires little or no stress at all.

Below is a sample of CAC incorporation certificate. Contact our recommended lawyer on WhatsApp to get yours done. Or call 08133354407 or email mercyasakejesu@gmail.com.

CAC registration sample
CAC registration sample

Follow this article to the end as it will help in enlightening you about CAC registration in Nigeria.

Company Registration

Here are the steps to registering a company in Nigeria.

1. Company Name

The first step to company registration is getting the name of your company registered with the corporate affairs commission. This commission will therefore help you to check if the name is available. But cases in which the name has already been in existence, confusing or includes words that are mostly used by government organizations, the name can be rejected.

However, submission of two names for your business can be advised just in case one has already been taken, the other will be available. This will save you from unnecessary stress and story that touches the heart.

2. Prepare the Memorandum Of Association (MOA)

Here, the involvement of a legal practitioner will be of great help. He/she is the best qualified person that can help in preparing your MOA (Memorandum Of Association) and other documents that has to do with the objectives of the company you intend to register.

He is expected to know the names of those who has shares in the company, Carry out thorough investigation on each shareholders or directors and be sure no one has any criminal record, must be of sound mind and must be above eighteen years of age. Each of them will then be properly inspected by the corporate affairs commission through the means of identification provided.

3. The Pre-registration Form

There’s a form you are required to fill by the CAC. In this form you will mention all important details about your company and submit it again to the commission together with all necessary documents.

This particular process can possibly be made easy by the lawyer in charge.

4. Filling fee and stamp duty payment

Before an applicant can get his/her Memorandum and Articles of Association with some of the incorporation forms stamped, he must make payment through a designated bank into the Federal Inland Revenue Services.

Then after the payment, the stamped forms and documents will be submitted to the corporate affairs commission.

The returning of the Certificate of Incorporation to the applicant may likely take up to six weeks from the date of submission.

5. Prepare the scanned copy of your documents

At this level, the signed scan copy of your pre- registration forms and documents mentioned in third step will be prepared and further uploaded online for processing. It can take the format below:

  • Form CAC1.1
  • MAA ( Memorandum and Articles of Association)
  • Identification forms of subscriber(s)/Director(s) and shareholder(s) recognized by CAC
  • Evidence of payments made to the corporate affairs commission.

6. Submission of the Original documents

The submission of the original documents is the final step to take in registering your company i.e you are to submit all the originals of the documents scanned in step v.

  • Requirements for company registration
  • Your lawyer’s statement of compliance
  • Necessary documents to register a company in Nigeria
  • Memorandum and Articles of Association
  • Evidence/receipt of your stamp duties payment
  • portfolios, particulars and list of the initial subscribers of your company
  • notice of your business registered address
  • The number of the members of your company may range between 2 to 50
  • The age of your company members must not be below 18 years of age
    Note, your company can’t be registered if any of your members are disqualified by CAMA or of unsound mind.

Business Name Registration

Business name registration entails the submission of your business name to the state so as to get it on their list of business names.

Reasons why you should get your business name registered with CAC

i. Registering your business name save you from losing your personal assets i.e your incorporated business is deemed by law to be a complete separate legal entity and by implication, you cannot not be held responsible for the debts owed by your business unless you had personally guaranteed the debt/loan. In other words, your personal assets can’t be seized to repay your company’s debt.

ii. The rapid growth and expansion of your business is dependent on the resources available. You can easily attract or raise money for your business from investors or government when your business name is registered. This shows the investors that you already have a formal structure in place as no one will be willing to invest in an unregistered business.

iii. The incorporation of your business gives it reputation and respect. It can also suggest that you business has reached a certain level of recognition and prominence. It also portrays your business as one with effective, efficient and responsible management and this automatically gives your clients or customers some sense of trust or certainty.

iv. Incorporation of your business gives it an unlimited life span i.e even the death of the owner or change in ownership of the business does no affect the continual existence of the business. The only circumstance under which the existence of a company can be affected is if it is formally shut down by the order of the law court. This claim proves a company to be a complete legal entity. In a nut shell, incorporation of business allows it to live longer than you and many generations.

v. Once you register your business with the Corporate Affairs Commission, you’re save from having any problem in the future regarding your business name because it’s the responsibility of the CAC to see to it that your business name is protected and cannot be used by any organization or company across the country. In other words, the incorporating your business make it distinct from other companies in Nigeria.

Here are the steps to register a business name with CAC:

  • Make a choice of your business name and check for it availability/ accessibility
  • Your pre- registration form must be filled properly
  • Your filling fee must be paid
  • All necessary documents must be ready for upload
  • Originals of your documents will be submitted to the CAC.

It’s worthy of note that having a business name is one of the most important thing in setting up a business. Even if you are not sure of the legal form you want to use, as long as you have a name in mind, register it. You can always change your mind when you have the full picture of the business, but the registration will protect your name from any unauthorized use.

TIN registration

Taxpayer Identification Number (TIN) is a unique number set aside or earmarked to identify an individual or company as an appropriate registered taxpayer in Nigeria.

The Nigeria law states that apart from incorporation with the Corporate Affairs Commission, every company is to register for tax purposes.

The following are steps to be taken in order to get your TIN registration done online:

Stage 1: visit the joint tax board portal.

Stage 2: input your date of birth

Stage 3: input your preferred search means either BVN, NIN or registered number.

Stage 4: input the digit of the search means you chose in the previous stage. For instance. If you chose NIN in stage 3: enter your NIN digit.

Stage 5: Verify that you are not a robot by clicking the reCAPTCHA box.

Stage 6: Click the search button to get your TIN

Church/Mosque/NGO

To start with, you need to make a choice of the name of the particular church, Mosque or NGO and be sure that the name you’ve chosen is accessible and has not been used by anyone.

Also bear in mind that you will be ask for the type of business. Since churches, mosques and non-governmental organizations fall under this category, you are expected to use incorporated trustees.

Secondly, you will set up a board of trustees that will stand in as shareholders/directors. This board of trustees are usually saddled with the responsibility of managing the administration of the church or mosque. They also monitors the church, mosques or NGO’s adherence to law and regulation.

More so, immediately the Corporate Affairs Commission (CAC) approve the chosen name, then the next line of action is to publish the approved name of the church or mosque in at least three(3) newspaper in the country. It is necessary that at least one out of the three newspaper must be somewhere close to the church or mosque area.
Lastly, one major question you will be asked is ‘what are the aims and objectives of the church, mosque or the NGO you are setting up’ so you must have the answers ready.

The members of the board of trustees are also expected to fill their forms correctly and be sure that all their personal information required are carefully included. Moreover, the application form is to be submitted with the following attachment:

– Two passport photographs of the board of trustees

– applicant letter

– Originals of the published newspaper

– 2 copies of the NGO’S Constitution

– memo of the meeting where the trustees were appointed and so on…

Conclusion

CAC Registration is an important legal requirement of setting up either businesses, churches, mosques or NGO. The truth is that, investors will only be interested in a well registered company. Therefore, for an entrepreneur to qualify for certain benefits either from investor or government, it has to be registered as a company.


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Criminal Liability of Corporate Entities (Companies) in Nigeria – Inioluwa Olaposi

Criminal Liability of Corporate Entities in Nigeria and Other Jurisdictions

Previously at Common law, it was believed that corporate entities cannot be liable for criminal offences, because they lack any mental calculations for the satisfaction of mens rea, neither can they be subjected to imprisonment of corporal punishment. Corporate entities were only criminally liable for acts of nonfeasance. Later, it was extended to misfeasance acts.

However, presently under common law, corporate entities are liable for acts involving criminal liabilities with limitation to acts like assault, manslaughter, murder, and rape. According to Stephen Griffin in Griffith v. Strudebraker, (1924), “a corporate entity may not be convicted of murder or manslaughter as the sentence for that offence, namely, a mandatory penalty of death or life imprisonment respectively, is incapable of being imposed against an artificial entity.”

Also, Stable J. in Moore v. Brestlet ltd (1944) states as follows, “….perjury and offence which cannot be vicariously committed or bigamy…..offences of which murder is an example, where the only punishment the court can impose is corporal, the basis of which the exception rests being that the court will not stultify itself by embarking on a trial in which if a verdict of guilty is returned, no effective order by way of sentence can be made.”

Furthermore, in the words of Smith and Hogan (2002), “Since a corporation is a creature of law, it can only do such acts as it is legally empowered to do, so that any crime is necessarily ultra vires and the corporation having neither body nor mind, cannot perform the acts or form the intent which are prerequisite of criminal liability.”

The Nigerian legal system, as fashioned in line with the English system, adopts the common law position to the effect that corporations can be criminally liable but not for all offences.

It is noteworthy that it is difficult to say if the Criminal or Penal Code of Nigeria contains any explicit provision in relation to the process of enforcing criminal liability on corporate entities.

In Attorney-General (Eastern Nigeria) v. Amalgamated Press the court, per Ainley, CJ., stated that a company cannot be charged with an offence for which imprisonment is the only available punishment. However, there are only few punishments which are strictly fixed by law. Therefore, the court has applied the payment of a fine as an alternative in many cases. (Thus, in R v. Service Press Ltd, the court imposed a fine for the punishment of contempt of court, in place of imprisonment.)

See also: Corporate Liability in civil matters (Nigeria)

Statutory Liability

While the common law doctrines of vicarious liability and identification theory are applicable in Nigeria, the state of criminal liability of corporate entities is better approached from the standpoint of statutory liabilities.

There are many statutes in Nigeria, both of federal and state legislations, that impose liability on corporate entities. Such statutory-created offences are often strict liability offences – i.e. they allow the acquisition of criminal liability without the need to prove any fault on the part of the committer.

Such statutes include the Food and Drug Act; Standard Organization of Nigerian Act; Dangerous Drug Act, The Consumer Protection Council Act, The Environmental Sanitation Edict of Edo State, Oil in Navigable Waters Act, etc.

In such a way as analyzed by the facts under discussion, a company can be found guilty of a criminal offence in Nigeria. Therefore, in R v Zik Press (1947) a corporate entity was found guilty of an offence of contravening Section 51(1)(c) of the Nigerian Criminal Code Act. Similarly, in Mandilas & Karaberis v. COP (1958), a corporation was convicted of the offence of stealing by conversion under sections 390 and 383 of the Nigerian Criminal Code Act.

Other Jurisdictions

Nigeria is not alone in this imbroglio. Other jurisdictions are also providing ways of dealing with this challenge.

In the United Kingdom, companies are made liable for the offence of manslaughter associated with gross negligence through the promulgation of the Corporate Manslaughter and Corporate Homicide Act (CMCHA) 2007. Also, this act seeks to provide for the prosecution of companies when there are fatal consequences resulting from gross failure in the organization, particularly in relation to the management of health and safety.

The principle of criminal liability under the federal laws of the United States of America is based on the doctrine of respondeat superior or vicarious liability and aggregation doctrine. In United States v. Hilton Hotels Corporation, the court relied on the respondeat superior doctrine in arriving at its decision. This principle is such that the action of an employee – within the scope of his employment – is taken directly as that of the corporation. Therefore, the company is liable if the employee commits a crime.

Conclusion

Corporate crimes exist, and they are committed like ‘private’ crimes. The determination of liability of corporate entities is dependent on the available laws of any jurisdiction.

In the Nigerian scenario, it is difficult to affirm that the major statutes of criminal enquiries – i.e. the Criminal and Penal codes, contain any solution to the challenge of determining the culpability of companies in criminal matters. In the light of this, we must resort to particular statutory liabilities for such a determination.

However, it is recommended, in view of the prominent disasters including petroleum oil pipe and gas explosions, sea disasters, and collapsed buildings, that the Nigerian state should introduce an offence of corporate manslaughter, to ensure more preservation of lives and properties going forward.

Osun High Court (Civil) Rules 2008 (as amended) PDF

Osun State High Court (Civil Procedure) Rules 2008 (as amended) PDF

Date of commencement: 2ND DAY OF JANUARY, 2008.

In exercise of the powers conferred on me by section 274 of the Constitution of the
Federal Republic of Nigeria 1999, and of all other powers enabling me in that behalf I, Hon, Justice FASASI OLANIYI OGUNSOLA, (OFR) Chief Judge of the High Court of
Osun State of Nigeria, hereby make the following Rules:

Download PDF

Orders

(Order 1) Application and Interpretation
(Order 2) Place of Instituting and Trial of Suits
(Order 3) Form and Commencement of Action
(Order 4) Indorsement of Claim and of Address
(Order 5) Effect of Non-Complaince
(Order 6) Issue of Originating Process
(Order 7) Service of Originating Process
(Order 8) Service Out of Nigeria and Service of Foreign Process
(Order 9) Appearances
(Order 10) Default of Appearance
(Order 11) Summary Judgement
(Order 12) Application for Account
(Order 13) Parties Generally
(Order 14) Joinder of Causes of Action
(Order 15) Pleadings
(Order 16) Statement
(Order 17) Defence and Counter-Claim
(Order 18) Reply
(Order 19) Admissions
(Order 20) Default of Pleadings
(Order 21) Payment into and Out of Court
(Order 22) Proceedings in Lieu of Demurrer
(Order 23) Discontinuance
(Order 24) Amendment
(Order 25) Pre-trial Conferences and Scheduling
(Order 26) Discovery and Inspection
(Order 27) Issues, Inquiries, Accounts and References to Referees
(Order 28) Special Case
(Order 29) Cause Lists
(Order 30) Proceeding at Trial
(Order 31) Filing of Written Address
(Order 32) Evidence Generally
(Order 33) Affidavits
(Order 34) Non-Suit
(Order 35) Judgement, Entry of Judgement
(Order 36) Drawing up of Orders
(Order 37) Transfers and Consolidation
(Order 38) Interlocutory Orders, etc.
(Order 39) Motions and Other Applications
(Order 40) Application for Judicial Review
(Order 41) Jurisdiction of Chief Registrar
(Order 42) Habeas Corpus, Attachment for Contempt
(Order 43) Interpleader
(Order 44) Computation of Time
(Order 45) Miscellaneous Provisions
(Order 46) Arrest of Absconding Defendant
(Order 47) Proceedings in Forma Pauperis
(Order 48) Change of Legal Practitioner
(Order 49) Costs
(Order 50) Business in Chambers
(Order 51) Foreclosure and Redemption
(Order 52) Summons to Proceed
(Order 53) Summary Proceedings for Possesstion of Landed Property Occupied by
Squatters or Without the Owner’s Consent
(Order 54) Stay of Execution Pending Appeal
(Order 55) Probate and Administration
Regulating regarding fees

Forms

FORM 1 – General Form of Writ of Summons
FORM 2 – Writ for Service out of the jurisdiction
FORM 3 – General Form or Originating Summons
FORM 4 – Originating Summons under (0.3. r. 8 (1))
FORM 5 – Forms of ex-parte Originating Summons
FORM 6 – Form of Memorandum for Renewed Originating Process
FORM 7 – Requests to Minister of Foreign Affairs to transmit Writ to Foreign
Government
FORM 8 – Request for service Abroad (Title as in Form No.4)
FORM 9 – Letter Forwarding Request for Substituted Service
FORM 10 – Request to Minister of Foreign Affairs to transmit Notice of writ to a
Foreign Government.
FORM 11 – Memorandum of Appearance
FORM 12 – Notice of Counterclaim
FORM 13 – Concession to Defence
FORM 14 – Notice of Payment into Court
FORM 15 – Acceptance of Sum paid into Court
FORM 16 – Acceptance of Sum paid into Court By one of Several Defendant
FORM 17 – Hearing Notice for Pre-Trial Conference
FORM 18 – Pre-Trial Information Sheet
FORM 19 – Interrogatories
FORM 20 – Answer to interrogatories
FORM 21 – Affidavit as to Documents
FORM 22 – Form of order for Accounts and Inquiries
FORM 23 – Legal Practitioner’s Undertaking as to Expenses
FORM 24 – Letter of Request to take Evidence Abroad
FORM 25 – Order of Appointment of the Nigeria Diplomatic Agent As Special
Examiner (in Convention Country)
FORM 26 – Form of Praecipe (0. 32. r. 20)
FORM 27 – Subpoena and Testificandum
FORM 28 – Habeas Corpus Ad Testificandum
FORM 29 – Subpoena duces Tecum
FORM 30 – Form of Guarantee for the Acts and Defaults of a Receiver
FORM 31 – Receiver’s Security by Undertaking
FORM 32 – Receiver’s Account
FORM 33 – Affidavit Verifying Receiver’s Account
FORM 34 – Certificate of the Chief Registrar
FORM 35 – Order for Payment of Principal Money or Interest secured by Mortgage or
charge
FORM 36 – Order for Possession of Property forming a security for payment to the
Claimant of any principal Money
or Interest
FORM 37 – Order for Payment of Principal Money- or Interest Secured by Mortgage
or charge and for Possession of
Property comprised therein
FORM 38 – Originating Summons for Possession
FORM 39 – Order for Possession

Probate Forms

PROBATE FORM 1 (0. 55. R. 35(3)) Surety’s Guarantee
PROBATE FORM 2 (0. 55. r. 69(3)c)) Surety’s Guarantee on Application for resealing
PROBATE FORM 3 (0. 55. r. 71 (3) Notice to Prohibit Grant
PROBATE FORM 4 (0. 55. r. 71 (4) Caveat
PROBATE FORM 5 (0. 55. r. 71 (8) Warning to Caveator
PROBATE FORM 6 (0. 55. R. 71 (9) Appearance to Warning/Citation
PROBATE FORM 7 (0. 55. R. 82(1)) Notice of Election to redeem Life Interest

Criminal Liability in Nigeria (Actus Reus, Mens Rea) – Inioluwa Olaposi

Criminal Liability in Nigeria

Generally speaking, an offence is made up of two elements, required for commission and liability. These are the physical element (actus reus) and mental element (mens rea).

Although the later may refer to two concepts – men rea as an element of an offence to be proven for culpability in every offence, or the English doctrine of mens rea which is a rule of statutory interpretation or criminal liability.

The physical element of an offence is quite straightforward and easy to ascertain. It is objective, rather than the mental element, which is subjective. Actus reus may be an act or omission of the offender, or even the consequence of the actions done. In the offence of stealing, for example, taking possession of an unowned object is an act that constitute the actus reus of the offence.

Section 515 of the Nigerian Criminal Code recognizes the neglect to prevent the commission of a felony as an offence punishable by two years imprisonment. This is a clear case of an omission. Also, in the offence of murder, it is the death of the victim – which is a consequential effect of the real actions of the offender e.g. shooting – that amounts to the real actus reus of the offence. This is a case of causation.

The English doctrine of mens rea, applicable in Nigeria, emphasizes that unless as expressly provided by statute, the guilty mind of an offender must be proven for culpability. In other words, unless otherwise provided, the definition of any crime requires the fulfillment of a mental element for liability. According to Lord Reid, “whenever a section is silent as to mens rea, there is a presumption that, in order to give effect to the will of parliament, we must read in words appropriate to require mens rea.”

The recognizable level of culpability to an offence is dependent on the form of mental element involved. The Model Penal Code, of the United States of America, defines four levels of culpability, namely: purposely, knowingly, recklessly, and negligently. Additionally, the authors – Okonkwo and Naish – noted five levels namely: intention, recklessly, negligently, accident, and unconsciousness. In the later, the different levels are categorized based mainly on the foresightedness and desire of the offender.

If the offender foresaw the crime and desired it, then he was ‘intentional’. If he foresaw it, but did not desire it, he was ‘reckless’. A negligent offender did not foresee the criminal consequence of his action, even though he could reasonably have. While an accident is an event that was neither foreseen nor desired by anybody. An unconscious offender is in a state of automatism.
The English doctrine of mens rea is not as straightforward as it seems, as this can be seen in similar cases of R v. Hibbert and R v. Prince, as well as R v. Tolson and R v. Wheat and Stocks.

The Nigerian Criminal and Penal Codes on Criminal Liability

It has been argued that there exists no reason why mens rea in its English doctrine form should still be applicable in Nigeria, particularly in the Southern region of the country, because the mental requirement of criminal liability is adequately provided for the Nigerian Criminal Code Act.

The local provision of Nigerian law could replace the English doctrine like section 7 of the Evidence Act has done to the common law doctrine of res gestae. (The res gestae of a crime includes the immediate area and all occurrences and statements immediately after the crime)

The whole of Chapter V of the Criminal code is directed towards the issue of the determination of criminal liability. The chapter elucidates on general defenses like insanity, intoxication, immaturity, Bona fide claim of right, etc. However, significant provisions as to intention and mistake can be seen in Section 24 and 25.

First paragraph of Section 24 provides, “Subject to the express provisions of this Code relating to negligent acts and omissions, a person is not criminally responsible for an act or omission which occurs independently of the exercise of his will, or for an event which occurs by accident.”

Clearly, the Criminal Code Act prohibits the endorsement of criminal responsibility on a person who did not act willfully, or in the case of an event which occurs by accident. In other words, unless as otherwise provided as pertaining to negligence, a committer is not criminally liable unless he is proven by the prosecution to have acted willfully.

Section 25 of the Criminal Code Act goes further to provide the absence of criminal responsibility in a situation of mistake of fact. It provides, “A person who does or omits to do an act under an honest and reasonable, but mistaken, belief in the existence of any state of things, is not criminally responsible for the act or omission to any greater extent than if the real state of things had been such as he believed to exist. The operation of this rule may be excluded by the express or implied provisions of the law relating to the subject.” In other words, unless as provided by law, a committer is not criminally liable for an act committed under a mistaken fact (and certainly not law).

From the foregoing, it is clear that the criminal code act provides expressly for the requirement of criminal liability, which means the Nigerian State, and particularly the Southern part therefore, do need any recourse to an external law to establish the principle of mens rea.


See also:

Corporate Crimes

Corporate Liability in Civil Matters (Nigeria)

Corporate Crime (Crimes, Liability, Theories) – Inioluwa Olaposi

Crimes and Criminal Responsibility

Crimes, often considered public, are frowned at in every society.

Every conduct that pose significant threat to the inhabitant of any community is treated with serious consideration, and carefulness. Little wonder the prohibition of crimes flow with attending consequences.

According to Richard Quinney , an American sociologist, “crime is a definition of human conduct that is created by authorized agents in a politically organized society.”

Also, the authors – Okonkwo and Naish – defined a crime as “those breaches of the law resulting in special accusatorial procedure controlled by the state and liable to sanction over and above compensation and cost.”

Generally, the object of a criminal proceeding, that also differentiates it from a civil proceeding’ is punishment. The Nigerian Criminal Code Act, operative in the southern region of the country, states that an act or omission which renders the person doing the act or making the omission liable to punishment under the Code, or under any Act, or law, is called an offence.

This is also evident in the dictum of Lord Atkin in Proprietary Articles Trade Association v. Attorney General for Canada [1931] AC 310 at 324, where he mentioned that, “The criminal quality of an act cannot be ascertained by intuition; nor can it be discovered by reference to any standard but one: Is the act prohibited with penal consequences?”

Punishments ranges from one offence to another, and may be classified for academic purposes. Significantly, an accused is convicted in court proceedings before he is subdued to provided punishments. The process of conviction requires finding the accused guilty of the offence. Being guilty of an offence goes beyond mere commission. ‘A’ might have committed an offence against ‘C’, without being necessarily guilty for it. If, for example, ‘A’, while trying to shoot at ‘B’, was found to have actually shot at ‘C’(who was out of sight), ‘A’ has committed homicide, but not guilty of murder against ‘C’ .

Therefore, necessary for acquiring liability of many offences is not just the commission, but responsibility for the offence. In other words, an accused must not just be liable for commission, but must be culpable. This culpability is dependent on the mental element of the offence – whether intentionally, recklessly, negligently, accidentally, unconsciously, or otherwise.

Corporate Crimes

Crimes may be segmented based on different forms of classifications. Perhaps, according to their nature, punishment attributed, or personality involved.

Corporate crimes are defined as illegal acts, omissions or commissions by corporate organisations as social or legal entities, or by officials and employees of the corporations acting in accordance with the operative goals or standard, operating procedures and cultural norms of the organisation, intended to benefit the corporations themselves.

These crimes are also referred to as ‘White Collar Crimes.’ They are performed by corporate entities or by individuals acting on behalf of corporate entities, and usually for the benefit of the company.

Asha (2012) notes that, Corporate Crime, known and identified by several different names like “Corporate Frauds”, “Business Crime”, “White-collor Crimes”, “Corporate misconduct”, “Corporate misbehavior”, can take a turn out to being harmful to the environment, employees, consumers or society at large.

The possibility of corporate crimes is the fundamental root of this discourse. Crimes of different gravities are capable of being committed by individuals, as well as corporate entities. In the former, the liability is determined based usually on the completion and fulfilment of the physical and mental elements of the offence(s).

However, how can liability come to play in a crime committed by a corporate entity that can not be said to have mentally be involved in anything? Who should we hold responsible for such (as it is in Nigeria) felonies, misdemeanors, or simple offences, committed by a corporate entity? Or more fundamentally, should the entity be liable at all?

Theories of Corporate Criminal Liability

Basically, there are two identifiable theories of corporate criminal liability, namely: the identification theory, and the respondeat superior theory.

The identification theory is also known as the alter ego theory. Under the theory, the acts of high-ranking officials of a company, within the scope of their employment, is seen as those of the company itself. Developed by English law, this theory is a child of civil law of tort.

The doctrine of identification has its root in Lernards Carrying Company Limited v. Asiatic Petroleum Company Limited – a civil case, where Viscount Haldane noted that, “corporation is an abstraction, its active mind and directing will must consequently be sought in the person who is really the very ego and centre of the personality of the corporation.”

The rationale behind this theory is simple. The officials of a company are the brain behind its activities. It is their decisions that are carried as the dealings of the business. And they do not just act arbitrarily as such, but the company has entrusted them with the authority to make such decisions on its behalf. Therefore, the mens rea of these high-ranking officials is that of the company itself. This category of officials includes the board of directors, the managing directors, and other persons responsible for the management of the company. The Identification theory can also be seen in Tesco Supermarkets Ltd. v. Nattrass .

On the other hand, under the respondeat superior theory the company is responsible for strict liability offences, or for offences for which expressly or impliedly provides for indirect liability, i.e. the principle of vicarious liability whereby the acts of an employee or subordinate is taken as that of the employer – in this case, the company. The actus reus and mens rea of an official is automatically those of the cooperate entity, in the commission of a crime, within the scope of his employment.

Corporate Liability in Civil Matters (NG) – Inioluwa Olaposi

N.B. This article is particular to Nigeria

Corporate Liability in Civil Matters

The liability of a corporate entity in a civil matter can be easily determined, as this is not as stringent as in criminal proceedings.

The burden of proof in a civil matter is on the basis of probability. But the guilt of an accused in a criminal proceeding must be proven beyond all reasonable doubt. ‘Private’ wrongs, are different from ‘public’ crimes.

Simply, the liabilities of a civil matter involving a corporate entity falls on the company, and not on its owners or director. In Yesufu and Another V. Kuppa International N.V ., the Supreme court held that where a director enters into a contract in the name of a company, or purporting to bind the company, it is the company, the principal, which is liable on it, not the director – the agent.

Clearly, the relationship that exists among a company, its capable official, and a third party, in the administration of contractual rights and liabilities is that of a principal, agent, and another. Wrapped in the Latin maxim, qui facit per alim facit per se – the acts of the agent (a director), within the scope of his authority, is directly that of the principal (the company). The agent cannot be held responsible for the actions which he does for the principal. The contract is essentially between the principal and the third party.

In similar vein, Tobi JCA (as he then was) in Kurubo v. Zach-Motison (Nigeria) Ltd, opined as follows:
“ In view of the fact that an artificial person or company vested with legal or juristic personality lacks the natural or physical capacity to function as a human being, those who work in it do all things for and on behalf of it…It is therefore the law and the tradition for the human beings authorized to negotiate agreement for and on behalf of the company. Where an agreement is so executed by a person in authority, the company is liable or deemed to be liable for the act or acts of the person.”

According to Section 276 of CAMA, 2020, anyone that acts for a company on the mere disguise of being its director, shall be personally liable for such unauthorized act, unless the company hold him up as being one.

Like an agent to his principal, the acts of the director that are without his scope of authority attracts personal liability. That is to say, the director of a company may become personally liable for his actions which are not within his scope of employment. He may also become personally liable if he contracted in his own name.

According to Section 94 (CAMA), a company shall be exempted from liability springing from the acts of an official or agent and a third party where there was collusion between them. Otherwise, the company will be liable, even where the act of the official or agent is fraudulent.

Notably, a company will also be exempted from civil liability where the third party had the knowledge (actual or constructive) that the general meeting, board of directors, or managing directors had no power to act in such a manner, or acted ultra vires or in an irregular manner of its powers. In other words, the law will not pat the back of a negligent third party, who knew of the unlawfulness of the actions of the directors, or should reasonably have known, as the case may be.

Again, there is no tight corner – so to speak- in liabilities of civil matters as they relate to corporate entities. It is largely a case of principal and agent relationship, with vicarious liability.

A Company as a Legal entity (NG) – Inioluwa Olaposi

N.B. This article is particular to Nigeria

A Company as a Legal entity

In modern times, the concept of ‘a person’ has gone beyond the gender classification of male, female, or groups of any other biological or scientific identity. The conduct of commercial transactions and its resultant effects have produced an expediency for the existence of a body distinct from these.

A company is capable, under law, of being regarded as a personality by incorporation. In other words, an entity made of no flesh and blood, intellect nor reasoning, without natural or material existence, that may not be touched, felt or seen, becomes a person under law.

This personality produced by law is capable of engaging in commercial transactions, like a natural person can. Certainly, natural men are the brain behind the formation of any corporate personality. However, the directors of this corporate entity are distinct from it in the eye of the law. These available legal capacities of an incorporated company have made possible the complexities involved in the conduct of modern business.

The case of Salomon v. Salomon & Co. Ltd [1897] AC 22 is generally recognized as the cornerstone of company law. This case established the principle that a company is distinct from its shareholders and would be treated as an independent entity with perpetual succession. A company has the right to sue and could be sued, in its acquisition of rights and dispositions of liabilities.

In the aforementioned case, Salomon transferred his boot making business, which he owned has a sole proprietor, to Salomon Ltd. (a company which comprised himself and his family as members). He was paid the price for the transfer by way of shares, and debentures having a floating charge on the company’s asset.

Later, the company failed and went into liquidation. Salmon’s right against debentures stood above the claims of unsecured creditors. If things were to be legally done, the other creditors would have recovered nothing from the liquidation process. Therefore, to avoid alleged exclusion, the unsecured creditors, through the liquidator, alleged that the company was nothing but an agent of Salomon. And therefore, Salomon, being the principal, should be personally liable for its debt. Evidently, the claim of the creditors has not recognized the company (Salomon Ltd.) has a separate legal personality from Salomon himself.

The Court of Appeal ruled in favour of the other creditors, declaring the company to be a myth. The court reasoned that Salomon incorporated the company in contradiction to the true intent of the Companies Act, 1862. Salomon should therefore be responsible for the debt, because the company had merely conducted business as his agent.

However, on appeal, the House of Lords reversed the above judgement, unanimously holding that since the company had been rightly incorporated, the motive of those who participated in its promotion is irrelevant. Therefore, the company is an independent legal personality with its rights and liabilities appropriate to itself. Therefore, the principle of ‘corporate veil’ between a company and its owners was firmly created by Salomon’s case.

It is now a recognized principle of company law that a company is responsible for its act, irrespective of the fact that those acts were performed through human instrumentation. The capacities of companies to sue and be sued presupposes that they could be sued for both civil and criminal liabilities. A company can also sue for both civil and criminal rights.

Domestically strengthening the foregoing, section 89 of the Companies and Allied Matters Act (CAMA) provides that “Any act of the members in general meeting, the board of directors, or a managing director while carrying on in the usual way the business of the company, shall be treated as the act of the company itself and the company is criminally and civilly liable to the same extent as if it were a natural person:’

As provided, the doctrine of ‘Separate Legal Entity’ is locally recognized and entrenched in the Nigerian Law, differentiating owners of a company from the corporate entity itself.

Laws of Nigeria (Constitution, Codes, Land Use Act etc.)

The Laws of Nigeria are divided majorly into Federal and State laws. In Nigeria, Bicameral legislation exists at the Federal level and unicameral legislation at the States. The Federal Legislature makes law for the whole federation. It is made up of the Senate and the House of Representatives. These are jointly called the National Assembly. The House of Assembly is the law making house at the States.

Below are some of the major laws of Nigeria.

Constitution of Nigeria 1999

The Constitution of the Federal Republic of Nigeria 1999 (as amended) is the grundnorm of the country. It is the law to which every state action and law is subject. Section 1 of the Constitution expressly provides for the Supremacy of the constitution. It is over and above any other law in the country.

Criminal Code Act / Penal Code Act

The Criminal Code Act, and it northern counterpart (Penal Code) provides broadly for series of actions and omissions constituting offences in Nigeria, and their attributed punishments. Section 2 of the Criminal Code Act defines an offence. That is, “An act or omission which renders the person doing the act or making the emission liable to punishment under this code, or under any Act, or Law.”

Evidence Act 2011

The Evidence Act 2011 is an act for the Federal Republic of Nigeria that regulates the admissibility, relevance and other processes relating to the use of evidences in a legal proceeding.

It is important to note that the proving of a fact in court relies on evidences. Therefore, awareness of the law as it relates to the acceptable procedure for administering evidences before a court is of crucial importance.

Land Use Act 1978

The Land Use Act vests all land in a state in the Governor of the State. This is subject to other provisions of the Act. This is in accordance with section 1 of the Act. It provides for the control and management of Land, rents, certificates of occupancy, etc.

Labour Act

The Labour Act of Nigeria is a central statute that provides for the relationship between an employer and the employee.

BOFIA 2020

The Bank and other Financial Institutions Act, 2020 provides comprehensively for the creation and regulation of financial institutions in Nigeria.

Regulation of Banking Business in Nigeria (Importance) – Inioluwa Olaposi

Importance of Regulation to the Banking Business

Over the years, the banking environment has faced periodical challenges that have culminated, or threatened to culminate, in its lack of efficiency and operational failure.

In reference to the early development of the banking system, history has remarked that to have the banking business largely unregulated is a definite way to prepare it for its systemic or total impairment. This realization is affirmed evidentially all over the world, and particularly in Nigeria. 

Before delving into the downfall of banks, as occasioned by lack of any or enough regulations, it is expedient to grasp an understanding of the word ‘bank’ and ‘bank regulation’. 

In Lubcon Limited v. Classmate Technologies co. Ltd (2019) LPELR-47414(CA), the bench remarked that, “A bank has been defined by the Black’s Law Dictionary, eight edition as a financial establishment for the deposit, loan exchange or issue of money, and for the transmission of money. A quasi public institution for the custody and loan of money, the exchange and transmission of the same by means of bills and drafts.”

Also, a Bank regulation is a form of government regulation which subjects banks to certain requirements, restrictions and guidelines, designed to create market transparency between banking institutions and the individuals and corporations with whom they conduct business, among other things. (Wikipedia)

Foreign Jurisdictions

All over the world, it is realizable from experience that leaving regulations out of any society will lead to chaos and anarchy. In fact, one of the primary reasons any government is set up in any society is to define and enforce required laws for the orderliness of such society. The banking system is not an exception to this. Thomas Hobbes is renowned to have pointed out that life without a government would be ‘nasty, brutish, and short.’

The United State of America is well recognized has one of the most developed economies in the world, and does not also lag in the banking environment. However, the free banking era of the country (1834 to 1864), which was characterized by lack of federal control and regulation of its banking milieu, suffered several banking crises and financial instability. It made for a disorderly currency characterized by thousands of different banknotes circulating at varying discount rates (Investopedia). Little wonder the era had to come to an end with the introduction of the National Banking Act of 1863, which brought in some new regulations. 

China, on its own end, has in operation some of the most trusted banks in the world. However, the ‘Jiaozi’ was a form of banknote which appeared around 10th century in the Sichuan capital of Chengdu, China. These notes were totally run by private individuals (between 960 and 1004), until the government decided to regulate the business on alleged increasing fraud cases and disputes, and licensed 16 biggest merchants.

Similar situations can be spotted in other countries like Switzerland, affirming the fact that banking without the backing of relevant regulations is undesirable, and can be destructive, as the case was in Nigeria. 

Failure of Early Banks in Nigeria

It has been pointed out as generally observed that the lack of banking regulations was one of the factors that resulted in the failure of the banks established in Nigeria between 1929 and 1952. However, deeply, it can be argued that the absence of adequate regulations that could work for the then situation of the country was what resulted in the establishment of the failing indigenous banks in the first place. 

The earliest banks that started operating in Nigeria, like the Bank of British West Africa (BBWA) [Now First Bank of Nigeria Ltd.] and the Barclays Bank D.C.O [Now Union Bank of Nigeria Plc.], were established basically as instruments of the effective operation of the financial transactions of the then British colonial administration and other British commercial interests.

In light of the aforementioned fact, it is not surprising to realize that these banks were concerned mainly with keeping and maintaining accounts of British personnel, officials of British commercial houses, expatriate civil servants, other private British professional people. Although, there were hundreds of Nigerian customers maintaining saving accounts, indigenous current account holders were comparatively few, and only in exceptional cases were there Nigerian borrowers. 

In a nutshell, a major failure of the earliest expatriate banks, in catering for the Nigerian banking community, was their lack of active interest in the businesses of the indigenous people. Such a failure as this, could have been avoided by the formation of adequate ordinances for banking operations in Nigeria. 

Failure of Early Indigenous Banks in Nigeria

In light of the point mentioned of early banks hereinbefore, and other possible factors, indigenous banks began to spring up in the country’s banking system. The first among which was the Industrial and Commercial Bank, set up in 1929. Unfortunately, this bank failed within its first year of operation. Many other banks were established in the country which also failed in their operations, until 1952. 

These indigenous banks failed due to a number of reasons, including insufficient capital, poor management and poor record-keeping, rapid expansion of offices, illiquidity, fraudulent directors, reckless and imprudent lending, fierce competition from expatriate banks, and of course, the absence of banking regulations to specify their code of conduct. These indigenous banks even had the power to issue their own legal tender, however, there are no evidences to prove that any of them did. 

Some of the other banks that were established in Nigeria between 1929 and 1952 include the Nigerian Mercantile Bank, Agbonmagbe Bank, The African Continental Bank (ACB), Pan Nigerian Bank, Nigerian Trust Bank, Provincial Bank of Nigeria, United Commercial Credit, Mainland Bank, Nigerian Farmers and Commercial Bank, and Industrial Bank and West Africa Bank.

The Financial Secretary to the government during the debate on the 1952 ordinance in the House of Representatives had remarkably said, “The situation at present is that there are over 170 companies registered with the registrar of companies using the word ‘bank’. 

Obviously, all that was needed to start a bank before any specific banking regulation in Nigeria was to register a company with the word ‘bank’. 

G.D. Paton Committee

Going forward, the failure of the Penny Bank in 1946 moved the then colonial government to set up a Panel of Enquiry to look the banking practices in Nigeria, and give recommendations. This committee was headed by G.D. Paton. Although this committee submitted its recommendations a month after which it was set up, nothing was carried out as an effect until 1948. 

The report of the committee set out, as a first of its kind, guidelines for the operation of Nigerian banks. Every upcoming bank was to meet these guidelines and existing banks were granted a three-year period to comply with them. 

The recommendations of the G.D. Paton Commission were to finally form the basis of the first banking statute in Nigeria, the Banking Ordinance of 1952, which was repealed by the Banking Ordinance of 1958 [Cap. 19]. The Central bank of Nigeria was established in 1959, as well as the foundation of the country’s money and capital market. 

Since the first Banking Ordinance of 1952, the operations of the Banking system of Nigeria has evolved into what it is today. There has been significant reduction in the rate of failure of banks, and the confidence of the public in the banking sector has been strengthened. Presently, the banking business in Nigeria is regulated by two main statutes – the Central Bank of Nigeria (Establishment) Act, and the Banks and Other Financial Institutions Act (BOFIA), 2020

In conclusion, it is evidently undesirable to leave the steering of the banking sector of a country to the sole dictates of its directors, most especially when these directors are ardent capitalists. It is therefore crucial for any state that desires a developing banking sector to make appropriate and sufficient regulations for the operations of the sector.


See Statues: