Nigeria
Shipowner Eligibility
Under the MSA, persons qualified to own a registered Nigerian ship are:
1. Nigerian citizens
2. Bodies corporate established under and subject to the laws of Nigeria and having their principal place of business in Nigeria.
3. Any other person prescribed by the Minister of Transport (MOT) by regulation made for that purpose.
Ships wholly owned by Nigerian citizens or bodies corporate established in Nigeria must be registered either in Nigeria, or in any other country.
About the Flag
The Federal Republic of Nigeria located in West Africa comprises 36 states and a federal capital territory, Abuja. It borders the North Atlantic Ocean between the Republic of Benin and Cameroon. The official language is English as Nigeria was a British colony until gaining independence on October 1st, 1960. It is a member of the Commonwealth, the UN, the AU and the IMO. The Nigerian government has been in civil rule since 1999 The President is the Commander-in-Chief of the Nigerian Armed Forces. The legal system is based on Nigerian legislation and judicial precedents, Received English law comprising Common Law; doctrines of equity; statutes of general application in force in England on January 1, 1990 and Customary law (which includes Islamic law in some northern states).
The Nigerian economy, shored up by robust banking and fiscal regimes has matured considerably as a result of which Nigeria is currently regarded as an emerging market that continues to attract FDI. Chief trading partners remain the United States and the EC nations. There is a notable and fast-growing trading relationship with China. The currency used is the Naira. (NGN)
The law which governs ship registrations in Nigeria is the Merchant Shipping Act, 2007 (MSA). In 2004 Nigeria introduced a cabotage regime established by the Coastal and Inland Shipping (Cabotage) Act 2003. The current regulatory body for the Nigerian maritime industry is the Nigerian Maritime Administration and Safety Agency (NIMASA) established by the NIMASA Act 2007. There is other legislation for maritime matters like the Admiralty Jurisdiction Act 1991 which regulates jurisdiction for maritime suits.
Company Formation
The legislation governing the registration of companies in Nigeria is the Companies and Allied Matters Act, LFN 2004 Cap C20. A company may be incorporated for any lawful purpose. The aims and objectives are required to be stated in the Memorandum (constitution) and Articles (regulations) of Association of the company. The corporate name may be in any language, and incorporations are usually completed within three weeks of submission of complete documentation to the Corporate Affairs Commission, the Nigerian companies' registry.
Companies which may be incorporated in Nigeria can be broadly categorised into private and public companies. The minimum membership required in all companies is two and the maximum membership in the case of a private company is 50, while the membership of a public company is unlimited. A Nigerian company must have a minimum of two directors, two shareholders, a secretary, and an auditor. The directors may be of any nationality and are not required to be resident in Nigeria. Every Nigerian company is required to file annual returns at the Corporate Affairs Commission. The first returns are required to be filed within 18 months of incorporation. The company is also required to provide information on its registered office, share structure, membership, and particulars of its directors and secretaries before incorporation.
The authorised share capital of a Nigerian company should not be less than NGN10,000 in the case of a private company NGN500,000 for a public company and NGN10, 000,000 for any company that has a foreigner as a shareholder. The subscribers to the Memorandum and Articles of Association are required to take up a minimum of 25% of the authorised share capital on incorporation. Shares may either be ordinary (attract no special rights), preferential or both, and provision may also be made for founder's shares (deferred rights). A corporate body can invest and hold shares in a company in the same manner as an individual. A foreigner may invest or participate in the operation of any enterprise in Nigeria or may incorporate a wholly owned foreign company provided there is compliance with the immigration laws which require that resident permits, expatriate quotas business permits and other investment approvals be obtained.
Taxation
Every company registered in Nigeria, save for companies operating in the upstream sector of the petroleum industry, is required to pay company income tax which is presently assessed at the rate of 30% of its chargeable profit plus an additional 2% of its assessable profit as Education Tax. The taxation of companies in the upstream sector of the petroleum industry is graduated between 50% and 85% of operating profit, depending on the nature of their operations. This is known as the Petroleum Profits Tax.
Individual employees, directors, and other officers of a company are also required to pay personal income tax which is presently charged at the graduated rate of between 5% to 20% for incomes ranging between NGN30,000 and NGN160, 000, while the effective rate of 25% is applied against any amount above NGN160,000. Further, directors' fees are subject to a withholding tax of 10% deductible before the payment of the fees. A responsibility is placed on all employers to deduct personal income tax from their employees' remuneration under a system known as the Pay As You Earn (P.A.Y.E.). An expatriate working in Nigeria for a period less than 183 days in any 12 calendar months, who is employed by a foreign employer who deducted and remitted such employee's personal income tax in his country of residence, is exempt from the P.A.Y.E. system.
Other major taxes that both companies and individuals are liable for in Nigeria include: Value Added Tax of 5%; Capital Gains Tax of 10%.Withholding Tax of 10% is also levied on such incomes as dividends, interests, rents (including bareboat charters) and royalties. There is a 2% levy charged on the gross income earned from the operation of vessels within the cabotage area.
Nigeria has double taxation agreements with each of Belgium, Canada, Czech Republic, France, the Netherlands, Pakistan, Romania, Sweden, and the United Kingdom.
Registration and Documentation
All ships owned by persons qualified to own Nigerian registered ships are required to be registered at the Nigerian Ships Registration Office or any other country's Registry, unless granted an exemption from registration by the Minister of Transport. Ships not exceeding 15 GRT employed solely on the coast or inland waters of Nigeria may, if the Minister deems fit, be exempted from such registration. Self-propelled ships of less than 15 GRT are not subject to registration.
An application for registration of a ship is required to be made to the Nigerian Ship Registration Office which office is within the NIMASA. The application is required to be supported with the following documentation:
• Certificate of Incorporation Carving and Marking Note (date obtained and date returned)
• Memorandum and Articles of Association Provisional Certificate of Registry (if applicable)
• Current Tax Clearance Certificate of the company and its directors Vessel's log book showing present location of ship and its employment (report on ship's activities for the last 12 months if already within Nigerian territorial waters)
• Current list of directors of the company (Form C07) Declaration of ship's name
• Duly stamped Bill of Sale for second hand tonnage or Builders Certificate for a newly built vessel Name and address of ship managers
• International Tonnage Certificate Condition survey report and tonnage measurement certificate as approved by the Minister
• Deletion Certificate (if ship was previously registered in another country) Call sign certificate
• Certificate of approved plan of ship issued by NIMASA or by classification society on behalf of NIMASA Loadline certificate
• Outline specification of ship SOLAS certificates if vessel more than 500GRT
• Any recent surveys and certification of ship Bank reference/statement or other evidence of financial resources
• Declaration of Ownership Form Ship's master's name and certificate number
• Application for approval of ship's name Registration fee
• Classification Certificate
The Nigerian Ships Registry makes a distinction between provisional and permanent registration.
A Provisional Certificate is only granted to a ship in order to enable her to sail into a Nigerian port to complete the registration process. The provisional certificate has a lifespan of six months or until the vessel arrives in Nigeria, whichever is earlier.
A Certificate of Registry will be issued on completion of registration. The same documents are required to support an application for provisional registration of a ship.
A Consul is not permitted to accept registration documents and cannot issue Certificates of Registration.
Although originals of the above documents are required, faxes will be temporarily accepted if the sender undertakes to deliver the originals shortly after the fax transmission.
Bareboat Charter Registration
There is a provision for bareboat charter registration under the cabotage regime. Under the Coastal and Inland Shipping (Cabotage) Act 2003 a bareboat chartered-in vessel can be registered in the Nigerian Ship Register for the period of the charter and fly the Nigerian flag. Under this regime the charter period must be a minimum of five years and the vessel must be chartered-in by Nigerian citizens or companies with 100% Nigerian shareholding. However vessels chartered-in for a period of less than 5 years have been known to be registered.
To avoid dual registration, which is prohibited, the original registry will be suspended for the period of the registration in Nigeria. The vessel will for that period be for all intents and purposes a Nigerian vessel, however all dealings in private law provisions as it relates to the vessel shall be conducted through the original registry, that is a sale or mortgage of the vessel CANNOT be done through the Nigerian Registry.
Vessel and Yacht Eligibility & Survey Requirements
There are no age limitations for Nigerian ships. A ship applying to be registered in the Nigerian register would be required to undergo a condition survey and tonnage measurement. The survey and measurement shall be conducted by a surveyor of ships appointed by the Minister of Transport. The condition survey certificate and tonnage certificate shall be submitted in support of the application for registration. Every ship owner is to ensure that the ship conforms with the plans and specifications stated in the documents submitted for the registration.
In addition to the condition survey at the time of registration, an owner of a Nigerian ship or coastal and inland water ship is required by the MSA to cause the vessel to be surveyed at least once every year by a surveyor of ships. Vessels are required to produce survey certificates before proceeding to sea or on any voyage or excursion. The requirement for survey applies to the following vessels:
• Nigerian ships
• Coastal and inland trade ships
• Any other passenger vessels when they are within any port in Nigeria.
A ship applying to be registered in Nigeria will be required to belong to a classification society, which society will also conduct surveys on the same.
Crewing
There are no nationality restrictions for crew members of Nigerian seagoing vessels. All officers are however required to have certificates of competency issued in accordance with the MSA, though foreign certificates of competency may be accepted with the approval of the MOT.
Ships engaging in international trade are required to have on board deck officers, engineers, radio officers, medical officers, cooks, and deck ratings in accordance with the safety manning regulations of the MSA.
Other basic crewing standards for the safe operation of ships are as regulated by the NIMASA.
Vessels engaged in inland and coastal trade are however required to be crewed by only Nigerian citizens, though a waiver of this requirement may be granted by the NIMASA on certain conditions which include that there is no Nigerian seafarer capable and available to perform the specified function.
Mortgages
Ship mortgages are created and registered at the Nigerian Ship Registration Office. Even though the MSA does not provide for consent of the MOT to the mortgage of a vessel, in practice the consent of the Director General of the NIMASA is always obtained before registration. The mortgage would also be registered at the Corporate Affairs Commission should the mortgagor be a company. Subsequent mortgages may be created on the same ship and priority is determined by the date of registration as opposed to the date of creation of the mortgage. A registered mortgagee of a ship has absolute power to dispose of the ship in respect of which he is registered once his power of sale becomes exercisable. However, where there is a prior mortgage, his power of sale can only be exercised with the consent of the prior mortgagee and under the order of a court of competent jurisdiction.
Fees
SHIP REGISTRY TARIFF
Currency is the Nigerian Naira or US$(USD) as noted below
FLAG REGISTRATION FEES
AMOUNT
1.
Flag Registration
15 tons – 200 tons
N100,000.00
201 tons – 1000 tons
N120,000.00
On every subsequent 1000 tons above the initial 1000 tons
N20,000.00
2.
Provisional Registration of FPSO and FSO
N500,000.00
3.
Provisional Registration of Rig
N200,000.00
4.
Provisional Registration of other vessels
N100,000.00
5.
Consent to Mortgage or Consent to Sell
N50,000.00
6.
Change of Ownership
15 tons - 200 tons
N100,000.00
201 tons – 1000 tons
N120,000.00
On every subsequent 1000 tons above the initial 1000 tons
N20,000.00
7.
Registration of Mortgage
N100,000.00
8.
Registration of Cabotage Vessel Operators
N100,000.00
Renewal of Cabotage Vessel Operators
N25,000.00
9.
Availability/Approval of Vessel Name
N50,000.00
10.
Reservation of Name
N50,000.00
11.
Carving and Marking Note
N50,000.00
12.
Placement of Caveat
N40,000.00
13.
Bill of Sale
N35,000.00
14.
CTC of Document
N2,000.00 per page
15.
CTC of Certificate
N50,000.00
16.
Suspension of Registration
N50,000.00
17.
Placement of Notation
N100,000.00
18.
Re-Issuance of Certificate
N40,000.00
19.
Renewal of Registration
Half of the total cost of registration fees
20.
Mortgage Form
N30,000.00
21.
Application for Ship Registration Form
N20,000.00
22.
Deletion Certificate
N50,000.00
23.
Legal Search
N20,000.00
24.
Certificate of Encumbrance
N50,000.00
25.
Transcript of Registry
N50,000.00
26.
Change of vessel name
N50,000.00
27.
Penalty for loss of Certificate of Registry
N100,000.00
28.
Official request for letter
N25,000.00
29.
Penalty for late renewal of flag registration
3 -6 months
N50,000.00
6 months -1year
N100,000.00
Above 1 year
N150,000.00 flat
CABOTAGE REGISTRATION FEES
CABOTAGE REGISTRATION FEES
AMOUNT
1.
VESSEL TONNAGE
FOREIGN
VESSELS
NIGERIAN
VESSELS
1 – 1,000 Grt
USD 1,000.00
N50,000.00
1,000 – 10,000 Grt
USD 1,500.00
N75,000.00
Every subsequent 1,000 Grt above 10,000
USD 250.00
N15,000.00
2.
Renewal of Cabotage Special Registration
Half of the registration fees
3.
Legal search fees
N5,000.00
4.
Inspection of Cabotage Special Registration
N2,000.00
5.
Certified True Copy of particulars of ship
N2,000.00 for each document certified
6.
Exemption fees for Government owned vessels and
Non-Government owned vessels
N5,000.00
7.
Annual endorsement of certificate Cabotage-Special Registry
N10,000.00
8.
Penalty for late renewal of Cabotage registration
3 -6 months
N20,000.00
6 -12 months
N40,000.00
Contact
Registration
Mr. Ziakede P. Akpobolemi
Director General/CEO, NIMASA
Nigerian Maritime Administration and Safety Agency (NIMASA)
4 Burma Road
Apapa, Lagos, Nigeria
Tel: [234] (1) 5451943 or 5451944
Company Formation
Deputy Registrar of Companies
Corporate Affairs Commission
Area 11, Garki
P.M.B 198
Abuja, Nigeria
Tel: [234] (9) 314 2917; 314 8060
Fax: [234] (9) 314 2669
Taxation
Assistant Director
Federal Inland Revenue Service
International Tax Division
39/43, Ibadan Street (East)
Ebute-Metta
Lagos, Nigeria
Tel: [234] (1) 865 883
Fax: None available.
Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW Convention 78
STCW-F Convention 95
SAR Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88
IMO Conventions
Status of Convent Nigeria
IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79 x
STP Agreement 71
Space STP Protocol 73
IMSO Convention 76 x
INMARSAT OA 76 x
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73
CLC Convention 69 d
CLC Protocol 76
CLC Protocol 92 x
FUND Protocol 76
FUND Protocol 92 x
FUND Protocol 2003
NUCLEAR Convention 71
PAL Convention 74 x
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76 x
LLMC Protocol 96
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005 x
SUA Protocol 2005
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007 x
HONG KONG CONVENTION
x= ratification
d=denunciation