Yesterday April 15 2023, on behalf of my client, I filed a lawsuit against National Population Commission, for the upcoming Census to be postponed by 6 Months due to:
1. the current lack of adequate preparation by NPC,
2. paucity of funding and
3. lack of adequate publicity.

CAC registration cannot protect your brand name.

Opatola Victor Esq.
0904 181 5408


Registering your company or business name with CAC does not protect your brand name.

Only Trademark registration does.

I was addressing some young business people and tech founders recently, somebody asked me if registering with CAC will protect his brand name.

I told him that I register both Company and Trademarks, and I know that the purpose of CAC registration is not to protect your brand name. The purpose is mainly create a business entity in law, for the sole purpose of carrying out business transactions. Registration with CAC only ensure that another person cannot register a similar name as a company or business name, which does not protect your brand name or gives you exclusive use to it.

******

Only Trademark registration gives you exclusive use of a name or a mark.

*******

It is true that once you register your company with CAC, another person can not register such name with CAC again.

Nothwistanding, truth is that another business can legally use and be entitled to your name if it trademarks it.

Example.
Mr. Victor registered his company "Switch Limited" with CAC in 2020.

Mr. Opatola registered his company "Choo Nigeria Ltd" in 2021.
Mr. Opatola trademarked the name 'Switch". It started trading one of its product as "Switch".

Mr. Opatola, through Choo Nigeria Ltd, popularised the name "Switch" as a product name.

Mr. Victor, through "Switch Ltd", cannot claim trademark infringment in Law, because he merely registered with CAC.

Neither can he claim the tort of "passing off" because the name 'switch' is not popular nor synonymous with "Switch limited".

As a matter of Law,
section 852(1)(d) of CAMA provides that:

"No company, limited liability partnership, limited partnership,business name or incorporated trustee shall be registered under this Act by aname or trade mark which in the opinion of the Commission, would violate or conflict with anyexisting trademark or business name registered in Nigeria or body corporateformed under this Act unless the consent of the owner of the trade mark,
business name or trustees of the body corporate has been obtained."

This means that CAC should not register a company or business whose name violates an existing trademark.

So the Legal lesson here is to trademark your business name or company name.




Opatola Victor is a Tech-lawyer.

CAC registration cannot protect your brand name.

Opatola Victor Esq.
0904 181 5408


Registering your company or business name with CAC does not protect your brand name.

Only Trademark registration does.

I was addressing some young business people and tech founders recently, somebody asked me if registering with CAC will protect his brand name.

I told him that I register both Company and Trademarks, and I know that the purpose of CAC registration is not to protect your brand name. The purpose is mainly create a business entity in law, for the sole purpose of carrying out business transactions. Registration with CAC only ensure that another person cannot register a similar name as a company or business name, which does not protect your brand name or gives you exclusive use to it.

******

Only Trademark registration gives you exclusive use of a name or a mark.

*******

It is true that once you register your company with CAC, another person can not register such name with CAC again.

Nothwistanding, truth is that another business can legally use and be entitled to your name if it trademarks it.

Example.
Mr. Victor registered his company "Switch Limited" with CAC in 2020.

Mr. Opatola registered his company "Choo Nigeria Ltd" in 2021.
Mr. Opatola trademarked the name 'Switch". It started trading one of its product as "Switch".

Mr. Opatola, through Choo Nigeria Ltd, popularised the name "Switch" as a product name.

Mr. Victor, through "Switch Ltd", cannot claim trademark infringment in Law, because he merely registered with CAC.

Neither can he claim the tort of "passing off" because the name 'switch' is not popular nor synonymous with "Switch limited".

As a matter of Law,
section 852(1)(d) of CAMA provides that:

"No company, limited liability partnership, limited partnership,business name or incorporated trustee shall be registered under this Act by aname or trade mark which in the opinion of the Commission, would violate or conflict with anyexisting trademark or business name registered in Nigeria or body corporateformed under this Act unless the consent of the owner of the trade mark,
business name or trustees of the body corporate has been obtained."

This means that CAC should not register a company or business whose name violates an existing trademark.

So the Legal lesson here is to trademark your business name or company name.




Opatola Victor is a Tech-lawyer.

CAC registration cannot protect your brand name.

Opatola Victor Esq.
0904 181 5408


Registering your company or business name with CAC does not protect your brand name.

Only Trademark registration does.

I was addressing some young business people and tech founders recently, somebody asked me if registering with CAC will protect his brand name.

I told him that I register both Company and Trademarks, and I know that the purpose of CAC registration is not to protect your brand name. The purpose is mainly create a business entity in law, for the sole purpose of carrying out business transactions. Registration with CAC only ensure that another person cannot register a similar name as a company or business name, which does not protect your brand name or gives you exclusive use to it.

******

Only Trademark registration gives you exclusive use of a name or a mark.

*******

It is true that once you register your company with CAC, another person can not register such name with CAC again.

Nothwistanding, truth is that another business can legally use and be entitled to your name if it trademarks it.

Example.
Mr. Victor registered his company "Switch Limited" with CAC in 2020.

Mr. Opatola registered his company "Choo Nigeria Ltd" in 2021.
Mr. Opatola trademarked the name 'Switch". It started trading one of its product as "Switch".

Mr. Opatola, through Choo Nigeria Ltd, popularised the name "Switch" as a product name.

Mr. Victor, through "Switch Ltd", cannot claim trademark infringment in Law, because he merely registered with CAC.

Neither can he claim the tort of "passing off" because the name 'switch' is not popular nor synonymous with "Switch limited".

As a matter of Law,
section 852(1)(d) of CAMA provides that:

"No company, limited liability partnership, limited partnership,business name or incorporated trustee shall be registered under this Act by aname or trade mark which in the opinion of the Commission, would violate or conflict with anyexisting trademark or business name registered in Nigeria or body corporateformed under this Act unless the consent of the owner of the trade mark,
business name or trustees of the body corporate has been obtained."

This means that CAC should not register a company or business whose name violates an existing trademark.

So the Legal lesson here is to trademark your business name or company name.




Opatola Victor is a Tech-lawyer.

CAC registration cannot protect your brand name.

Opatola Victor Esq.
0904 181 5408


Registering your company or business name with CAC does not protect your brand name.

Only Trademark registration does.

I was addressing some young business people and tech founders recently, somebody asked me if registering with CAC will protect his brand name.

I told him that I register both Company and Trademarks, and I know that the purpose of CAC registration is not to protect your brand name. The purpose is mainly create a business entity in law, for the sole purpose of carrying out business transactions. Registration with CAC only ensure that another person cannot register a similar name as a company or business name, which does not protect your brand name or gives you exclusive use to it.

******

Only Trademark registration gives you exclusive use of a name or a mark.

*******

It is true that once you register your company with CAC, another person can not register such name with CAC again.

Nothwistanding, truth is that another business can legally use and be entitled to your name if it trademarks it.

Example.
Mr. Victor registered his company "Switch Limited" with CAC in 2020.

Mr. Opatola registered his company "Choo Nigeria Ltd" in 2021.
Mr. Opatola trademarked the name 'Switch". It started trading one of its product as "Switch".

Mr. Opatola, through Choo Nigeria Ltd, popularised the name "Switch" as a product name.

Mr. Victor, through "Switch Ltd", cannot claim trademark infringment in Law, because he merely registered with CAC.

Neither can he claim the tort of "passing off" because the name 'switch' is not popular nor synonymous with "Switch limited".

As a matter of Law,
section 852(1)(d) of CAMA provides that:

"No company, limited liability partnership, limited partnership,business name or incorporated trustee shall be registered under this Act by aname or trade mark which in the opinion of the Commission, would violate or conflict with anyexisting trademark or business name registered in Nigeria or body corporateformed under this Act unless the consent of the owner of the trade mark,
business name or trustees of the body corporate has been obtained."

This means that CAC should not register a company or business whose name violates an existing trademark.

So the Legal lesson here is to trademark your business name or company name.




Opatola Victor is a Tech-lawyer.

CAC registration cannot protect your brand name.

Opatola Victor Esq.
0904 181 5408


Registering your company or business name with CAC does not protect your brand name.

Only Trademark registration does.

I was addressing some young business people and tech founders recently, somebody asked me if registering with CAC will protect his brand name.

I told him that I register both Company and Trademarks, and I know that the purpose of CAC registration is not to protect your brand name. The purpose is mainly create a business entity in law, for the sole purpose of carrying out business transactions. Registration with CAC only ensure that another person cannot register a similar name as a company or business name, which does not protect your brand name or gives you exclusive use to it.

******

Only Trademark registration gives you exclusive use of a name or a mark.

*******

It is true that once you register your company with CAC, another person can not register such name with CAC again.

Nothwistanding, truth is that another business can legally use and be entitled to your name if it trademarks it.

Example.
Mr. Victor registered his company "Switch Limited" with CAC in 2020.

Mr. Opatola registered his company "Choo Nigeria Ltd" in 2021.
Mr. Opatola trademarked the name 'Switch". It started trading one of its product as "Switch".

Mr. Opatola, through Choo Nigeria Ltd, popularised the name "Switch" as a product name.

Mr. Victor, through "Switch Ltd", cannot claim trademark infringment in Law, because he merely registered with CAC.

Neither can he claim the tort of "passing off" because the name 'switch' is not popular nor synonymous with "Switch limited".

As a matter of Law,
section 852(1)(d) of CAMA provides that:

"No company, limited liability partnership, limited partnership,business name or incorporated trustee shall be registered under this Act by aname or trade mark which in the opinion of the Commission, would violate or conflict with anyexisting trademark or business name registered in Nigeria or body corporateformed under this Act unless the consent of the owner of the trade mark,
business name or trustees of the body corporate has been obtained."

This means that CAC should not register a company or business whose name violates an existing trademark.

So the Legal lesson here is to trademark your business name or company name.




Opatola Victor is a Tech-lawyer.

How can I correct an error on my land documents?

Opatola Victor Esq
07069687425


This can be done by deed of rectification.

It depends on the document and whether or not such document has been registered.

There are certain important documents to Land e.g Deed of Assignment, Survey Plan, Certificate of Occupancy (C of O) e.t.c

Correcting a mistake in these land documents depends on whether or not they are registrable instruments and have been registered with the necessary land registry.

*1. Correcting an Error in an unregistered Deed of Assignment:*

If your deed of assignment has not been registered - what you need to do is to get a lawyer to prepare a deed of rectification showing all the correct information and have the document executed or signed all over again by the parties to the transaction.

For instance, if the needed correction is to change Mr and Mrs Opatola to Mr. Victor Opatola and Mrs Victoria Opatola, and such deed of assignment is unregistered; then you can get it done by preparing a deed of rectification.

2. Correcting an Error in Registered Deed of Assignment:

If the deed of assignment is already registered at any land registry:

The rectification will have to be done through the land registry. In order to get this done, you will need to get a Lawyer who will best tell you on how to proceed. The deed of rectification must be duly signed and/or endorsed by the registrar of title, after which the deed becomes valid.

3. Correcting an Error in a registered or unregistered Survey Plan:

The process is as correcting a registered or unregistered deed of assignment discussed above.

4. Correcting an Error in Certificate of Occupancy:

Your Lawyer can address a letter, attaching all necessary documents, to the issuing authority to correct the anomalies.

Note:
If the other party is refusing to sign such deed of rectification then you proceed to court for an order of rectification.

Use of Mr and Mrs on a Legal document.

Opatola Victor Esq.


A WhatsApp message is currently making rounds on the invalidity of any document or property bought jointly by husband and wife; a number of people have reached out to ask me of the fate of their Legal documents, agreements and properties bought jointly with their spouse as Mr and Mrs.

You should know the following:

1. *Any document issued as Mr. and Mrs Opatola is never invalid.*

2. *It can never be invalid*

3. *No Court held that such document is invalid*

What the Court only said was you cannot sue as Mr. and Mrs Opatola.

For you to be able to sue, the document should be drafted as
1. Mr. Opatola Victor
2. Mrs Opatola Victoria; or

1. Opatola Victor and
2. Mrs Opatola Victoria; or

Mr. Opatola Victor and Mrs. Opatola Victoria

How can making an agreement or document as "Mr and Mrs Opatola' invalidate the document or the agreement?

The issue of the validity or invalidity of the document cannot even come in issue because the issue here is that of the right party to sue and not the validity of the document.

The question is:
Whether or not having a property registered as Mr. and Mrs. Opatola renders the purchased property invalid or renders the present or future sale of such property invalid.

It does neither of both.

Where there is a wrong, there is a remedy.

Law of equity will forbid the instrumentality of the Law to be used to perpetrate fraud.

Using Mr. and Mrs Opatola in your document means you can not sue to enforce the contract or document using the name Mr. and Mrs Opatola.

Nothwistanding that the name written on the document is Mr. and Mrs Opatola, they can sue as Mr. Victor Opatola
Mrs. Victoria Opatola.

Equity looks at the intent and not the form.

In interpreting a document the Supreme Court has always laid down the rule that the intent of such document is what the Court will look at.

"Where there are lapses in the preparation of a deed, the court can from the available circumstances gather what was intended in the deed. This is because equity has regard for the intent, not the form and equity regards that as done which ought to have been done. In effect, the court can regard the words which the deed is supposed to contain as having been inserted in the deed. "
Per Nsofor in
Ejigini v. Ezenwa (part 846) P. 437, paras. D-F

Looking at the document, can it be said that both the Mr. and Mrs Opatola intended that both of them are the parties selling or buying the property jointly together?

The Court will answer in the affirmative.

Equity looks as done that which ought to be done, once the legal obligation has been fulfilled.

Equity looks to the intent, rather than to the form, and Equity imputes an intention to fulfil an obligation. Equity also concerns itself with standards of conscience, fairness and equality. It does not aid the indolent, neither will it aid the fraudulent. It protects relationships of trust and confidence, and grants to the court discretionary approach to the grant of the relief where justice demands it.

The Court of equity will not allow itself to be used as an instrument to perpetrate fraud or injustice.

CAMPAIGN DONATIONS: THE URGENT NEED FOR INEC AND FIRS TO ISSUE CIRCULAR MANDATING THE REPORT OF DONATIONS RECEIVED BY POLITICAL CANDIDATES.

Opatola Victor Esq.
Adeopatola@gmail.com




Big money is pervading the Nigeria Electoral system at an unprecedented pace. Dark money is fighting for the soul of our Electoral system in a bid to influence the will of the people and hijack this democracy, the dangers are innumerable. This article argues the following five points:

1. There is no regulation mandating Candidates to disclose funds or assets donated to them and the sources. INEC (Independent National Electoral Commission) has the power to direct Candidates and their campaign organizations to disclose information on amount donated to them and the sources. INEC SHOULD ISSUE A CIRCULAR DIRECTIVE TO THIS EFFECT, pursuant to provision of section 87(1) of the Electoral Act.

2. Funds donated for campaign, but which are diverted for personal use must be reported as gifts under the Personal Income Tax Act. FIRS SHOULD ISSUE CIRCULAR TO THIS EFFECT, pursuant to section 3(1)(f) of the Personal Income Tax Act.

3. In a bid to regulate illicit campaign funds, when INEC and FIRS(Federal Inland Revenue Service) issues the above circular, candidates no longer have wriggle room to not make information about campaign donations and its sources reported to INEC or FIRS.

4. Foreign donations for campaign purposes are not banned. The Constitution only provided that any fund or assets donated to a political party from outside of Nigeria must be remitted to INEC by such political party, within twenty one days. It is of note that the Constitution only mentioned political parties, and not candidates, must remit such foreign donations to INEC. Pursuant to section 87(1), INEC needs to issue a regulation on the regulation and disclosure of foreign donations received by Candidates.

5. The Electoral Act needs to be amended to place a compulsion on candidates to remit or disclose (or both) all foreign donations received by them for the purpose of campaign and disclose such sources, just as it mandated Political Parties to remit all foreign donations and disclose the source of such foreign or any other information required by INEC.




Money is a necessary part of political campaign, but it has also created the problem of corruption, vote buying, illicit flow of funds and undue influence from foreign interest pursing state capture. These have necessitated the urgent need to regulate election campaign funds, for the purpose of safe guarding our Democracy, transparency and disclosure, accountability and taxation of such campaign funds in Nigeria.

The powers of INEC to demand campaign donations information and source from Candidates.
Section 85-90 of the Electoral Act, 2022, provides for the power of INEC to regulate Election funding, source and amount of such donation.
Section 87(1) of the Electoral Act 2022 provides that:

“The Commission shall have power to place limitation on the amount of money or other assets which an individual can contribute to a political party or candidate and demand such information on the amount donated and the source of the funds. “

While section 86 and 89 provides that political parties must submit annual details and analysis of its source of funding and other asset, and also allow INEC access to all its record for the purpose of audit. Furthermore, all Political parties must submit their audited election expenses to the Commission within six months after election.

There is no provision that provides for such regulation or audit for funds donated to Individual candidates, which leaves a wide lacuna in campaign funding and regulation in Nigeria.

Section 87(1) empowers INEC to demand any information on amounts donated and the source of such funds or other assets donated to a candidate.
This means INEC can issue a regulation to this effect, giving a direction on the mode through which candidates must report all campaign donations, the source and amount of such donations. Even where such donations were made to a candidate’s campaign organization, this regulation will apply to it as the provision of section 87(1) regulates campaign funding and the donated sum; and not the organization itself. The Law particularly used the word “money” and “other assets”.
The Electoral act, 2022 did not define the meaning of an asset, but it is trite that assets can take more than one form, it can take the form of physical asset such as building, cars e.t.c or Digital assets such as crypto-currencies, NFTs e.t.c or even shares; whatever form as asset mutates into, it must be declared.


Can FIRS classify campaign donations as gifts under the Personal Income Tax Act (PITA)
The Personal Income Tax Act (PITA) provides for the taxation of individuals in Nigeria. The various tax Laws in Nigeria does not provide for a definition of “gift” or “donation” According to Black's Law Dictionary, a gift is a voluntary conveyance of land, or transfer of goods, from one person to another, made gratuitously, and not upon any consideration of blood or money.
There is no particular mention or definition of “gift” in the Personal Income Tax Act.
Section 3 of PITA provides that:
“tax shall be payable for each year of assessment on the aggregate amounts each of which is the income of every taxable person, for the year, from a source inside or outside Nigeria, including, without restricting the generality of the forgoing -
Section 3(1)(f) of the Act provides expressly that any profits, gains or other payment received by an individual are taxable. Furthermore, where the gift is from Nigeria to a person resident outside Nigeria, the gift is taxable.


From the foregoing, gifts and donations can be categorized as gifts under “other payments received by an individual” which is taxable. Donations received, from within and outside of Nigeria, are taxable.
FIRS can issue a circular to this effect. By such classification, any donation made directly to a candidate as gift, other than for the purpose of funding can be so taxed. Funds donated to Candidates personally, which was not classified for the use of such candidate’s campaign, can be taxed by FIRS. FIRS through this classification can demand for disclosure of the amount and the source of such amount.
What happens when a campaign donation is classified as personal donations to the candidate in a bid to dodge INEC regulation? Such personal donation will be taxable as gift under the Personal income Tax Act.
Campaign Donations cannot be properly classified as gifts under Personal Income Tax Act, this is because it is not a donation directly credited for the direct profit and individual use of the candidate. It is meant for campaign and campaign only and the moment it comes into the individual purse of a candidate it becomes taxable as “other payments received by an individual” under section 3(1) (f) of the Personal Income Tax Act.
The distinction between personal donation made to the candidate for his personal purpose and the donations made for campaign purpose is that:



Donations made to a candidate’s campaign, in the strict sense, are not meant to confer personal benefits, profit or income on him; he is not meant to use the fund for any personal endeavor apart from the sole or very strict incidental purpose of campaign. Any conversion of campaign money into personal use by the candidate should be declared to the FIRS as taxable.

It is urgently important for FIRS to issue a circular in order to provide for uses of campaign fund that will or will not amount to personal use by the candidate for the purpose of taxation. For instance, where campaign money is used to by loads of expensive clothes for the candidates and his family, election night celebration party, food, security, lease or purchases, donations, fines and court settlements, where campaign money is used to pay for personal Attorney of the candidate ( in action to stop defamation, nuisance e.t.c), or attorney of the campaign or attorney prosecuting election petition, will such amount to personal use of campaign fund by the candidate; for the purpose of taxation. All these are what such circular or direction should discuss.

In order not to tax every mundane thing or amount that falls under the drag net, the FIRS can set a threshold amount.


Position of the Law on foreign financing of Election, Political Parties and Candidates
Section 225 and 226 of the 1999 Constitution (as amended) provides for the regulation of campaign funds and finances of political parties in Nigeria. Both sections stipulates that all political parties must submit a detailed annual statement, expenditure and analysis of its source of fund and other assets to INEC. INEC can in-turn has the powers to investigate such statements and analysis submitted by the political parties after which it will give a report on the account of every political party to the National Assembly.

Section 225(3) provides that:
No political party shall –
Hold or possess any funds or other assets outside Nigeria; or
Be entitled to retain any funds or assets remitted or sent to it from outside Nigeria.
Any funds or other assets remitted or sent to a political party outside of Nigeria shall be paid over or transferred to the Commission within twenty-one days of its receipt with such information as the Commission may require.
…….

The above quoted section shows that foreign donations to political parties from outside of Nigeria must be sent to INEC within twenty one days by such Political parties. Section 85 of the Electoral Act, 2022, also criminalizes such infraction.
This section explicitly stated that “any funds or other assets sent to a political party from outside of Nigeria”. This means that any money or assets, so far it is coming from outside of the territorial limits of Nigeria, either by a Nigerian or non-Nigerian, once received by the Political party must be sent to INEC within twenty one days.



Amendments
Nigeria has a Country needs to out-rightly ban foreign donations. The Constitution needs to be amended to this effect.

The section 225 of the Constitution providing that such money donated to political parties should be remitted to INEC is not helpful as it leaves room for political parties to be tempted not to remit such funds to INEC, especially in a Country like ours where there are no strict compliance and enforcement of regulations.
The Constitution and Electoral Act needs to be amended to expressly extend the stiff and rigorous regulation of political parties in regards to foreign donations and campaign finances to candidates in order to ensure transparency and accountability and also to ensure that our common patrimony is not hijacked by foreign interests.

The Law needs to expressly define whether or not funds or assets sent by Nigeria citizens living abroad are classified as funds or assets sent from outside of Nigeria, since the aim is to curb foreign influence of Nigeria’s Electoral system.

The Personal Income Tax should be amended to expressly include or exclude campaign donations for the purpose of taxation.



Conclusion
The will of the people through a free and fair election is pivotal to a functional democracy. A major threat to this “will of the people” is an unregulated campaign funding, lack of transparency and non-accountability of funds.

An election influenced by illicit money against the will of the people can never be adjudged as free and fair. A major means of achieving a regulated campaign finance system in Nigeria are the powers bestowed on INEC (Independent Electoral Commission) and FIRS( Federal Inland Revenue Service) for the purpose of requiring sources and amount of campaign and election finance, donation and other information needed for the purpose of transparency, accountability and taxation. This paper has proffered necessary solutions and required amendments in combating incidences of unregulated financial donations and expenses in Nigeria.

CAMPAIGN DONATIONS: THE URGENT NEED FOR INEC AND FIRS TO ISSUE CIRCULAR MANDATING THE REPORT OF DONATIONS RECEIVED BY POLITICAL CANDIDATES.
Opatola Victor Esq.
Adeopatola@gmail.com


Big money is pervading the Nigeria Electoral system at an unprecedented pace. Dark money is fighting for the soul of our Electoral system in a bid to influence the will of the people and hijack this democracy, the dangers are innumerable. This article argues the following five points:

1. There is no regulation mandating Candidates to disclose funds or assets donated to them and the sources. INEC (Independent National Electoral Commission) has the power to direct Candidates and their campaign organizations to disclose information on amount donated to them and the sources. INEC SHOULD ISSUE A CIRCULAR DIRECTIVE TO THIS EFFECT, pursuant to provision of section 87(1) of the Electoral Act.

2. Funds donated for campaign, but which are diverted for personal use must be reported as gifts under the Personal Income Tax Act. FIRS SHOULD ISSUE CIRCULAR TO THIS EFFECT, pursuant to section 3(1)(f) of the Personal Income Tax Act.

3. In a bid to regulate illicit campaign funds, when INEC and FIRS(Federal Inland Revenue Service) issues the above circular, candidates no longer have wriggle room to not make information about campaign donations and its sources reported to INEC or FIRS.

4. Foreign donations for campaign purposes are not banned. The Constitution only provided that any fund or assets donated to a political party from outside of Nigeria must be remitted to INEC by such political party, within twenty one days. It is of note that the Constitution only mentioned political parties, and not candidates, must remit such foreign donations to INEC. Pursuant to section 87(1), INEC needs to issue a regulation on the regulation and disclosure of foreign donations received by Candidates.

5. The Electoral Act needs to be amended to place a compulsion on candidates to remit or disclose (or both) all foreign donations received by them for the purpose of campaign and disclose such sources, just as it mandated Political Parties to remit all foreign donations and disclose the source of such foreign or any other information required by INEC.




Money is a necessary part of political campaign, but it has also created the problem of corruption, vote buying, illicit flow of funds and undue influence from foreign interest pursing state capture. These have necessitated the urgent need to regulate election campaign funds, for the purpose of safe guarding our Democracy, transparency and disclosure, accountability and taxation of such campaign funds in Nigeria.

The powers of INEC to demand campaign donations information and source from Candidates.
Section 85-90 of the Electoral Act, 2022, provides for the power of INEC to regulate Election funding, source and amount of such donation.
Section 87(1) of the Electoral Act 2022 provides that:

“The Commission shall have power to place limitation on the amount of money or other assets which an individual can contribute to a political party or candidate and demand such information on the amount donated and the source of the funds. “

While section 86 and 89 provides that political parties must submit annual details and analysis of its source of funding and other asset, and also allow INEC access to all its record for the purpose of audit. Furthermore, all Political parties must submit their audited election expenses to the Commission within six months after election.

There is no provision that provides for such regulation or audit for funds donated to Individual candidates, which leaves a wide lacuna in campaign funding and regulation in Nigeria.

Section 87(1) empowers INEC to demand any information on amounts donated and the source of such funds or other assets donated to a candidate.
This means INEC can issue a regulation to this effect, giving a direction on the mode through which candidates must report all campaign donations, the source and amount of such donations. Even where such donations were made to a candidate’s campaign organization, this regulation will apply to it as the provision of section 87(1) regulates campaign funding and the donated sum; and not the organization itself. The Law particularly used the word “money” and “other assets”.
The Electoral act, 2022 did not define the meaning of an asset, but it is trite that assets can take more than one form, it can take the form of physical asset such as building, cars e.t.c or Digital assets such as crypto-currencies, NFTs e.t.c or even shares; whatever form as asset mutates into, it must be declared.


Can FIRS classify campaign donations as gifts under the Personal Income Tax Act (PITA)
The Personal Income Tax Act (PITA) provides for the taxation of individuals in Nigeria. The various tax Laws in Nigeria does not provide for a definition of “gift” or “donation” According to Black's Law Dictionary, a gift is a voluntary conveyance of land, or transfer of goods, from one person to another, made gratuitously, and not upon any consideration of blood or money.
There is no particular mention or definition of “gift” in the Personal Income Tax Act.
Section 3 of PITA provides that:
“tax shall be payable for each year of assessment on the aggregate amounts each of which is the income of every taxable person, for the year, from a source inside or outside Nigeria, including, without restricting the generality of the forgoing -
Section 3(1)(f) of the Act provides expressly that any profits, gains or other payment received by an individual are taxable. Furthermore, where the gift is from Nigeria to a person resident outside Nigeria, the gift is taxable.


From the foregoing, gifts and donations can be categorized as gifts under “other payments received by an individual” which is taxable. Donations received, from within and outside of Nigeria, are taxable.
FIRS can issue a circular to this effect. By such classification, any donation made directly to a candidate as gift, other than for the purpose of funding can be so taxed. Funds donated to Candidates personally, which was not classified for the use of such candidate’s campaign, can be taxed by FIRS. FIRS through this classification can demand for disclosure of the amount and the source of such amount.
What happens when a campaign donation is classified as personal donations to the candidate in a bid to dodge INEC regulation? Such personal donation will be taxable as gift under the Personal income Tax Act.
Campaign Donations cannot be properly classified as gifts under Personal Income Tax Act, this is because it is not a donation directly credited for the direct profit and individual use of the candidate. It is meant for campaign and campaign only and the moment it comes into the individual purse of a candidate it becomes taxable as “other payments received by an individual” under section 3(1) (f) of the Personal Income Tax Act.
The distinction between personal donation made to the candidate for his personal purpose and the donations made for campaign purpose is that:



Donations made to a candidate’s campaign, in the strict sense, are not meant to confer personal benefits, profit or income on him; he is not meant to use the fund for any personal endeavor apart from the sole or very strict incidental purpose of campaign. Any conversion of campaign money into personal use by the candidate should be declared to the FIRS as taxable.

It is urgently important for FIRS to issue a circular in order to provide for uses of campaign fund that will or will not amount to personal use by the candidate for the purpose of taxation. For instance, where campaign money is used to by loads of expensive clothes for the candidates and his family, election night celebration party, food, security, lease or purchases, donations, fines and court settlements, where campaign money is used to pay for personal Attorney of the candidate ( in action to stop defamation, nuisance e.t.c), or attorney of the campaign or attorney prosecuting election petition, will such amount to personal use of campaign fund by the candidate; for the purpose of taxation. All these are what such circular or direction should discuss.

In order not to tax every mundane thing or amount that falls under the drag net, the FIRS can set a threshold amount.


Position of the Law on foreign financing of Election, Political Parties and Candidates
Section 225 and 226 of the 1999 Constitution (as amended) provides for the regulation of campaign funds and finances of political parties in Nigeria. Both sections stipulates that all political parties must submit a detailed annual statement, expenditure and analysis of its source of fund and other assets to INEC. INEC can in-turn has the powers to investigate such statements and analysis submitted by the political parties after which it will give a report on the account of every political party to the National Assembly.

Section 225(3) provides that:
No political party shall –
Hold or possess any funds or other assets outside Nigeria; or
Be entitled to retain any funds or assets remitted or sent to it from outside Nigeria.
Any funds or other assets remitted or sent to a political party outside of Nigeria shall be paid over or transferred to the Commission within twenty-one days of its receipt with such information as the Commission may require.
…….

The above quoted section shows that foreign donations to political parties from outside of Nigeria must be sent to INEC within twenty one days by such Political parties. Section 85 of the Electoral Act, 2022, also criminalizes such infraction.
This section explicitly stated that “any funds or other assets sent to a political party from outside of Nigeria”. This means that any money or assets, so far it is coming from outside of the territorial limits of Nigeria, either by a Nigerian or non-Nigerian, once received by the Political party must be sent to INEC within twenty one days.



Amendments
Nigeria has a Country needs to out-rightly ban foreign donations. The Constitution needs to be amended to this effect.

The section 225 of the Constitution providing that such money donated to political parties should be remitted to INEC is not helpful as it leaves room for political parties to be tempted not to remit such funds to INEC, especially in a Country like ours where there are no strict compliance and enforcement of regulations.
The Constitution and Electoral Act needs to be amended to expressly extend the stiff and rigorous regulation of political parties in regards to foreign donations and campaign finances to candidates in order to ensure transparency and accountability and also to ensure that our common patrimony is not hijacked by foreign interests.

The Law needs to expressly define whether or not funds or assets sent by Nigeria citizens living abroad are classified as funds or assets sent from outside of Nigeria, since the aim is to curb foreign influence of Nigeria’s Electoral system.

The Personal Income Tax should be amended to expressly include or exclude campaign donations for the purpose of taxation.



Conclusion
The will of the people through a free and fair election is pivotal to a functional democracy. A major threat to this “will of the people” is an unregulated campaign funding, lack of transparency and non-accountability of funds.

An election influenced by illicit money against the will of the people can never be adjudged as free and fair. A major means of achieving a regulated campaign finance system in Nigeria are the powers bestowed on INEC (Independent Electoral Commission) and FIRS( Federal Inland Revenue Service) for the purpose of requiring sources and amount of campaign and election finance, donation and other information needed for the purpose of transparency, accountability and taxation. This paper has proffered necessary solutions and required amendments in combating incidences of unregulated financial donations and expenses in Nigeria.

Can a wife sue for emotional abuse, without seeking divorce, when the husband cheats?

~Opatola Victor Esq.


Yes.
As a matter of fact, either of the couple can sue for emotional or psychological abuse caused by the infidelity of the other partner or when the other partner cheats or commits adultery.

While adultery is not a punishable offence in Southern part of Nigeria, yet, a partner can be held liable for emotional abuse of the other partner when he/she cheats.

This can even be achieved without the other party sueing for divorce.

On NBC's revocation of TV and Radio station license.

Opatola Victor Esq.
0904 181 5408



I was on a TV program this morning and I argued that although the NBC Act allows the Commission to revoke licenses for non payment of prescribed fee, yet such action of revoking a license is against the public interest (based on Nigeria's present situation) doctrine of adminstrative law.


Relevant scholars all over the world has argued that the main purpose of the development of a country's public
administrative activities is to fully realize public interests, and public rights.


The third schedule empowering the NBC to revoke licenses for non payment of prescribed fee uses the word "may" which shows a latitude of discretionary powers of the Commision. Furthermore, the same third schedule list other considerations that the Commision may Consider in renewal or revocation of a license.


It is trite that NBC should understand that the starting point of administrative
powers must be based on the consideration of public interest needs.


I further argued that NBC's exercise of administrative
power must be constrained by public interests. Only in this way can its role be fully realized.


In these days of serious security concerns, Political and election issues and the roles of TV and Radio stations in disseminating timely and important information; the Commision ought to consider these overriding public interests and be ingenious in claiming it's debt through civil means, and not outright revocation of a premium license.


The Commision could approach the Court through an undefended list procedure which is faster and enforce the judgement by levying execution on all accounts of the TV and Radio stations; or probably suspend the stations instead of outright revocation of the these licenses.


The overiding interest that should influence the decision of the Commision must remain public interest and the priority doctrine of public interest theory should appropriately apply here.

Good places to get an investor for your Startu

1. Angellist dot com
2. investorhunt dot co
3. www.twine dot net/resources/investor-list
4. danban dot org
5. www.nordicmakers dot vc
6. LinkedIn
7. Twitter
8. Facebook Tech groups.

In other to get their attention:

1. An out of the blue DM is not advisable. Do not send them a message asking them to invest in your Startup. They get a lot of such message and they will likely ignore it. No spams too.

2. Engage their posts.
Comment on their post, share their content. Create an online relationship with time. Then it will be easier to get their attention

3. An introduction is best. An introduction from a friend or investor, or where you physically walk up to an investor.

Opatola Victor Esq

Anybody picking the APC presidential form should know that immediately he signs before Commisioner for Oath or Notarize the Voluntary Withdrawal Letter attached to the APC Form, he has voluntarily and automatically withdrawn himself.

Simple.

Withdrawal takes effect on its on, upon signing and submitting.
It does not need any other external action to be fulfilled.

Section 31 of Electoral Act, 2022

"A candidate may withdraw his or her candidature by notice in writing signed by him and delivered personally by the candidate to the Political Party that nominated him for the election and the political party shall convey such withdrawal to the Commission not later than 90 days to the election."

By the provision of the above section, all a candidate needs to do is to write a withdrawal letter, sign it and submit it in person to the Party.

By the use of the word "Shall" in the section, once the candidate submits it, the Party must compulsorily give such letter to INEC atleast 90 days before election.


Opatola Victor Esq.

Anybody picking the APC presidential form should know that immediately he signs before Commisioner for Oath or Notarize the Voluntary Withdrawal Letter attached to the APC Form, he has voluntarily and automatically withdrawn himself.

Simple.

Withdrawal takes effect on its on, upon signing and submitting.
It does not need any other external action to be fulfilled.

Section 31 of Electoral Act, 2022

"A candidate may withdraw his or her candidature by notice in writing signed by him and delivered personally by the candidate to the Political Party that nominated him for the election and the political party shall convey such withdrawal to the Commission not later than 90 days to the election."

By the provision of the above section, all a candidate needs to do is to write a withdrawal letter, sign it and submit it in person to the Party.

By the use of the word "Shall" in the section, once the candidate submits it, the Party must compulsorily give such letter to INEC atleast 90 days before election.

Opatola Victor Esq.

THE IMPORTANCE OF WEBSITE PRIVACY POLICY IN NIGERIA

Opatola Victor Esq.
0904 181 5408
#legalify

The only two things you should take away from this article

1. Privacy Policy is a Legal requirement for websites, Apps and any medium that collects user data.

2. Having a well suited and properly drafted Privacy Policy by your Lawyer, for your website and Mobile App is to your protection and advantage.

******
Data is gold, but there are Laws regulating the collection, processing, use, transfer and deletion of customer data in Nigeria.

Your Website, Mobile Application or online personal service is under an obligation to protect personal data in any incidence of processing of such data.

So any how you cut it, this applies to your website or App.

******WHO NEEDS A PRIVACY POLICY

Under the National Information and Technology Development Agency Regulation (NITDA Regulation) any operator of a commercial website, mobile application, or online service that collects “Personal Data" from its users is required to post a privacy policy on its site and comply with that policy.

This means even if you are collecting only customers email and phone number you need a Privacy Policy,

This also applies when you use a third party to collect your data.

******PENALTIES FOR NOT HAVING A DATA PRIVACY POLICY

Apart from possible criminal liabilities, you will still be liable to pay the following:

1. If your website processes more than ten thousand people's data, you will pay the equivalent of 2% of your annual gross revenue in the preceding year or the payment of 10 million Naira ( which ever is greater).

2. If your website processes less than ten thousand people's data, you will pay the equivalent of 1% of your annual gross revenue in the preceding year or the payment of 2 million Naira ( which ever is greater).

3. This can lead to a user bringing a Lawsuit in the future, if her data was used in a way that violates her privacy, because the way or manner in which her data will be used was not stipulated

Your Website or App should have a privacy policy.

THE IMPORTANCE OF WEBSITE PRIVACY POLICY IN NIGERIA

Opatola Victor Esq.
0904 181 5408
#legalify

The only two things you should take away from this article

1. Privacy Policy is a Legal requirement for websites, Apps and any medium that collects user data.

2. Having a well suited and properly drafted Privacy Policy by your Lawyer, for your website and Mobile App is to your protection and advantage.

******
Data is gold, but there are Laws regulating the collection, processing, use, transfer and deletion of customer data in Nigeria.

Your Website, Mobile Application or online personal service is under an obligation to protect personal data in any incidence of processing of such data.

So any how you cut it, this applies to your website or App.

******WHO NEEDS A PRIVACY POLICY

Under the National Information and Technology Development Agency Regulation (NITDA Regulation) any operator of a commercial website, mobile application, or online service that collects “Personal Data" from its users is required to post a privacy policy on its site and comply with that policy.

This means even if you are collecting only customers email and phone number you need a Privacy Policy,

This also applies when you use a third party to collect your data.

******PENALTIES FOR NOT HAVING A DATA PRIVACY POLICY

Apart from possible criminal liabilities, you will still be liable to pay the following:

1. If your website processes more than ten thousand people's data, you will pay the equivalent of 2% of your annual gross revenue in the preceding year or the payment of 10 million Naira ( which ever is greater).

2. If your website processes less than ten thousand people's data, you will pay the equivalent of 1% of your annual gross revenue in the preceding year or the payment of 2 million Naira ( which ever is greater).

3. This can lead to a user bringing a Lawsuit in the future, if her data was used in a way that violates her privacy, because the way or manner in which her data will be used was not stipulated

Your Website or App should have a privacy policy.

Pre-Money v. Post-Money valuation

Opatola Victor
0904 181 5408

There are very little moment as beautiful for a Start-up as when it is about raising money.

In order to raise money, you must understand the basics and it starts from Pre-Money mad Post-Money evaluation.

--------+
Pre-money is a company worth before the investment round.

Post-money valuation— is the company's worth after the investment. It is done right after the investment round.

Simple as ABC right?

---------+
Let's give example in figures of Pre-money Valuation

Example: An investor is going to invest $2 million into AbujaHub based on an $8 million pre-money valuation. The pre-money value is $8 million. This represents what the Investor and AbujaHub have agreed AbujaHub is worth at the moment immediately prior to the new investment.

How is pre-money value determined?

Pre-money value as a negotiated number that is the value of the Startup at that given period.

Valuation of early stage Start-up without revenue or profits are not always based on fixed accounting model. The valuation is often highly negotiated, driven by market forces and inherently speculative.

---------+

Example of Post-Money valuation

Example: An Investor is going to invest $2 million into AbujaHub based on an $8 million pre-money valuation. The post-money value is $10 million. This equals the $8 million pre-money value plus the $2 million of new money that is in AbujaHub's coffers immediately following the investment.

Why is Pre- Money Valuation important to an investor

1. Calculating the pre-money and post-money valuation of a startup is essential to investors as it allows them to derive their investment value. They use it to determine future returns.

2. Pre-money valuations help the investor derive the startup’s worth and the individual price of the issued share. The price of the shares is vital as it dictates the number of shares the investor gets.

---------+
Note: why Pre-Money is important to a startup founder

1. Pre-Money determines the amount of equity an investor will get.

2. The PPS( Price Per share) and pre-money are proportional to each other. An investor will pay a higher price for each share if its pre-money valuation is higher.

So determining the right or high pre-money valuation should be of top importance to a start-up founder.

The price per share (PPS) that an investor will pay for its stock is driven by the following formula:

(PPS) = pre-money value / fully diluted capitalization

Example 1:
An investor wants to invest is $2 million into AbujaHub based on an $8 million pre-money valuation. After the investment, the Investor will own 20 percent of AbujaHub ($2 million equals 20 percent of AbujaHub $10 million post-money value).

Example 2:
An investor wants to invest $2 million into AbujaHub based on a $7 million pre-money valuation. After the investment, the Investor will own 22 % of AbujaHub (the investor's $2 million investment equals 22% of AbujaHub's $9 million post-money value).

Pre-Money v. Post-Money valuation

Opatola Victor Esq.
0904 181 5408

There are very little moment as beautiful for a Start-up as when it is about raising money.

In order to raise money, you must understand the basics and it starts from Pre-Money mad Post-Money evaluation.

--------+
Pre-money is a company worth before the investment round.

Post-money valuation— is the company's worth after the investment. It is done right after the investment round.

Simple as ABC right?

---------+
Let's give example in figures of Pre-money Valuation

Example: An investor is going to invest $2 million into AbujaHub based on an $8 million pre-money valuation. The pre-money value is $8 million. This represents what the Investor and AbujaHub have agreed AbujaHub is worth at the moment immediately prior to the new investment.

How is pre-money value determined?

Pre-money value as a negotiated number that is the value of the Startup at that given period.

Valuation of early stage Start-up without revenue or profits are not always based on fixed accounting model. The valuation is often highly negotiated, driven by market forces and inherently speculative.

---------+

Example of Post-Money valuation

Example: An Investor is going to invest $2 million into AbujaHub based on an $8 million pre-money valuation. The post-money value is $10 million. This equals the $8 million pre-money value plus the $2 million of new money that is in AbujaHub's coffers immediately following the investment.

Why is Pre- Money Valuation important to an investor

1. Calculating the pre-money and post-money valuation of a startup is essential to investors as it allows them to derive their investment value. They use it to determine future returns.

2. Pre-money valuations help the investor derive the startup’s worth and the individual price of the issued share. The price of the shares is vital as it dictates the number of shares the investor gets.

---------+
Note: why Pre-Money is important to a startup founder

1. Pre-Money determines the amount of equity an investor will get.

2. The PPS( Price Per share) and pre-money are proportional to each other. An investor will pay a higher price for each share if its pre-money valuation is higher.

So determining the right or high pre-money valuation should be of top importance to a start-up founder.

The price per share (PPS) that an investor will pay for its stock is driven by the following formula:

(PPS) = pre-money value / fully diluted capitalization

Example 1:
An investor wants to invest is $2 million into AbujaHub based on an $8 million pre-money valuation. After the investment, the Investor will own 20 percent of AbujaHub ($2 million equals 20 percent of AbujaHub $10 million post-money value).

Example 2:
An investor wants to invest $2 million into AbujaHub based on a $7 million pre-money valuation. After the investment, the Investor will own 22 % of AbujaHub (the investor's $2 million investment equals 22% of AbujaHub's $9 million post-money value).

How shares work in a Startup

Opatola Victor Esq.
0904 181 5408
adeopatola@gmail.com
#Legalify

Shares are of serious consequences when it comes to investment, ownership and control of a company. They are of monetary value too.
All companies in Nigeria has a minimum share capital of one hundred thousand, which can be subsequently increased as the need arises.

So how do shares really work in a start-up?

Assuming Mr. A and Mr. B founded a Tech company Called AbujaMoney.

Assuming both of them decided to allot 50% of the company total shares to each other, meaning that they both have 500 thousand each of the company shares, totalling the company's one million shares.

So Mr. A has 500k shares = 50%
Mr. B has 500k shares = 50%

After a while, they began to make profit and generate revenue and the business was valued at a pre-money valuation of 40 million naira.

Mrs C decides to invest 10 million naira into the business.

How much shares will Mr A, B and Mrs C have in the company upon such investment?

How much will be their percentage shares in the company?

At what rate will Mr. A and Mr. B's percentage in the company be devalued?

If Mrs C invest 10 million naira in a company worth 40 million Naira, then her percentage will be 25 percent of the company, which is 250 000 shares. This 250 000 shares will be issued freshly to Mrs C.

This means that the 250 thousand shares will not be removed from the initial 1 million shares, but will be issued afresh to Mrs C.

So the total issued shares of the company will be worth 1,250,000 shares in total.
Mr. A's percentage will be 40% = 500 thousand shares of 1,250,000
Mr. B's percentage will be 40% = 500 thousand shares of 1,250,000
Mrs. C's percentage will be 20% = 250 thousand shares of 1,250,000

The above means that the post money valuation of the Company is now 50 million naira.

So this is how it will work for all subsequent rounds of investment, but with some levels of variation in terms and conditions reached.

One thing is certain, there are a lot of agreements reached before an investor can invest in a company. It is usually a tussel of interests and control. The start-up doesn't want to give too much control to the investor and the investor needs a level of control in order to safeguard his investment.

Both of them wants to value each other correctly. The investor wants to value the company correctly and not give too much or more than the company is really worth, while the start-up founders also wants to ensure that it doesn't give too much equity to the investor than the value he is bringing to the table.

Next Post Discussion:
1. So what is devaluation and how do investors protect themselves from devaluation
2. What is convertible note, what is the use, how important is it and what are other options to it?
3. What is vesting and what is the use?
4. Different types of shares and rights attached to them

How shares work in a Startup

Opatola Victor Esq.
0904 181 5408
adeopatola@gmail.com
#Legalify

Shares are of serious consequences when it comes to investment, ownership and control of a company. They are of monetary value too.
All companies in Nigeria has a minimum share capital of one hundred thousand, which can be subsequently increased as the need arises.

So how do shares really work in a start-up?

Assuming Mr. A and Mr. B founded a Tech company Called AbujaMoney.

Assuming both of them decided to allot 50% of the company total shares to each other, meaning that they both have 500 thousand each of the company shares, totalling the company's one million shares.

So Mr. A has 500k shares = 50%
Mr. B has 500k shares = 50%

After a while, they began to make profit and generate revenue and the business was valued at a pre-money valuation of 40 million naira.

Mrs C decides to invest 10 million naira into the business.

How much shares will Mr A, B and Mrs C have in the company upon such investment?

How much will be their percentage shares in the company?

At what rate will Mr. A and Mr. B's percentage in the company be devalued?

If Mrs C invest 10 million naira in a company worth 40 million Naira, then her percentage will be 25 percent of the company, which is 250 000 shares. This 250 000 shares will be issued freshly to Mrs C.

This means that the 250 thousand shares will not be removed from the initial 1 million shares, but will be issued afresh to Mrs C.

So the total issued shares of the company will be worth 1,250,000 shares in total.
Mr. A's percentage will be 40% = 500 thousand shares of 1,250,000
Mr. B's percentage will be 40% = 500 thousand shares of 1,250,000
Mrs. C's percentage will be 20% = 250 thousand shares of 1,250,000

The above means that the post money valuation of the Company is now 50 million naira.

So this is how it will work for all subsequent rounds of investment, but with some levels of variation in terms and conditions reached.

One thing is certain, there are a lot of agreements reached before an investor can invest in a company. It is usually a tussel of interests and control. The start-up doesn't want to give too much control to the investor and the investor needs a level of control in order to safeguard his investment.

Both of them wants to value each other correctly. The investor wants to value the company correctly and not give too much or more than the company is really worth, while the start-up founders also wants to ensure that it doesn't give too much equity to the investor than the value he is bringing to the table.

Next Post Discussion:
1. So what is devaluation and how do investors protect themselves from devaluation
2. What is convertible note, what is the use, how important is it and what are other options to it?
3. What is vesting and what is the use?
4. Different types of shares and rights attached to them

How shares work in a Startup

Opatola Victor Esq.
0904 181 5408
adeopatola@gmail.com
#Legalify

Shares are of serious consequences when it comes to investment, ownership and control of a company. They are of monetary value too.
All companies in Nigeria has a minimum share capital of one hundred thousand, which can be subsequently increased as the need arises.

So how do shares really work in a start-up?

Assuming Mr. A and Mr. B founded a Tech company Called AbujaMoney.

Assuming both of them decided to allot 50% of the company total shares to each other, meaning that they both have 500 thousand each of the company shares, totalling the company's one million shares.

So Mr. A has 500k shares = 50%
Mr. B has 500k shares = 50%

After a while, they began to make profit and generate revenue and the business was valued at a pre-money valuation of 40 million naira.

Mrs C decides to invest 10 million naira into the business.

How much shares will Mr A, B and Mrs C have in the company upon such investment?

How much will be their percentage shares in the company?

At what rate will Mr. A and Mr. B's percentage in the company be devalued?

If Mrs C invest 10 million naira in a company worth 40 million Naira, then her percentage will be 25 percent of the company, which is 250 000 shares. This 250 000 shares will be issued freshly to Mrs C.

This means that the 250 thousand shares will not be removed from the initial 1 million shares, but will be issued afresh to Mrs C.

So the total issued shares of the company will be worth 1,250,000 shares in total.
Mr. A's percentage will be 40% = 500 thousand shares of 1,250,000
Mr. B's percentage will be 40% = 500 thousand shares of 1,250,000
Mrs. C's percentage will be 20% = 250 thousand shares of 1,250,000

The above means that the post money valuation of the Company is now 50 million naira.

So this is how it will work for all subsequent rounds of investment, but with some levels of variation in terms and conditions reached.

One thing is certain, there are a lot of agreements reached before an investor can invest in a company. It is usually a tussel of interests and control. The start-up doesn't want to give too much control to the investor and the investor needs a level of control in order to safeguard his investment.

Both of them wants to value each other correctly. The investor wants to value the company correctly and not give too much or more than the company is really worth, while the start-up founders also wants to ensure that it doesn't give too much equity to the investor than the value he is bringing to the table.

Next Post Discussion:
1. So what is devaluation and how do investors protect themselves from devaluation
2. What is convertible note, what is the use, how important is it and what are other options to it?
3. What is vesting and what is the use?
4. Different types of shares and rights attached to them

Bigotry against Muslims in the Southwest: Prof Kperoogi's Misconstrued Notion

Opatola Victor
adeopatola@gmail.com

In the midst of our National prayers for the repose of the souls of the lives lost in the Ikoyi building collapse, I came across Professor Kperoogi's Article on bigotry against Yoruba Muslims by their fellow Southwest Christians, on account of their faith.

Reading his article, I believe he ran into some misconstrued conjectures.

The article presupposes that non-muslim Yorubas are well to do and better off in the echelon of things compared to muslim Yorubas; so much so that this notion dictates his perceived opinion on "inferiorization" of Yoruba Muslims.

Yoruba Muslims are not inferior in the Southwest and can never be.
Probably, because Kperoogi is not a Yoruba as he said, he doesn't understand the intricate web of love, mutual respect and human weakness involve in the Yoruba and Muslim relationship.

I grew up in the thick of Muslim communities in Oyo Alaafin.
I have a whole section of my immediate family members who when I think about them, the fact that they are Muslims doesn't even come to fore; this is so for majority of all the Yoruba families in the the Southwest.
So I can tell you of valid and current palpitating nature of friendship and family life between Muslims and Christian's in the Southwest.

How will a Muslim be said to discriminated against in Kwara State, Ogun state or Oyo State, even Lagos. How?

Do personal individual prejudice exists? Yes. Definitely.

Can this prejudice swing both ways? Yes, it can swing both ways.

Should we exalt such individual prejudices to the alter of general labeling? Definitely No!

These are instances showing few individual prejudices and weaknesses, and prof. Kperoogi's article has managed to equate the exception with the general.

Fanning the embers of discord.
Professor Kperoogi's piece will not achieve its aim of testing traditional unity in the Southwest. We have read his article, both Muslims and Christian's from the Southwest and we will still share business opportunities together, be more cordial in our differences, celebrate together and pass on the mutual respect of our two religions to the next generation in order to do better.

Bigotry against Muslims in the Southwest: Prof Kperoogi's Misconstrued Notion

Opatola Victor
adeopatola@gmail.com

In the midst of our National prayers for the repose of the souls of the lives lost in the Ikoyi building collapse, I came across Professor Kperoogi's Article on bigotry against Yoruba Muslims by their fellow Southwest Christians, on account of their faith.

Reading his article, I believe he ran into some misconstrued conjectures.

The article presupposes that non-muslim Yorubas are well to do and better off in the echelon of things compared to muslim Yorubas; so much so that this notion dictates his perceived opinion on "inferiorization" of Yoruba Muslims.

Yoruba Muslims are not inferior in the Southwest and can never be.
Probably, because Kperoogi is not a Yoruba as he said, he doesn't understand the intricate web of love, mutual respect and human weakness involve in the Yoruba and Muslim relationship.

I grew up in the thick of Muslim communities in Oyo Alaafin.
I have a whole section of my immediate family members who when I think about them, the fact that they are Muslims doesn't even come to fore; this is so for majority of all the Yoruba families in the the Southwest.
So I can tell you of valid and current palpitating nature of friendship and family life between Muslims and Christian's in the Southwest.

How will a Muslim be said to discriminated against in Kwara State, Ogun state or Oyo State, even Lagos. How?

Do personal individual prejudice exists? Yes. Definitely.

Can this prejudice swing both ways? Yes, it can swing both ways.

Should we exalt such individual prejudices to the alter of general labeling? Definitely No!

These are instances showing few individual prejudices and weaknesses, and prof. Kperoogi's article has managed to equate the exception with the general.

Fanning the embers of discord.
Professor Kperoogi's piece will not achieve its aim of testing traditional unity in the Southwest. We have read his article, both Muslims and Christian's from the Southwest and we will still share business opportunities together, be more cordial in our differences, celebrate together and pass on the mutual respect of our two religions to the next generation in order to do better.

How to write a Police Statement.

Opatola Victor Esq.
adeopatola@gmail.com
0904 181 5408

As Lawyer, my eyes don see many things. I have seen cases where some Police officers write confessional Statement and threaten the suspect to sign it.

��‍♂️��‍♂️��‍♂️.....some Police officers will tell you to just write what they say and once you write as they dictate to you they promise not to charge you to Court. Some police blatantly beat confessional Statement out of the suspect.

Never ever underestimate the effect of Police Statement. Especially if it incriminates the writer, because it can be used as evidence to convict you in Court.

Insist on having your Lawyer present when writing a Police Statement or interrogation.

You must understand that it is your right to have your Lawyer present while writing your Statement, in some states when you demand for your Lawyer before writing a statement and the police refuses, then it may be a ground to dismiss the confessional Statement as a whole.

Insist on having your Lawyer.
Don't be shy or timid, before you timidly incriminate your self and timidly enter prison.

Below are what to do before writing a confessional statement:

1. Insist on having your Lawyer present before writing your statement or before police interrogation. Why, it serves as incentive for Police to act according to the Law, it curtails the use of force or threat by the Police.

2. Calm down, don't allow anybody rush you and don't rush yourself into writing a confessional Statement. Think before even writing anything. Whatever you write can land you prison or help you out of a court case, so be calm and think twice before writing anything.

3. Be brief. No verbosity. The devil is in the details. Don't give unnecessary story. If a petition was written against you, address only the salient points in the petition.

The police can also ask you some questions when you are writing your statement, think twice before answering and writing it too.

4. Never leave space when writing your statement. No paragraph. You write from line to line.

Why?

This is to ensure that no other person can include anything in your statement after you have written it and gone.

5. Your statement is called your statement because it is your statement, because it is your story and nobody should dictate what you know or what you remember and don't remember.

What you don't know or remember should be written as what you don't remember. Sometimes, some Police will want to force you to write what you don't remember or what you don't know, don't try it.

6. Write important dates and facts.

How to write a Police Statement.

Opatola Victor Esq.
adeopatola@gmail.com
0904 181 5408

As Lawyer, my eyes don see many things. I have seen cases where some Police officers write confessional Statement and threaten the suspect to sign it.

��‍♂️��‍♂️��‍♂️.....some Police officers will tell you to just write what they say and once you write as they dictate to you they promise not to charge you to Court. Some police blatantly beat confessional Statement out of the suspect.

Never ever underestimate the effect of Police Statement. Especially if it incriminates the writer, because it can be used as evidence to convict you in Court.

Insist on having your Lawyer present when writing a Police Statement or interrogation.

You must understand that it is your right to have your Lawyer present while writing your Statement, in some states when you demand for your Lawyer before writing a statement and the police refuses, then it may be a ground to dismiss the confessional Statement as a whole.

Insist on having your Lawyer.
Don't be shy or timid, before you timidly incriminate your self and timidly enter prison.

Below are what to do before writing a confessional statement:

1. Insist on having your Lawyer present before writing your statement or before police interrogation. Why, it serves as incentive for Police to act according to the Law, it curtails the use of force or threat by the Police.

2. Calm down, don't allow anybody rush you and don't rush yourself into writing a confessional Statement. Think before even writing anything. Whatever you write can land you prison or help you out of a court case, so be calm and think twice before writing anything.

3. Be brief. No verbosity. The devil is in the details. Don't give unnecessary story. If a petition was written against you, address only the salient points in the petition.

The police can also ask you some questions when you are writing your statement, think twice before answering and writing it too.

4. Never leave space when writing your statement. No paragraph. You write from line to line.

Why?

This is to ensure that no other person can include anything in your statement after you have written it and gone.

5. Your statement is called your statement because it is your statement, because it is your story and nobody should dictate what you know or what you remember and don't remember.

What you don't know or remember should be written as what you don't remember. Sometimes, some Police will want to force you to write what you don't remember or what you don't know, don't try it.

6. Write important dates and facts.

How to write a Police Statement.

Opatola Victor Esq.
adeopatola@gmail.com
0904 181 5408

As Lawyer, my eyes don see many things. I have seen cases where some Police officers write confessional Statement and threaten the suspect to sign it.

��‍♂️��‍♂️��‍♂️.....some Police officers will tell you to just write what they say and once you write as they dictate to you they promise not to charge you to Court. Some police blatantly beat confessional Statement out of the suspect.

Never ever underestimate the effect of Police Statement. Especially if it incriminates the writer, because it can be used as evidence to convict you in Court.

Insist on having your Lawyer present when writing a Police Statement or interrogation.

You must understand that it is your right to have your Lawyer present while writing your Statement, in some states when you demand for your Lawyer before writing a statement and the police refuses, then it may be a ground to dismiss the confessional Statement as a whole.

Insist on having your Lawyer.
Don't be shy or timid, before you timidly incriminate your self and timidly enter prison.

Below are what to do before writing a confessional statement:

1. Insist on having your Lawyer present before writing your statement or before police interrogation. Why, it serves as incentive for Police to act according to the Law, it curtails the use of force or threat by the Police.

2. Calm down, don't allow anybody rush you and don't rush yourself into writing a confessional Statement. Think before even writing anything. Whatever you write can land you prison or help you out of a court case, so be calm and think twice before writing anything.

3. Be brief. No verbosity. The devil is in the details. Don't give unnecessary story. If a petition was written against you, address only the salient points in the petition.

The police can also ask you some questions when you are writing your statement, think twice before answering and writing it too.

4. Never leave space when writing your statement. No paragraph. You write from line to line.

Why?

This is to ensure that no other person can include anything in your statement after you have written it and gone.

5. Your statement is called your statement because it is your statement, because it is your story and nobody should dictate what you know or what you remember and don't remember.

What you don't know or remember should be written as what you don't remember. Sometimes, some Police will want to force you to write what you don't remember or what you don't know, don't try it.

6. Write important dates and facts.

Attorney General of Rivers State v. FIRS & AGF: The ABC of the Court's decision.

Opatola Victor Esq.
adeopatola@gmail.com
09041815408


The recent judgement by Justice Stephen Dalyop Pam in the matter between Rivers State Government V. Federal Inland Revenue and the Attorney General of Federation has generated heated comments in many quarters. A lot of persons has commented and picked sides on the issue without benefit of the arguments canvassed by the parties and reading the judgment and reason of the Court.
One thing is certain, the issues canvassed in the matter goes beyond the implication of the popular issue of who is entitled to VAT and who is entitled to collect VAT, to which body can collect (not which body owns it) Incomes, profits and capital gains Tax in Nigeria; to whether or not the Tax and Levies Act is valid and Constitutional.

Main Arguments.

1. Whether Federal Government and Federal Republic of Nigeria ( yes, there is a difference between both) have the powers to make laws for taxation only on item 58 & 59 of the second schedule of the Constitution. ( Item 58 provides for taxation of Stamp Duties & 59 provides for the taxation of Incomes, profits, capital gains, except as otherwise provided by the Constitution. )
2. That FIRS has no powers to enforce the collection of any tax other than those in item 58 & 59.
3. Whether the Powers of the National Assembly to make Laws on taxation applies to anything outside Incomes, profits, capital gains.
4. Whether the collection of taxes in item 58 & 59 (stated above) and item 7 & 8 of the part II of the Second Schedule to the Constitution the Federal Government can delegate the collection of Taxes to any other body or person other than the State Government or any authority of the State Government.
5. Whether Taxes and Levies Act, as far as it legislate for collection of taxes other than those listed in item 58 & 59 (stated above) and item 7 & 8 of the part II of the Second Schedule to the Constitution, is unconstitutional.
( Taxes and Levies Act empowers the Federal Government to collect Withholding Tax, Value Added Tax, Education Tax, Capital Gains Tax on non residents of FCT, Pools Betting, lotteries Gaming and Casinos, Road Tax, business Premise Registration Tax e.t.c)


1. Plaintiff Argument ( Rivers State)
The Federal Government to impose and collect tax is expressly limited to those species of tax stated in item 58 & 59 (stated above). It further argued that taxes like VAT, Withholding Tax, Tertiary Education Tax and Technology Tax are beyond the scope and Constitutional contemplation of item 58 & 59 (stated above) and is therefore unconstitutional.

Defendant argument ( FIRS and A.G Federation)
FIRS argued that by section 4 ( boarders on the Powers of the National assembly to make Laws for the Federation, also that it can make Laws for items on exclusive list and concurrent list to the exclusion of the State House of Assembly) , 315( provides that Laws, decree, enactments made before the 1999 Constitution will automatically valid and subsisting as an existing Law or Act so far it is that in which National Assembly can make Laws, 318, item 58 & 59 (stated above) and section 1 and 2 of part III of the Constitution; the National Assembly has all the needed Powers to enact Legislations to cover all the above referenced taxes.
The AGF argued that the fact that the National Assembly has enacted Laws on the taxations provided for in the concurrent legislative list automatically precludes the State House of Assembly from doing same that is inconsistent with the Laws enacted by the National Assembly.

Courts Decision (paraphrasing)
1. First, the argument of the AGF is blank. As at the time of the filing and decision on this matter the Rivers State Government has not made any Laws that contradicts the Laws enacted by the National Assembly on the issues at hand. Rivers State Government has only challenged the Powers of the Federal Government to impose and collect taxes outside of the express provisions of item 58 & 59 (stated above).
On FIRS argument, the Court held that upon careful perusal of section 4, 315, 318, item 58 & 59 and section 1 and 2 of part III of the Constitution ( all stated above), the Court cannot see anywhere the Federal Government is given the express powers to make Tax Laws beyond Constitutional Limit of item 58 & 59 of the second schedule of the Constitution.
The Law is trite that Statutes should be given their ordinary and literal meaning, where they are clear and unambiguous. Provision of item 58 & 59 of the second schedule of the Constitution is clear and unambiguous, it relates only and expressly to stamp duties, faction of incomes, profit and capital gains only. This interpretation does not lead to absurdity and doesn't contradict other parts of the Constitution.
Furthermore, Tax Laws are interpreted strictly. In interpretation of Tax Laws, there are no presumption or intendment. There is also no Equity in the matters of tax.
Also, it is trite Law that when a Statute expressly mentions a thing among other alternatives, it is taken that those not mentioned are to be excluded. I'd the Constitution wanted VAT, Education Tax, Technology Tax etc. to be Taxed by the Federal Government it would have expressly included it among the ones it stated, but it didn't.

2. On Whether the collection of taxes in item 58 & 59 (stated above), by item 7 & 8 of the part II of the Schedule to the Constitution the Federal Government can delegate the collection of Taxes to any other body or person other than the State Government or any authority of the State Government.
Item 7 & 8 of the part II of the Schedule to the Constitution provides that
7. In exercise of it's powers to impose any tax or duty on
(a) Capital gains, incomes or profit of persons other than companies; and
(b) documents or transactions by way of stamp Duties, the National Assembly may subject to such conditions as it may prescribe, provide that the collection of such tax or duty or the administration of the Law imposing it shall be carried out by the Government of a State or other authority of a State.
8. Where an Act of National Assembly provides for collection not Tax or Duty on Capital Gains, incomes or profit or the administration of any Law by an authority of a State in accordance with paragraph 7 hereof, it shall regulate the liability of persons to such tax or duty in such manner as to ensure that such tax or duty is not levied on the same person by more than one State.
The above provision is express and unambiguous. The collection of the above taxes are to be done by the State or State Authority, subject to the condition the National Assembly may dictate. Item 7 & 8 of the part II of the Constitution expressly limits the body that can collect such Taxes listed in item 58 & 59 to the State or a State Authority and nothing more.


3. Whether Taxes and Levies Act, as far as it legislates for collection of taxes other than those listed in item 58 & 59 (stated above) and item 7 & 8 of the part II of the Second Schedule to the Constitution, is unconstitutional.
The Court held that per the decision of a Superior Court, Court of Appeals, in the case Uyo Local Government Council v. Akwa Ibom State Government & Anor. the Court held that it nullified the Taxes and Levies Act for being inconsistent with the provisions of the 1999 Constitution. The Court followed the principles of judicial precedent by so holding that the Act is null and void, mad any tax so provided for in the Act is unconstitutional.


The Court so held in favour of Rivers State.

Can I trademark my name?

Do you have a business?
Are you a Business, Relationship, financial or life Coach?

Then you should consider trademarking your name.

You can trademark your name as a Service Mark or Trademark. A service mark, much like a trademark, is a word or symbol a person uses to describe her services, as opposed to goods.

Sarah Pauline trademarked her name as a service Mark under education. Also Morgan Freeman is a trademarked name.

You can trademark your name when it is used in the course of your business or service.

Opatola Victor Esq.
adeopatola@gmail.com
09041815408