Nigeria client case studies
Nigerian gold miningNigeria client case studies – AU Nuggets
AU Nuggets, a small Canada-based gold explorer, approached Healy Consultants to expand their company’s mining operations outside of South Africa and into mineral-rich Nigeria. The company had been previously engaging Nigerian miners to scout opportunities in Sunke and wished to mine these sites in an environmentally sustainable fashion (i.e., without using mercury).
The planning phase for this engagement was extensive, as Healy Consultants guided AU Nuggets in selecting the most efficient corporate structure. Healy Consultants had multiple Skype and telephone meetings with our Client to determine the business import materials, export necessities, and licensing. Healy Consultants advised our Client of several of the licensing requirements to mine in Nigeria including the importation of equipment, environmental protection regulations, and taxes.
Upon understanding AU Nuggets’s goals to obtain licensing, apply for entrepreneur visas and export mined gold, Craig decided incorporating a resident company outside the Export Processing Zones (EPZs). Following, a 10 page engagement strategy was researched and planned for one week with constant communication with the Client. Our Client then proceeded to compile all Healy Consultants’ required due diligence documents, sign our engagement letter, and settle our fees.
Because our Client was moving a medium sized minging business to Nigeria, adequate office space was essential. AU Nuggets engaged Healy Consultants to locate an office capable of holding 15 employees and near the mines in Sunke. We then proceeded to engage local real estate agents and toured several office facilities on our client’s behalf. We provided the Client with detailed reviews, pictures, and pricing of the properties until AU Nuggets was satisfied with a 185 square meter office space in Gusau. A lease was signed for 12 months and provided to the Corporate Affairs Commission for incorporation.
After locating suitable office space, Healy Consultants applied for the company name with the Corporate Affairs Commission (CAC) and had our Client sign the incorporation forms in front of a public notary. Stamp duty of .75% was then paid at the Federal Inland Revenue Service (FIRS).
After bank setup and licensing approval, the company was registered with the Corporate Affairs Commission (CAC). As our Client wished for an expedited incorporation timeframe, Healy Consultants used the CAC’s same-day incorporation service for an additional charge. The registration certificate was received within 2 days and Healy Consultants subsequently registered the company with the Federal Board of Inland Revenue Service (FIRS). VAT was registered simultaneously.
Thereafter, several inspections of the office premise were made by government officials and incorporation fees were made to the designated government bank. From the date of incorporation, the office premise receives several government official visits each year for careful inspection and compliance.
To gain the Mineral Title Licensing from the Mining Cadastre office, a local Healy Consultants legal affiliate assisted with the necessary paperwork and inspection requirements. The four main licensing titles needed were i) reconnaissance permit ii) exploration license iii) small scale mining lease and iv) water use permit. These permits took approximately 45 days each to obtain and are valid for 3 to 5 year periods.
Feasibility studies were completed by the EIA – Environmental Impact Assesment and CDA – Community Development Agreement and. Feasibility reports prior to mining included evidence of financial and technical capabilities and criminal background checks of employees and management. Legal contracts were drafted by Nigerian lawyers and power of attorney letters were administered to complete 90% of the licensing and incorporation procedures. While this process was the most difficult portion of the engagement process, Healy Consultants was able to aggressively determine optimal solutions and regulatory requirements in a two month period.
Following engagement completion, AU Nuggets was presented with a complete company kit. Our Client provided positive feedback in a Client questionnaire and referred his business associate to our firm for incorporating another company.
Over the coming years, Healy Consultants will complete the Nigerian annual accounting and auditing obligations together with Mining license renewals.
Cyprus education institution incorporates a company in Nigeria for student recruitment
Our Client, is a Cyprus based university offering undergraduate degrees in the areas of applied sciences, pharmacy, law, economics and engineering. Our Client approached Healy Consultants to assist setup a marketing and representative office in several countries including Nigeria to grow their international student base enrolling in a part-time exchange or attending as full-time degree students.
Our Client, settled an initial retainer fee with Healy Consultants to provide costs breakdown, timeframe to register a representative office in the form of a new limited liability company with 1 individual shareholder and 1 corporate shareholder.
Our Client informed Healy Consultants that they would require nominee services for the position of a resident director for an interim period until the company had employed an individual full-time to conduct marketing and promotional activities on behalf of the University. Furthermore, the Client informed a bank account in Nigeria was not required as they did not plan to collect any payments from students via the local entity. The parent company in Cyprus would invoice Nigerian students directly. Healy Consultants advised a local bank account was necessary to deposit the statutory share capital (N$10 million) and it would serve to pay operational costs including office rental, resident director fees and local tax returns. Our client agreed, accepted the engagement timelines and costs and decided to engage Healy Consultants.
Before the company could be incorporated, Healy Consultants reserved the company name with the Corporate Affairs Commission (CAC) and submitted a list of 2 company name options on Form CAC1. Within 1 week, the CAC reverted with name approval valid for 6 months.
Healy Consultants then drafted a power of attorney which would authorize Healy Consultants to incorporate a local company on behalf of our Client and prepared a letter of consent for our Client to confirm in writing their willingness to incorporate a Nigerian entity. Healy Consultants also compiled and completed incorporation forms (CAC2, CAC2.1, CAC3 & CAC7) and drafted the Memorandum and Articles of Association and emailed the same to our Client for signature, notarization and courier return.
The client express couriered the original attested incorporation documents to Nigeria and the company was legally incorporated within 10 days. Thereafter Healy Consultants proceeded to obtain the company tax registration (TIN) with the Federal Inland Revenue Service (FIRS). The company obtain TIN number and tax clearance certificate within 10 days.
Bank account opening
Our Client wished to open the Nigerian bank account with either an international bank in Nigeria or the bank commonly used by local businesses. Our Client decided to proceed with a Guaranty Trust Bank account as no travel or complicated attestations were required. Healy Consultants liaised with GTB and provided our Client the bank account opening forms, a detailed signing guideline and prepared board resolutions and declarations for the signature of the UBO. Once all documents were correctly signed, certified and approved by Healy Consultants via email, our Client couriered originals directly to GTB.
The corporate bank account was approved within 2 weeks, and in an additional 1 week GTB couriered the internet banking token and password to our Client in Cyprus. Upon receipt of the banking kit, the foreign shareholders of the Nigerian company were required to transfer 25% of the share capital to the newly opened GTB bank account. Once this was completed, within 2 weeks GTB issued confirmation of the payment of share capital and our Client was required to obtain a Certificate of Capital Importation (CCI) from the Central Bank of Nigeria (CBN) which would enable the future repatriation of funds.
To complete the engagement, Healy Consultants couriered a company kit to our client including the original certificate of incorporation, Memorandum and Articles of Association, tax registration and original share capital payment certificate from GTB.
For more information on this project, you may contact Kunal Fabiani (firstname.lastname@example.org)