Company Secretarial and Advisory Services
Nigerian law compels Nigerian companies to appoint a Company Secretary and it is an offence to carry on business without appointing one. VICTORIA CHAMBERS will act as company secretaries and provide all requisite services, including:
- Scheduling and co-ordination of meetings of the Board of Directors, Board Committees and General Meetings;
- Preparation and distribution of minutes, Board packs and other documentation in respect of the meetings;
- Review of the Directors’ Report and Chairman’s Statement which is included in the Annual Reports and Accounts;
- Filing of all statutory returns, including annual returns, relevant resolutions, changes in the composition of the board or the shareholding structure, or charges against the company’s assets; and
- Maintaining the corporate seal and statutory registers (including minute books, register of Directors and their interests, share certificate booklets, etc.).
Company Set-Up and Post Incorporation Approvals
Foreign companies are prohibited from doing business in Nigeria until they incorporate as a local entity. This service includes advising on the following:
The optimal company structure;
- Features and benefits of each type of company structure; and
- Company name, share capital structure and board composition.
It also entails preparation and filing of statutory forms and supporting documents at the Corporate Affairs Commission and drafting of the Memorandum and Articles of Association as well as other pre-incorporation documents (Shareholders’ Agreements, Resolutions, etc.).
Nigerian law requires that the registered office of the company be situated in Nigeria. For the purpose of incorporation, the offices of VICTORIA CHAMBERS may be used as the registered office of the company.
After incorporation, we assist our clients in obtaining the requisite approvals from industry specific regulators including the following:
- Central Bank of Nigeria (CBN);
- Department of Petroleum Resources (DPR);
- Federal Ministry of Commerce (FMC);
- National Insurance Commission (NAICOM) ;
- National Office for Technology Acquisition and Promotion (NOTAP);
- Nigerian Investment Promotion Commission (NIPC);
- Nigerian Stock Exchange (NSE);
- Financial Reporting Council (FRC);
- Pension Commission (PENCOM); and
- Securities and Exchange Commission (SEC).
Oil and Gas
Victoria Chambers provides legal advisory support on oil, gas and power projects, amongst others, which span the energy supply value chain.
These projects usually require the provision of advice on transactional issues relating to gas supply and utilization, engineering procurement and construction.
Effective governance is a key component of organizational success and is under the increased scrutiny of stakeholders, including regulators and shareholders. Our governance services which are designed to assist Boards charged with the governance of organizations perform optimally, include:
- Governance Review of an organization’s level of compliance with corporate governance principles;
- Board Evaluation and Peer Review to assess the effectiveness of the Board, Board Committees and individual Directors;
- Codification of Board and Committee Charters to ensure effectiveness and to act as a road map;
- Codification of policies including Code of Ethics, Whistle Blowing, Conflict Resolution, etc.;
- Remuneration Surveys and Benchmarking; and
- Non-Executive Director Selection.
In compliance with Nigerian law, all foreign companies wishing to do business in Nigeria must (following the incorporation of a Nigerian entity), obtain consent in the form of a “Business Permit”. Similarly, all companies wishing to employ non-Nigerians must first obtain expatriate quotas. In addition, all non-Nigerians intending to take up employment in Nigeria must be in possession of valid work permits.
We provide the following services:
- Obtaining Business Permits and Expatriate Quota approvals and renewals;
- Advising on and processing appropriate visas, work and residence permits; and
- Immigration Advisory generally.
Business Recovery and Insolvency
We specialize in providing services to Shareholders, lenders and stakeholders of under-performing businesses. Services cover three broad areas Corporate Analysis, Restructuring & Turnaround and Insolvency.
Our ultimate goal is restructuring solutions designed to build a platform for swift recovery and sustained future success”
Victoria Chambers is conscious of the heavy responsibility involved in handling its clients’ money and protecting their goodwill. Although this legal field naturally demands a degree of assertiveness in order to enforce the client’s rights, we firmly believe that assertiveness must be balanced with fairness and generosity towards the debtors.
The unique debt collection procedures, skilled work teams, reliable subcontractors and constant investment in state-of-the-art technologies allows our Firm to offer our clients proven excellence and effectiveness.
In Partnership with our network of law offices and collection agencies local and overseas, we are able to offer our clients effective international debt collections services in over 160 countries worldwide.
We provide technical/strategic support for Law Firms currently representing some of the largest debt collection agencies in the world including the TCM Group which is a unique global alliance of local debt collection agencies and specialized law firms. With representation in over 160 countries spanning every major economic region of the globe and our strategic support to the TCM Group representing Nigeria and West Africa, we are in a unique position to deliver fast, effective solutions to the complex challenges of global debt recovery problem.
Our firm prosecutes and defends litigation matters for its clients in courts and tribunals located in various states of Nigeria. Our primary objective is to ensure that disputes arising from the business and commercial activities of clients are effectively resolved with minimum expenditure of time and resources by clients.
Our litigation practice supports our corporate law practice, while the former is in turn enhanced by our aptitude in the latter. Our lawyers have helped to extend and clarify the frontiers of commercial law and practice in Nigeria, especially through litigation.
Our firm is registered with the Securities and Exchange Commission as Capital Market Operator and is a registered member of the Capital Markets Solicitors Association (CMSA). We advise our client on a broad spectrum of capital market transactions, including corporate restructurings, schemes of arrangement and restructuring and collective investment schemes.
Specialist Assistance and Statutory Health Check
We are able to provide specialist advice and assistance on company law and corporate practice matters including advice on requirements for various business combinations, due diligence on potential target entities, company restructuring and re-registration and alteration of capital.
In addition, companies are required to maintain statutory registers, file periodic returns and keep the regulators updated in respect of changes in companies. In this regard, we assist our clients in ensuring all requirements are met.
In performing the Statutory Health Check we:
- Review the statutory information held in the company’s file at the Corporate Affairs Commission vis-à-vis the records kept by the company and ascertain consistency;
- Provide recommendations on the rectification of any discrepancies that come to our attention; and draft company secretarial documents pursuant to bringing the records up-to-date.
Personal and Estate Planning
We offer a full range of Personal and Estate planning. We will deliver wills and Power of Attorneys that reflects each individual situation. We assist clients to ensure that assets are titled rightly and that family business stays in compliance.
We assist clients capture both tangible and intangible assets by assisting to capture documents and pass on not just financial assets but ALL assets.
Virtual Office Services
This service is provided to small companies, start-ups and foreign companies with minimal local presence. This allows them to make use of quality facilities whilst keeping overheads low.
We are able to provide:
- A physical address for incorporation and tax purposes;
- Telephone call handling;
- Mail (paper) handling;
- Dedicated telephone line;
- Detailed caller and contact reporting; and
- Office space for meetings.