ON #WAHALADEY?® FOR STARTUPS 001 [FAQ]

ON #WAHALADEY?® FOR STARTUPS 001 [FAQ]

 

NB: WahalaDey® and the “Arms Akimbo with 2 tops button” are registered trademarked platform for Legal/Professional solutions, both offline and online, targeted at Lawyers[1], Certified Professionals[2] and Independent users.

It is a digital platform which allows independent users to access Lawyers and/or Certified Professionals for advisory recommendations, information and knowledge exchange.

 

 

Q: Is it really necessary to hire a lawyer for the incorporation of our start-up? Why is it so expensive?

 

A:  “It seems to me that this would be a pretty standard process. What is “expensive?” Creating a business entity is as simple as completing and filing (and paying for) the appropriate paperwork. The actual legal “heavy lifting,” rather, is drafting appropriate operating agreements, shareholder agreements, bylaws, and other charter-type documents which are never cut-and-paste, as usually believed by clients. Every agreement to be drafted at every point in times has its own peculiarities”

 

Different Legal Practitioners in Nigeria with different levels of experience in different parts of the country charge different rates. What you must always consider is the experience of the legal practitioner in the field of your start up and how well such Legal Practitioner can aid you in minimizing cost within the confines of the law.

 

 

 

Q: What kind of information do start-ups have to disclose when they are still private? With forms like the incorporation certificate, share table, etc., which of these needs to be public and when?

 

A: Forming an entity (e.g. LTD) will generally require you to disclose, to the jurisdiction in which the entity is being formed, the principal physical location of the business, and name and location of respective branches.

Some jurisdictions require you to disclose corporate capitalization (but I cannot think of one which makes that information publicly available). If your start-up needs certain business licenses, you may need to disclose personnel information to “responsible” agents, Legal practitioner and representatives of respective government parastatal.

You may, upon selling securities, need to file forms with the SEC or agencies in which you disclose certain financial details (EFCC i.e. SCUML) in trying to attract foreign entities by lauding the privacy they afford to business organizers. However, “privacy” interests should be taking a back seat to logistical, tax, and other considerations to make when going into business.

 

Q: Hello! I realize that this is sort of a general question, but I know that many first time start-up founders make a lot of legal mistakes which can be very costly later on or even ruin the company. What are some pointers that you give entrepreneurs to avoid the most common pitfalls?

In no particular order, common mistakes include:

 

– engaging, and paying, product and software developers based on an RFP or otherwise without a contract containing appropriate IP assignment, representation / warranties, and licensing provisions, among others;
– not having a trademark clearance search performed before either applying for a registration or investing in marketing with an unqualified mark;
– merely filing for incorporation  of Organization to create a LTD and not having an operating Agreement drafted by and among the Members;
– forming a “Business Name” entity because the filing fee is relatively cheap, or because forming a  “Business Name” entity is commercially cool;
– using contracts obtained online and without review, whether from LegalZoom, GOOGLE or otherwise;
– treating independent contractors like they were employees; and

– Messing up by making parties signing a self-reviewed contract which eventually turn around to attack you.

 

Don’t do these things, and remember Legal Practitioners after. Start with your Legal Adviser from the GO!

 

Remember this Article is in no way Legal advice and must not be substituted for one. Please contact your Lawyer if any WahalaDey?®

Please ask more questions by commenting below or tweet at @legalbyteafr with the #WahalaDey


[1]. Verified Legal practitioners/Attorneys as required within specific jurisdictions.

[2]. Verified Professionals in specific fields who have been certified by registered bodies.

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Fawehinmi Oyinkansola Esq.

Fawehinmi Oyinkansola aka The FozaDoza is synonymous to energy and passion. With keen interest in the entertainment and legal industrIes, Foza has been able to create a niche in both industries for herself. She obtained her LL.B and a Diploma in Security studies from the prestigious Babcock University Ilisan Remo, Ogun State. She was called to the Nigerian Bar in 2014.

She started out in the entertainment industry as Business manager for a school group called Pro Inc which became the favourite go to hip hop group in school. This spurred her passion for talent management and she has worked as a road manager at Monarc Talent Agency (an affiliate of Aristokrat Records), G- WorldWide Entertainment as business manager and currently is the General Manager at a 360 management company (Incubation Factory).

Her clientele spans across the music, film and telecommunications industries where she has effectively brokered license, distribution and endorsement deals. She has an impressive personal and professional relationships with all her clients which ensures she creates a comfortable working relationship. She leads the music and film divisions of the firm.

Foza is a vocal and passionate change agent, a non conformist and an adventurous risk taker. These traits have made her a known face as well as speaker on the most prestigious entertainment conferences stage. She strongly believes in integrity and is driven by family and legacy building. She has received numerous awards in relations to leadership and social activities.

Foza enjoys her live band music sessions, and a gathering of talented artiste anytime. She is the life of every party and has an excellent social skill.

Olumide Mustapha Esq.

Olumide Mustapha is a technology and entertainment attorney both in Nigeria and the UK. As an undergraduate he was a student of Sociology and economics at the University of Reading in the UK before embarking on his legal career by first qualifying – with Distinction – as a Solicitor from the College of Law UK, (and then practising for a period), with a particular focus on International Commercial Law,
Tax and Intellectual Property. Having been also called to the Nigerian Bar with Honours Olumide has since continued to focus on the areas of media, entertainment and technology law.

Olumide, in applying his vast legal and business knowledge in these sectors, has successfully initiated, negotiated and pushed through numerous transactions to the commercial benefit of clients. He has advised two of the “Big Three” global music labels on their planned entry into, and commercial strategy for, the Nigerian market; negotiated significant licensing agreements with a number of major Nollywood production houses and advertising agencies on behalf of a major music publishing company; consulted for one of the country’s biggest copyright collective management organisations; and worked with numerous technology start-ups in securing funding and scaling their businesses. Olumide is also the Chair of the Music Publishers Association of Nigeria.

On the back of such experience Olumide has also built over time a formidable network of contacts that allows his clients to enjoy a full suite of legal and business advisory services that include the ability to source funds, conveniently acquire/produce/licence valuable content, in addition to ensuring specialised due
diligence is carried out on all transactions and that good governance is practiced at all times; all with a keen understanding of the relevant market dynamics and client’s specific commercial objectives. Moreover, he has significant experience in litigation and has a lot of expertise in utilising the Nigerian court system to ensure client’s rights are protected and enforced at all times.

Never being one to shy away from sharing his professional thoughts, opinions, and analyses, Olumide is regularly featured in various media to provide his views and analysis on the legal and business issues surrounding the Nigerian entertainment and technology industries. Such media outlets include Channels TV, TVC, NigeriaInfo FM, Business Day, The Guardian, Techpoint Africa, and the African
Venture Capital Newsletter amongst others.

Olumide’s aim is to use his years of experience and expertise in international commercial and intellectual property law related matters, and strong network of contacts – both foreign and domestic – to contribute to the legal development of Nigerian enterprise structures and governance, and general business practice; thereby pushing the country closer towards fulfilling its socio-economic potential.

Iredumare Ojengbede Opeyemi

A graduate of Obafemi Awolowo University Nigeria (LLB) and University of Strathclyde, Glasgow (LLM) is a legal practitioner in Nigeria with over six years of experience in intellectual property, telecommunication and cyberspace Law.

He is a cyberspace, media and entertainment researcher with keen interest in Music, Film and Television, digital rights and personal data protection, intellectual property protection, creative financing, Media Advocacy and information literacy on the digital space. A cultured, informed and disciplined legal practitioner, who prides himself as a strategic solution executor, an expert in identifying root challenges and creating specific market/territory based solutions to cyberspace and digital challenges. He is always constantly seeking growth opportunities and self-improvement initiatives as a team player working in and for goal-oriented organizations.

Iredumare has spent the last two years facilitating multimillion naira deals for his clients across catalog licensing, catalog acquisition, intellectual property estate valuation as well as developing music business models for various value chain members in the African creative industry. Iredumare enjoys reading and having solution driven conversations with like minds.