business lawyers in lagos nigeria

7 Legal Mistakes that can cripple your business

Legal mistakes in a business environment are defined as law-related issues and proceedings that the owner of a business must consider in order to run the business seamlessly. There are certain legal standards that you need to uphold as a business owner which is all clearly outlined by governmental laws otherwise, issues will arise when not in compliance with such laws and it does have a negative effect on your business’s reputation. Therefore, it’s imperative that you ensure that your business is all above board and that you take all legal understanding seriously. The more you know about the common legal issues that businesses face, the more you can do to avoid them and prepare yourself against them. Legal disputes can be time-consuming and costly, especially for small business owners who may not have the funds for adequate legal representation. While the legal issues that you’re most likely to face will depend on what industry you’re in, these are some of the most common legal mistakes facing the majority of businesses: 1 Not Having a lawyer If you want to prevent legal issues and prioritize being a legally sound company, your best bet would be to seek the advice and guidance of an official legal services provider.  Employing the services of a lawyer aids to identify legal issues that are common and peculiar to the business. The legal advisory can help position the business to take advantage of opportunities that may enhance growth in the long run. It also eliminates any future risk which may threaten the life span of the business. However, in employing the services of a lawyer, small business owners should seek legal advice from lawyers who have expertise in business growth and development. Lawyers who have no expertise in business advisory will fail to recognize the vital issues that are important to the business. 2. Get the Right Business Structure  The type of business structure you decide on for your startup impacts your funding opportunities, tax responsibilities, and personal liability. Although you can change the business structure as the startup develops, setting it up appropriately from the beginning based on the business type and your future goals will give your startup a strong foundation.  The right business structure also helps for effective organization and management structure. Additionally, the right business structure can help the business take advantage of the incentives put in place by legislation to support business growth. not having the right business structure can be a legal mistake that will hinder growth and expose the small business owners to the personal liability of the business. 3. Not Registering Your Business This is another common legal mistake. Entrepreneurs often underestimate the need to register the business entity early. Business entities are capable of owning properties, entering into legal agreements, and having debts obligations. Thus, there is a need to separate the identity of the business entity from the business owners. This is achieved by registering the business structure under the law. Hence, separate the business liability from that of the small business owner.  Ensure that you decide whether registering as a sole trader, a partnership, or a limited company, suits your business ideals and objectives best, and register accordingly. Each structure has different legal implications, so make sure that you understand them fully well with the help of a legal advisor. 4. Not Having Founders/Shareholders Agreement Starting a business with a family member or friend may seem like a good idea, but it could also become a costly legal mistake as the business grows. Because of the familiarity, there are many instances in which an official shareholders’ agreement (which states the objectives, official shares, as well as the rights and responsibilities of each shareholder) and a Founders Agreement sets out the founders’ roles, responsibilities, liabilities, salary, shares in the company (equity), restrictions placed on their ability to work elsewhere and dispute resolution mechanism are often just never created, and when misunderstandings and disagreements arise, it can turn into a nasty legal battle. No matter whom you start a business with (if anyone), ensure an official shareholders’ and Founders Agreements is in place! These agreements help keep your personal and professional relationships intact. 5. No Protection Of Intellectual Property A common legal mistake that many new businesses make is not properly protecting their intellectual property. Intellectual property gives the business its identity and branding distinct from its competitors. This identity and branding can be easily lost to competitors if not protected. Therefore, businesses should at the early stage develop a strategy for its identification and protection. If you do not effectively employ the use of patents and trademarks, you may have to experience another business stealing your ideas and patenting them for themselves. Legal disputes over intellectual property can often be very complex and take years to resolve! Equip yourself with sufficient knowledge about intellectual property to avoid being dragged into a costly and lengthy legal battle. 6. Bad Issuance of Equity In the formation of a company, the equity created is often used as compensation to the founders, investors, and early-stage employees. However, companies make the legal mistake of failing to vest equity before issuance as compensatory benefits. Vesting of equity means the issuance of equity to a founder or investor or employee, but the rights to such equity are given over a period of time. Vesting is used as a form of incentive to ensure commitment to the company. It gives the prospective equity holder an opportunity to create value for the equity. Unwise issuance of equity without vesting gives room for founders, employees, and investors to pull out of the company without creating value for the equity. Thus, it diminishes the value of equity and that of the company. Therefore, hindering the company’s growth and risking business failure. Companies, especially startups are advised to have a vesting clause or agreement when issuing equity to founders, employees, and investors. 7. Uncertain Terms of Service This legal mistake often occurs at the early stage of

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How To Upgrade From A Business Name To A Limited Liability Company In Nigeria

How To Upgrade From A Business Name To A Limited Liability Company In Nigeria

Upgrading your business name registration means that you no longer want to have a mere business name, but a Ltd liability company.

We have always advised startups to do a Ltd liability company registration once and for all.

This takes out the stress of registering as a business name with the hope of upgrading it later to a Ltd liability company.

I understand that the original idea is to save cost, but I tell you that when it’s time for the upgrade, you realize that you will be

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how to register your business in nigeria

5 KEY LEGAL ISSUES YOUR STARTUP LAWYER SHOULD HELP YOU CONSIDER BEFORE LAUNCHING YOUR BUSINESS

Getting a startup lawyer to work with you when trying to create your business is very important.

Many founders have ignored this to their own detriment. And this is because they believed that all they need is just to register the business.

The essence of having a startup lawyer before ever launching your business goes beyond that.

 A startup lawyer guides you and also helps you deal with all the legal issues that you should consider before ever launching a business which you obviously wouldn’t know and probably

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WHY IS IT IMPORTANT I REGISTER MY BUSINESS

WHY IS IT IMPORTANT I REGISTER MY BUSINESS?

Here is a story on why I think it is important you register your business.

On getting to Gbenga and Lolu’s wedding on Saturday, I was approached by the server assigned to my table, who smiled at me and said “what would you like to have Ma.”

 With the menu at hand, glancing through I saw KOREDE SPAG, my eyes shone and excitement flows through my veins that the stress of getting to the event amidst the rain won’t go to waste after all.

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How To Test Your Startup Idea For Market Viability

How To Test Your Startup Idea For Market Viability.

Before you go on with the execution of your startup Idea, you will need to test your idea with the market. This is what we refer to as market viability.

As a startup, doing a market viability analysis will help you determine whether starting a business in that particular market makes business sense or not.

 It gives you a better understanding of the target market and what it precisely requires and if your product falls into the same category or not.

Validating your startup idea at the earliest opportunity is extremely important so that you don’t waste time and money building what no one is willing

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Company limited by shares

What It Means For A Startup to Be Limited by Shares

Should your startup be limited by shares or not? Well, it depends. There are different categories of companies and your startup can be registered as any of them in Nigeria. We have the Company limited by shares, Company Limited by guarantee, and the Unlimited Company. A Company limited by shares is a company that has the liability of its members limited to the extent of their shares or financial contributions to the company.  To this end, upon failure of the company or winding up, the shareholders’ profits or liability would be limited to the number of shares they have in the company.  This means that the personal properties of the founders will not be used to offset the liability of the company. A Company Limited by guarantee on the other hand is a company that is formed for charitable purposes such as the promotion of art, culture, education, research, charity, religion, etc. An Unlimited Company is more or less like a partnership where the liability of members is unlimited upon liquidation of the company. For the purpose of this article, we shall be focusing on companies limited by shares.  Such a company could be a private company or a public company and the shareholders will be either private individuals or companies. A startup registered as a private limited liability company will not make an open call to the public to subscribe to its shares. But if the startup goes public just as Jumia did, it will then be able to call the public for the subscription of its shares and will be registered under the Security and Exchange Commission (SEC) of the country where the company is listed. What are the characteristics of a startup registered as a  Company Limited by Shares? A company of this nature can be easily identified with the following characteristics; a. The Memorandum and Article of Association clearly identify the company as a Company limited by shares. b. The Company can only accommodate two to fifty shareholders.  c.  The name of the company must end with Limited to differentiate it from the Public companies which end with PLC. e. It must have a secretary. Under the new CAMA, the secretary need not be a professional with qualifications and experience in company secretarial duties. What are the advantages of registering your startup as a Company Limited by Shares? The most significant benefit of this kind of company is that the directors’ and shareholders’ obligations to pay for business debts are restricted to the value of their shares.  This means that their personal assets-property, cars, finances are secured and cannot be used if the startup fails or becomes insolvent.  Also, this type of company enjoys tax incentives for the First Eighteen Months after Registration. How many people Do You Need To Set up a company limited by shares? Under the new Company and Allied Matters Act(CAMA), there must be at least one director and one shareholder. Although, the director and shareholder may be the same person. But 2 to 50 is the ideal number. Having more people join your start is a good idea as you will not only have more money to set things up but more robust ideas that can help you run and scale things faster. Who can own a company limited by shares? Any person or a corporate body can own such a company. The owners are known as the shareholders, members, or subscribers and they will appoint directors to run the day-to-day activities of the company.  However, in practice,  the shareholders are often the directors of the company. In conclusion, a startup registered as a  company limited by shares is one of the easiest companies to manage as the shareholders are not much and can be easily controlled.

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How to Know If You Are Running a Small Business or A Startup

How Do You Know If You Are Running a Small Business or A Startup?

From my interaction with so many business owners, one of the things that come up often is knowing the exact difference between a small Business and a Startup. So, If you have been wondering whether you should call yourself a Startup founder or a small business owner, first of all, understand that even though there may be similarities, a Startup is significantly different from a small business in many ways. And if you can give me a few minutes, I will help you understand the key differences between both. Here are seven (7) key features that will help you know whether what you are building is a startup or a small business… 1. TECH-DRIVEN One key feature of a Startup is that it is technologically driven while a small business is not necessarily tech-driven. For example, Bola sells dundun (Fries) and Pap every morning and evening by a busy roadside. Her targets are people going and coming back from work. Tolu and Tito on the other hand, developed a product (App) to enable people to order fries and Pap directly on the App and have it delivered to them even though they are at work. The difference here is that Bola’s business model is not tech-driven while Tolu and Tito’s model is largely tech-driven. Bola is a small business owner while Tolu and Tito are Startup founders. 2. BUSINESS MODEL Startups are usually looking to find a disruptive business model by introducing new ideas, new technology, or new ways of doing things to an existing and sometimes saturated market. A small business on the other hand just wants a sustainable and profitable business model. They are focused on what is already working against what could work. 3. AUDIENCE SIZE A Startup is essentially out to disrupt an existing market and to reach a larger market hence the need for the technology. A small business owner is not out to disrupt anything and he is happy to serve his small market effectively so long as he is profitable. Using the example of Bola and Tolu above, Bola’s market is limited to the number of persons who pass by her stand every day. Tolu and Tito who built an App and have social media presence have millions of people as their potential customers. In other words, they have a larger market made possible by technology. 4. FUNDING OPPORTUNITY A Startup can be non-funded, self-funded, funded by Family, Friends, Angel Investors or it can be venture-backed, that is, funded by Venture Capitalist firms. Startups are externally funded and usually give equity or ownership stake in the Company in exchange for the funds. A small business on the other hand is not externally funded, if anything, It is first self-funded and later on becomes funded by the profits that the business makes. Expansion of the Startup is usually by a series of funding rounds and through Crowdfunding while expansion of a small business is usually from the profits of the business or through loans. 5. PROFITABILITY A small business can be profitable from day one but a Startup may not be profitable even after some years of starting out. 6. EXIT STRATEGY/PLAN A Startup has an exit strategy and this strategy is clearly communicated to every stakeholder, Co-founder, Board member, Investor, etc. from the beginning. Usually, a startup is looking to either sell or IPO within the shortest possible time. That is, they are looking to sell the majority of their shares or be acquired by a major Investor (Individual or Corporate) or go public (move from a private Company to a Public Company) This is called “Exiting”. Unfortunately, not every Startup gets to eventually have a successful exit plan within the time they envisioned. And sometimes, they never do. A Small business owner on the other hand is not looking to sell the business or go Public anytime soon and sometimes never. The business remains a major cash cow for the owner(s) even if it becomes really big over time. 7. LEGAL STRUCTURE Last but not the least, the legal structure of a startup is different from that of a small business. A startup company is registered as a Private Company limited by Shares and rarely as a business name, Venture or Enterprise. A small business on the other hand could be registered as a business name and sometimes as a limited liability company but lacks the other ingredient that makes it a startup. If you are looking to be externally funded by equity investors as against self-funding or taking loans then you should register as a Limited Liability Company. This is the only legal vehicle that supports equity funding. If on the other hand, you are running a one-man business, a sole proprietorship with no prospect for equity funding, then you can register as a business name or an Enterprise. Please note that it is okay to run a “small business” and still register it as a Private Company Limited by Shares depending on the nature of your business and the industry you are in. We must not all be “Startup founders” However, if you are building a Startup you must ensure that you have the right legal structure and have all the necessary legal support you need to build a growth-focused and scalable Company. What are you building? How can we help you with what you are building? To your #LegalSense #BarinaadaLegal

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