The Complete 2004 Laws of Nigeria

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NIGERIAN INVESTMENT PROMOTION COMMISSION ACT

ARRANGEMENT OF SECTIONS

PART I              

Establishment of the Nigerian Investment Promotion Commission

SECTION

  1. Establishment of the Nigerian Investment Promotion Commission.
  2. Governing Council of the Commission.
  3. Tenure of office, etc.

PART II

Functions and powers

  1. Functions of the Commission.
  2. Powers of the Commission.

PART III

Staff

  1. Secretary of the Commission.
  2. Other staff of the Commission, etc.
  3. Staff regulations.
  4. Conditions of service.
  5. Pensions.
  6. Departments of the Commission.

PART IV

Financial provisions

  1. Fund of the Commission.
  2. Power to accept gifts.
  3. Borrowing power, etc.
  4. Annual estimates, accounts and audit.
  5. Annual reports.

PART V

Provisions relating to investment

  1. Enterprises eligible for participation.
  2. Application of this Act.
  3. Establishment of an enterprise.
  4. Registration of enterprise with the Commission.

SECTION

  1. Purchase of the shares of a domestic company by a foreign company.
  2. Incentives for special investment.
  3. Priority areas.
  4. Investment guarantees, transfer of capital, profits and dividends.
  5. Guarantees against expropriation.
  6. Dispute settlement procedures.
  7. Assistance to enterprise.
  8. Transitional provisions.
  9. Repeal of Cap. 178 L.F.N. 1990, etc.
  10. Regulations.
  11. Interpretation.
  12. Short title.

SCHEDULE

Supplementary provisions relating to the Council, etc. 

NIGERIAN INVESTMENT PROMOTION COMMISSION ACT

An Act to establish the Nigerian Investment Promotion Commission, to encourage
and promote investment in the Nigerian economy; and for matters connected therewith.

[1995 No 16.]

[16th January, 1995]

[Commencement.]

PART I

Establishment of the Nigerian Investment Promotion Commission

  1. Establishment of the Nigerian Investment Promotion Commission

(1) There is hereby established a body to be known as the Nigerian Investment Pro-
motion Commission (in this Act referred to as the "Commission").

(2) The Commission shall be a body corporate, with perpetual succession and a
common seal and may sue and be sued in its corporate name.

  1. Governing Council of the Commission

(l) There shall be for the Commission, a Governing Council (in this Act referred to
as "the Council"), which shall be responsible for the discharge of the functions of the
Commission.

 (2) The Council shall consist of-

      (a)       a chairman;

      (b)       a representative each of the following Federal Ministries, who shall not be below the rank of a Permanent Secretary-

(i)    Industry;

(ii)   Commerce;

 (iii)  Internal Affairs;
 
(iv)   Finance;

(v)   Foreign Affairs;

  (vi)  Culture and Tourism;
 
  (vii)  Petroleum Resources;

[1998 No. 32.]

      (c)       a representative of the National Planning Commission, who shall not be below
the rank of a Permanent Secretary;

                      (d)       the Governor, Central Bank of Nigeria;

      (e)       six other persons from the private sector organisations to be appointed by the
President, on the recommendation of the Minister;

      (f)        the secretary of the Commission, who shall also be the secretary to the Council;

(3) The chairman shall be appointed by the President.

(4) The supplementary provisions set out in the Schedule to this Act shall have effect
with respect to the proceedings of the Council and the other matters contained therein.

  1. Tenure of office, etc.

(1) A member of the Council, other than the secretary, shall hold office for a term of
four years and may be re-appointed for one further term of four years and no more.

(2) A member of the Council may at any time resign his office in writing addressed
to the President and may be removed from office by the President.

(3) Members of the Council shall be paid such allowances as may be determined by
the Federal Government.

PART II

Functions and powers

4. Functions of the Commission 

The Commission shall encourage, promote and co-ordinate investment in the Nigerian
economy and accordingly, shall-
 
(a)       be the agency of the Federal Government to co-ordinate and monitor all 
              investment promotion activities to which this Act applies;

(b) initiate and support measures which shall enhance the investment climate in

(c) Nigeria for both Nigerian and non-Nigerian investors

(d) promote investments in and outside Nigeria through effective promotional means;
collect, collate, analyse and disseminate information about investment opportunities
and sources of investment capital, and advise on request, the availability, 
choice or suitability of partners in joint-venture projects;

(e) register and keep records of all enterprises to which this Act applies;

(g) identify specific projects and invite interested investors for participation in those projects;
  initiate, organize and participate in promotional activities, such as, exhibitions,
  conferences and seminars for the stimulation of investments;

(i) maintain liaison between investors and Ministries, Government departments
and agencies, institutional lenders and other authorities concerned with investments;

(j) provide and disseminate up-to-date information on incentives available to investors;

(k) assist incoming and existing investors by providing support services;

(l) evaluate the impact of the Commission in investments in Nigeria and make appropriate recommendations;

(m) advise the Federal Government on policy matters, including fiscal measures
designed to promote the industrialisation of Nigeria or the general development of the economy;
perform such other functions as are supplementary or incidental to the attainment of the objectives of this Act.

5. Powers of the Commission

The Commission shall have power to-

       (a)        do all things which by this Act or any other enactment are required or permit-
ted to be done by the Commission; and

       (b)        do such other things as are necessary or expedient for the performance of its
functions under this Act.

PART III

Staff 

  1. Secretary of the Commission

(1) There shall be for the Commission a secretary, of a rank equivalent to a Permanent
Secretary in the civil service of the Federation, who shall be the chief executive of
the Commission and be appointed by the President, on the recommendation of the Minister.

 (2) The secretary shall hold office for a term of five years in the first instance on such
terms and conditions as the President, may, on the recommendation of the Minister, determine
and may be re-appointed for one further term of five years and no more.

(3) Subject to such general directions as the Council may give, the secretary shall be
responsible for the day-to-day administration of the Council and the implementation of
the decisions of the Council.

(4) The secretary shall perform the functions of keeping the record of proceedings
and decisions of the Council and such other functions as the Council may, from time to
time, direct.

  1. Other staff of the Commission, etc.

(1) The Council shall have power to appoint either on transfer or on secondment from
any public service in the Federation, such number of employees as may, in the opinion of
the Council, be required to assist the Commission in the discharge of any of its functions
under this Act; and shall have power to pay to persons so employed, such remuneration
(including allowances) as the Council may determine.

(2) The terms and conditions of service (including terms and conditions as to remuneration,
allowances, pensions, gratuities and other benefits) of the persons employed by
the Commission shall be as determined by the Council, from time to time.

(3) The Council may engage such consultants and advisers as it may require for the
proper and efficient discharge of the functions of the Commission.

  1. Staff regulations 

The Commission may, subject to the provisions of this Act, make staff regulations
relating generally to the conditions of service of the employees of the Commission and
without prejudice to the generality of the foregoing, such regulations may provide for-

      (a)      the appointment, promotion and disciplinary control (including dismissal) of
                employees of the Commission; and

       (b)       appeals by such employees against dismissal or other disciplinary measures.

9. Conditions of service

The Commission shall determine its conditions of service, including pensions and
gratuities, as appropriate for its employees.

10. Pensions

(1) It is hereby declared that service in the Commission is a scheduled service and
shall be deemed to be pensionable under the Pensions Act and, accordingly, employees of
the Commission shall in respect of their service in the Commission, be entitled to pensions,
gratuities and other retirement benefits as are prescribed thereunder.

[Cap. P4.]

(2) Notwithstanding the provisions of subsection (1) of this section, nothing in this
Act shall prevent the appointment of a person to any office on terms which preclude the
grant of a pension or gratuity in respect of that office.

11. Departments of the Commission 

The Council may, on the recommendations of the secretary, create such departments
in the Commission as it may deem fit for the efficient discharge of the functions of the
Commission.

PART IV

Financial provisions

12. Fund of the Commission

(1) The Commission shall establish and maintain a fund which shall be applied to-
wards the discharge of its functions under this Act.

(2) There shall be paid and credited to the fund established pursuant to subsection (1)
of this section-

      (a)       such sums as may be provided by the Government of the Federation for the
Commission;

                      (b)       any fees charged for services rendered by the Commission; and

       (c)       all other sums accruing to the Commission by way of gifts, testamentary depositions,
 endowments and contributions from philanthropic persons and organisations or otherwise howsoever.

13. Power to accept gifts

(1) The Commission may accept gifts of land, money or other property on such terms
and conditions, if any, as may be specified by the person or organisation making the gift.

(2) The Commission shall not accept any gift if the conditions attached by the person
or organisation making the gift are inconsistent with the functions of the Commission.

14. Borrowing power, etc.

(1) The Council may, with the consent or in accordance with any specific authority
given by the Minister, borrow by way of loan or overdraft from any source approved by
the Minister, such specified amount of money as may be required by the Commission for
meeting its obligations and discharging its functions under this Act.

(2) The Council may, subject to the provisions of this Act and the conditions of any
trust created in respect of any property, invest all or any of its funds with the like consent
or general authority of the Minister.

(3) The Council may invest any surplus funds of the Commission in securities pre-
scribed by the Trustee Investments Act or such other securities as may, from time to time,
be approved by the Minister.

[Cap. T22.]

(4) Subject to the provisions of the Land Use Act, and any special or general direction 
which the Minister may give in that behalf, the Council may acquire or lease any
land required for its purpose under this Act.

[Cap. L5.]
 

15. Annual estimates, accounts and audit

(1) The Council shall cause to be prepared, not later than 30 September in each year,
an estimate of the expenditure and income of the Commission during the next succeeding
year and when prepared, they shall be submitted through the Minister for approval by the
President.

(2) The Council shall cause to be kept proper accounts and proper records in relation
thereto and when certified by the Council, such accounts shall be audited as provided in
subsection (3) of this section.

(3) The accounts of the Commission shall be audited by auditors appointed from the
list of auditors and in accordance with the guidelines issued by the Auditor-General for
the Federation and the fees of the auditors and the expenses for the audit generally shall
be paid from the funds of the Commission.

16. Annual reports

The Council shall, not later than six months after the end of each year, submit through
the Minister to the President, a report on the activities of the Commission and its administration
during the immediately preceding year and shall include in the report the audited
accounts of the Commission and the auditors comments thereon.

PART V

Provisions relating to investment

17. Enterprises eligible for participation

Except as provided in section 18 of this Act and subject to this Act, a non-Nigerian
may invest and participate in the operation of any enterprise in Nigeria.

18. Application of this Act

The provisions of this Act shall not apply to "negative list" as defined in section 31 of
this Act.

19. Establishment of an enterprise

(1) An enterprise in which foreign participation is permitted under section 17 of this
Act, shall not commence business, except it is incorporated or registered under the Companies
and Allied Matters Act.

[1998 No. 32. Cap. C20.]

(2) Subject to this Act, nothing in this Act shall be construed as precluding an enterprise
to which this Act applies, from obtaining such licence, lease, permit or any other
approval as may be required for the establishment or operation of the enterprise.

20. Registration of enterprise with the Commission 

(l) An enterprise in which foreign participation is permitted under section 17 of this
Act shall, before commencing business, apply to the Commission for registration.

[1998 No. 32.]

(2) The Commission shall, within fourteen working days from the date of receipt of
completed registration forms, register the enterprise if it is satisfied that all relevant
documents for registration have been duly completed and submitted or otherwise advise
the applicant, accordingly.

21. Purchase of the shares of a domestic company by a foreign company

A foreign enterprise may buy the shares of any Nigerian enterprise in any convertible
foreign currency.

22. Incentives for special investment

For the purpose of promoting identified strategic or major investment, the Commission 
shall, in consultation with appropriate Government agencies, negotiate specific
incentive packages for the promotion of investment as the Commission may specify.

23. Priority areas

(1) The Commission may issue guidelines and procedures, which specify priority
areas of investment and prescribe applicable incentives and benefits, which are in
conformity with Government policy.

(2) Guidelines and procedures issued under subsection (1) of this section shall be
signified under the hand of the chairman of the Council.

24. Investment guarantees, transfer of capital, profits and dividends

Subject to this section, a foreign investor in an enterprise to which this Act applies,
shall be guaranteed unconditional transferability of funds through an authorised dealer, in
freely convertible currency, of-

       (a)       dividends or profits (net of taxes) attributable to the investment;

               (b)      payments in respect of loan servicing where a foreign loan has been obtained;
and

               (c)       the remittance of proceeds (net of all taxes), and other obligations in the event
of a sale or liquidation of the enterprise or any interest attributable to the investment.

25. Guarantees against expropriation 

(1) Subject to subsections (2) and (3) of this section-

       (a)       no enterprise shall be nationalized or expropriated by any Government of the
Federation; and

       (b)       no person who owns, whether wholly or in part, the capital of any enterprise
shall be compelled by law to surrender his interest in the capital to any other
person.

(2) There shall be no acquisition of an enterprise to which this Act applies by the
Federal Government, unless the acquisition is in the national interest or for a public pur-
pose and under a law which makes provision for-

                              (a)       payment of fair and adequate compensation; and

              (b)       a right of access to the courts for the determination of the investor's interest or
right and the amount of compensation to which he is entitled.

(3) Any compensation payable under this section shall be paid without undue delay,
and authorisation for its repatriation in convertible currency shall where applicable, be issued.

26. Dispute settlement procedures

(1) Where a dispute arises between an investor and any Government of the Federation
in respect of an enterprise, all efforts shall be made through mutual discussion to
reach an amicable settlement.

(2) Any dispute between an investor and any Government of the Federation in respect
of an enterprise to which this Act applies which is not amicably settled through
mutual discussions, may be submitted at the option of the aggrieved party to arbitration
as follows-

      (a)       in the case of a Nigerian investor, in accordance with the rules of procedure for
arbitration as specified in the Arbitration and Conciliation Act; or

[Cap. A18.]

      (b)       in the case of a foreign investor, within the framework of any bilateral or multi-
lateral agreement on investment protection to which the Federal Government
and the country of which the investor is a national are parties; or

      (c)         in accordance with any other national or international machinery for the settlement
of investment disputes agreed on by the parties.

(3) Where in respect of any dispute, there is disagreement between the investor and
the Federal Government as to the method of dispute settlement to be adopted, the Inter-
national Centre for Settlement of Investment Disputes Rules shall apply.

27. Assistance to enterprise

The Commission shall provide an enterprise with such assistance and guidance as the
enterprise may require and shall act as liaison between the enterprise and the relevant
Government Departments, agencies and such other public authorities.

28. Transitional provisions

The Minister may by order make such transitional provisions as appear to him necessary
or expedient to give full effect to the provisions of this Act.

29. Repeal of Cap. 178 L.F.N.1990, etc. 

(1) The Industrial Development Co-ordination Committee Act is hereby repealed.

(2) Any approval granted under the enactment repealed under subsection (1) of this
section, shall continue to be in force notwithstanding the repeal of the enactment.

30. Regulations

(1) The Commission may make regulations-

       (a)       providing for anything requiring to be prescribed under this Act; and

      (b)        generally for carrying out the principles and objectives of this Act.

(2) Any instrument issued under subsection (1) of this section shall be under the signature
of the chairman of the Councilor any other officer of the Commission as may be
designated by him.

31. Interpretation

In this Act, unless the context otherwise requires-

"authorised dealer" has the meaning assigned to it under the Foreign Exchange
(Monitoring and Miscellaneous Provisions) Act;

[1998 No. 32. Cap. F34.]

"capital" means all cash contributions, plant, machinery, equipment, building, spare
parts, raw materials and other business assets, other than goodwill;

"Commission" means the Nigerian Investment Promotion Commission established
under section 1 of this Act;

"Council" means the Governing Council established for the Commission under section 2 (1) of this Act;

"enterprise" means an industry, project, undertaking or business to which this Act
applies or an expansion of that industry, undertaking, project or business or any part of
that industry, undertaking, project or business and, where there is foreign participation,
means such an enterprise duly registered with the Commission;

"foreign capital" means convertible currency, plant, machinery, equipment, spare
parts, raw materials and other business assets, other than goodwill, that are brought into
Nigeria with no initial disbursement of Nigerian foreign exchange and are intended for
the production of goods and services related to an enterprise to which this Act applies;

"foreign loan" means a loan obtained from outside Nigeria and denominated in any
convertible currency;

"investment" means investment made to acquire an interest in an enterprise operating
within and outside the economy of Nigeria;

"Minister" means the Minister charged with responsibility for matters relating to industry;

"negative list" means the list of those sectors of investment prohibited to both foreign

and Nigerian investors, that is-

       (a)       production of arms, ammunition, etc.;

       (b)       production of and dealing in narcotic drugs and psychotropic substances;

       (c)       production of military and para-military wears and accoutrement, including
                  those of the Police and the Customs, Immigration and Prison Services; and

        (d)       such other items as the Federal Executive Council may, from time to time,
                   determine;

"own" in relation to an enterprise, includes the holding of any proprietary interest in
the enterprise;

"portfolio investment" means an investment in shares or other securities traded on
the Nigerian Stock Exchange.

32. Short title

This Act may be cited as the Nigerian Investment Promotion Commission Act.

SCHEDULE
[Section 2 (4).]

Supplementary provisions relating to the Council, etc.

Proceedings of the Council

1. (1) Subject to this Act and section 27 of the Interpretation Act, the Council may make
standing orders regulating its proceedings or those of any of its committees.

[Cap. 123.]

(2) The quorum of the Council shall be five members, including the chairman or, in his
absence, the person elected to preside, and three other members from the public sector, and
the quorum of any committee of the Council shall be determined by the Council.

2. (1) The Council shall meet at least once a month in each calendar year and subject
thereto, the Council shall meet whenever it is summoned by the chairman, and if the chairman
is required to do so by notice given to him by not less than four other members, he shall summon
 a meeting of the Council to be held within fourteen days from the date on which the notice is given.

(2) At any meeting of the Council the chairman shall preside, but if he is absent, the
members present at the meeting shall elect one of their number to preside at that meeting.

(3) Where the Council desires to obtain the advice of any person on a particular matter,
the Council may co-opt him to the Council for such period as it thinks fit; but a person who is
in attendance by virtue of this sub-paragraph shall not be entitled to vote at any meeting of the
Council and shall not count towards a quorum.

(4) The decision of the Council shall be by simple majority.

Committees

3. (1) The Council may appoint one or more committees to carry out, on behalf of the Council, such of its functions as the Council may determine.

(2) A committee appointed under this paragraph shall consist of such number of persons
(not necessarily members of the Council), as may be determined by the Council; and a person
other than a member of the Council shall hold office on the committee, in accordance with the
terms of his appointment.

 (3) A decision of a committee of the Council shall be of no effect until it is confirmed by the Council.

Miscellaneous 

4. (1) The fixing of the seal of the Commission shall be authenticated by the signature of the
chairman or of any person specifically authorised to act for that purpose by the Council.

(2) Any contract or instrument which, if made or executed by a person not being a body
corporate, would not be required to be under seal may be made or executed on behalf of the
Commission by the chairman or any person specially authorised to act for that purpose by the
Council.

(3) Any document purporting to be a document duly executed under the seal of the
Commission shall be received in evidence and shall, unless and until the contrary is proved,
be presumed to be so executed.

5. The validity of any proceeding of the Councilor of a committee thereof shall not be adversely 
affected by any vacancy in the membership of the Councilor committee, or by any
defect in the appointment of a member of the Councilor of a committee, or by reason that a
person not entitled to do so took part in the proceedings of the Councilor committee.

 

                                  NIGERIAN INVESTMENT PROMOTION COMMISSION ACT

                        SUBSIDIARY LEGISLATION

                         No Subsidiary Legislation