REPATRIATION OF PROFITS IN NIGERIA

Repatriation of profits is the procedure that involves the conversion of a foreign currency to the currency of the country in which one resides in. In Nigeria, there is free entry and free exit movement of foreign investment funds. After payment of relevant taxes, investors abroad can proceed to repatriate their investment along with the proceeds only if the investment was brought under a Certificate of Capital Importation (CCI). However, due to the Central Bank of Nigeria (CBN) guarding the currency and the global fall in the crude oil prices which has diminished the ease that comes with repatriating foreign investment capital from Nigeria.

A Certificate of Capital Importation (CCI) is a document that is issued by an authorized dealer (a Nigerian commercial bank) to a foreign investor during the phase in which the investor brings capital which may be in the form of cash, debt, equity or goods into Nigeria. The Certificate of Capital Importation (CCI) authenticates the inflow of foreign capital into Nigeria and it should be issued to the investor within 24 hours of the capital inflow otherwise the investor may lose the benefits attached to that CCI. The inflow and outflow of the capital investment to which a CCI relates must be carried out by the commercial bank that issued the CCI. However, where prior approval is obtained from the Central Bank of Nigeria (the CBN), the outflow may be conducted by a different bank.

Foreign investors that are willing to invest in Nigeria must bring it under the CCI. Any foreign investment without a CCI will lead to exchanging currencies in the Nigerian foreign exchange which is way more expensive and challenging as well the risk of breaching anti-money laundering regulations.

The CBN also introduced electronic CCIs, also knowns as e-CCIs, in September 2017, before which time CCIs had been issued in hardcopy (documents). E-CCIs are issued, managed, and monitored via an electronic platform administered by the CBN, to which the commercial banks and investors have access. This was introduced in order to provide solutions to problems such as misplaced or inadvertently destroyed CCIs that resulted in investors being unable to repatriate the proceeds of their investment. Benefits of the e-CCI includes:

• It is a safe, stress-free and convenient way of safekeeping and tracking CCIs
• It allows the ease of monitoring the status of a CCI application,
• It allows an investor track all of the CCIs issued to it by multiple banks.

However if a contract for a contract involving a transfer of technology or of technical expertise, it will require registration with the National Office for Technology Acquisition and Promotion (NOTAP) so that payments made under that contract can be remitted out of Nigeria through the Nigerian foreign exchange market. According to the National Office for Technology Acquisition and Promotion Act every agreement involving the transfer of foreign technology to a Nigerian company must be registered with the NOTAP within sixty (60) days of execution or conclusion of the agreement. Non-registration will frustrate transfer of any payments to be made outside Nigeria under the respective Agreement. An agreement involves transfer of technology if it is connected with the use of trademarks or patented inventions, supply of technical expertise, engineering or plants & machinery or the provision of operating staff or managerial assistance.

IMPORTANCE OF A CERTIFICATE OF CAPITAL CERTIFICATE IMPORTATION (CCI)

The following are the advantages of foreign investment under a Certificate of Capital Importation (CCI):

• A CCI is a pre-requisite document for the transfer, in any convertible currency, of proceeds of an overseas capital investment out of Nigeria using the Nigerian foreign exchange market.
• The holder of a CCI can open a foreign currency denominated account and a special non-resident Naira denominated account into which receipts of capital inflows from its Nigerian investment may be credited.
• The investor’s foreign currency denominated domiciliary account and non-resident Naira denominated account would usually be opened with the commercial bank that has issued the CCI.

CAPITAL OUTLOWS, AND OUTWARD TRANSFERS IN RESPECT OF DIVIDENDS, PROFITS, LOAN REPAYMENTS AND DIVESTMENTS

According to the CBN control manual, foreign investors are guaranteed unconditional transfer of their capital, profits and dividends attributable to their investments in any convertible currency through the Authorized Dealers.

Capital Transfer (other than Securities) Applications for capital transfer on withdrawal of investment may be processed by the Authorized Dealers subject to the following documentation requirements:

1. Copy of sales agreement
2. Original certificate of capital gains tax paid (where applicable)
3. Certificate of Capital Importation as evidence that the original investment was imported into Nigeria whether in the form of cash or goods (raw materials, machinery and equipment), or Approved Status in the case of an old company/investment or evidence of previous remittance of profits and dividends
4. Evidence to show that the beneficiary has sold or transferred assets
5. Evidence of valuation by an independent third party
6. Completed and approved Form “A”

Transfer of Shares Transfer of shares can be done by companies subject to:

1. Board Resolution authorizing such transfer
2. Payment of Capital Gains Tax where applicable
3. Transfer agreement
4. Letter of clearance from Securities and Exchange Commission that the transfer is duly authorized. After such transfer, companies are required to notify the federal Ministry of Finance, NIPC and CBN for monitoring and record purposes

Capitalization/Rights Issue Capitalization/Rights Issue can be carried out by companies subject to evidence of the following:

1. Board Resolution authorizing such capitalization
2. Payment of relevant stamp duty to the Corporate Affairs Commission (CAC)

Remittance of Dividends, Profits, etc. The documentation requirements for the remittance of dividends and profits are as listed below:

1. Duly completed and approved Form “A”
2. Audited accounts for the year dividends were declared.
3. Board of Directors / AGM resolution, authorizing the payment of dividends profits to both local and foreign shareholders.
4. Evidence of tax payment on the amount to be remitted outside Nigeria issued by Federal Inland Revenue Services.
5. Evidence of capital importation into Nigeria, e.g. CCI or Approved Status evidence of previous remittance of dividend / profit.
6. Evidence of what is due to each shareholder for the period dividends is declared. 78 Authorized Dealers are required to submit monthly returns to the Central Bank of Nigeria on capital transfer/repatriation and remittance of profits and dividends.

Utilization of Certificate of Capital Importation(CCI):

1. Authorized Dealers are to note that all cases of capital outflows and outward transfers in respect of dividends, profits, loan repayments and divestments as specified in Memoranda 20, 21, 22 and 23 of this Manual shall be restricted to the dealing bank that issued the Certificate of Capital Importation unless a prior approval of the Director, Trade & Exchange Department, to the contrary is obtained.
2. In the cases indicated in (i) above, the original Certificate of Capital Importation should be retrieved and cancelled by the dealing bank. The bank should retain a photocopy for its records and surrender the cancelled original to the Directory, Trade & Exchange Department, CBN, Abuja.

CONCLUSION

Repatriation of profit in Nigeria has a free entry and free exit movement especially for foreign investment funds. The only clause that will guarantee a free entry and free exit movement is bringing the investment under a Certificate of Capital Importation (CCI) coupled with the payment of taxes, this will allow investors abroad to successfully repatriate their investments along with the proceeds in Nigeria. For more information on repatriation of profits in Nigeria, you can contact us on 08023200801, 08075765799, Email: info@qeeva.com

About the author

Onamakinde Dare Daniel is a highly motivated accountant with knowledge in Accounting, Taxation, Management, Audit, Costing and Research. He is keen on tax matters due to its ever dynamic nature.

Error: Contact form not found.