Legal due diligence checklists for Nigerian investments

Corporate & Organizational Documentation

• Incorporation Papers: Review Certificate of Incorporation, Memorandum & Articles of Association, shareholder agreements, share certificates, and any amendments.
  Forvis MazarsLawCare Nigeria

• Registration Verifications:

  • Confirm company status via the Corporate Affairs Commission (CAC) and ensure annual returns are filed, with no penalties.
    Business Cardinal

  • For foreign-owned entities, verify registration with the Nigerian Investment Promotion Commission (NIPC).
    DLA PiperTa-Ng

Licenses, Permits & Regulatory Compliance

• Sectoral Approvals: Ensure all industry-specific licences are current (e.g., from CBN, NCC, NIPC).
  DLA Piper

• Foreign Technology Contracts: Agreements involving technology transfer must be registered with the National Office of Technology Acquisition and Promotion (NOTAP) within 60 days.
  Ta-Ng

Board & Governance

• Review minutes of board meetings, directors’ registers, and organizational structure.
  Forvis Mazars

• Identify any unrecorded or shareholder agreements that may affect control or ownership.
  LawCare Nigeria

Legal Liabilities & Litigation

• Conduct checks on active or threatening lawsuits—civil, criminal, or regulatory.
  Forvis Mazars

• For property-related investments, ensure proper title validation and land registry searches.
  AB Legal PractitionersSyntax Legal Practitioners

Property, Assets & Intellectual Property

• Confirm clear ownership of all assets: real estate, equipment, IP rights, etc.
  LawCare NigeriaThe Black Oak Legal

• Ensure trademarks, patents, copyrights, and trade secrets are secured and properly assigned (especially for software/IP-heavy companies).
  The Black Oak Legal

Contracts & Agreements

• Assess key agreements: employment, supplier, customer, distribution, licensing, and shareholder arrangements.
  Forvis MazarsBlack Crest

• Check for restrictive clauses, unfavorable terms, or auto-renewal provisions.

Environmental, Tax & Compliance Obligations

• Identify environmental exposure, required impact assessments, or regulatory filings.
  Black Crest

• Verify tax status: outstanding liabilities, filings for CIT, VAT, TIN, ITF, etc.
  Business CardinalLawCare Nigeria

Financial & Insurance

• Review financial statements (3–5 years), audit reports, and assess debt exposure.
  LawCare Nigeria

• Confirm insurance coverage (liability, property, professional indemnity).
  Black Crest

AML & KYC Compliance

• Ensure anti-money laundering protocols align with the Money Laundering (Prohibition) Act, and partners are registered with EFCC, SCUML, and NFIU.
  WikipediaBusiness Cardinal

Operational & Market Viability

• Understand the business model, scalability, revenue streams, and competitive landscape.
  Chiamaka Okoye

• Assess the leadership, key management, and operational policies.
  LawCare Nigeria

Professional Engagement & Documentation

• Maintain a dedicated, confidential due diligence team and properly document all findings.
  Forvis Mazars

• Engage legal, financial, technical, and environmental professionals for thorough vetting.
  LawCare Nigeria

Summary Table

Why Protech Consulting?

Partnering with Protech Consulting ensures your Nigerian investments are thoroughly vetted—protecting you from legal, operational, and reputational risks. They assist with documentation review, strategy formulation, and seamless execution.