The Business Facilitation (Miscellaneous Provisions) Act (the “Act”) became law when, on 14 February 2023, the President of the Federal Republic of Nigeria, Muhammadu Buhari, signed the bill passed by the Senate in December 2022. The Act is a legislative brainchild of the Presidential Enabling Business Environment Council aimed principally at removing bureaucratic bottlenecks and administrative impediments to doing business in Nigeria.
The Act was passed in a bid to ensure that Nigeria is conducive for business operations by providing regulatory ease, ensuring transparency, efficiency, and productivity in order to, ultimately, catalyze the growth of the economy.
The Act amends certain provisions of relevant legislations such as the Companies Allied Matters Act (“CAMA”), Nigerian Export Promotion Council Act, Customs and Excise Management Act, Export Prohibition Act, Financial Reporting Council Act, Foreign Exchange (Monitoring and Miscellaneous Act), Immigration Act, Industrial Inspectorate Act, Industrial Training Fund Act, Investment and Securities Act, National Housing Fund Act, National Office for Technological Acquisition and Promotion Act, National Planning Commission Act, Nigerian Customs Service Board Act, Nigerian Investment Promotion Commission Act, Nigerian Oil and Gas Industry Content Development Act, Nigerian Ports Authority Act, Patents and Designs Act, Pension Reform Act, Standards Organisation of Nigeria Act, and Trademarks Act.
Whilst the Act is yet to be gazetted, we expect the gazetted version to mirror the provisions of the Act as assented by the President. This article sets out the impact of the key provisions of the Act in relation to CAMA.
1. Transparency Requirements for MDAs: The Act requires Ministries, Departments and Agencies (MDAs) of the Federal Government that provide products and services to the public to publish and keep updated a complete list of requirements to obtain such products and services. The said products and services include, among other things: permits; licenses; waivers; tax-related processes; filings; approvals; registrations; and certifications, to be performed or conducted in accordance with the functions of the relevant MDA.
MDAs are also now mandated to communicate the approval or rejection of an application within the time stipulated in its published list. Where an application for a product is not concluded within the stipulated timeline, such application will be deemed approved and granted. In addition, where an application is rejected within the timeline, the MDA is obligated to communicate the rejection to the applicant setting out the grounds for the rejection.
2. Key Changes under CAMA: Regarding CAMA specifically, some key changes introduced to the same by the Act are as outlined in the table below.
The Act represents a major legislative framework for Nigeria to deliver an enabling business atmosphere for companies and ultimately achieve economic development. The amendments are indeed laudable as they aim to tackle the pain points of companies. It is hoped that like the Finance Acts, subsequent iterations of the Act are passed periodically to address regulatory loopholes and help keep our laws relevant for addressing emerging global business trends.
1. Part 1 of the Schedule to the Act.
2. Part 1 of the Schedule to the Act.
heading