Blog
29Apr

IP protection: a valuable tool for SMEs’ economic upscale

Small and medium-sized enterprises (SMEs) are the lifeblood of any growth-driven economy. They play a huge role in job creation and economic development. SMEs constitute about 90% of the world’s businesses and generate up to 40% of national income in emerging economies. Despite their enormous contributions to the economy, SMEs are plagued with several issues and access to finance sits at the top of the lists of challenges facing SMEs. SMEs are less likely to obtain loans from the bank than their larger counterparts as they may lack collateral to access such credit facilities. In the face of a global pandemic, the situation is worse for SMEs. While SMEs are fraught with their challenges, the situation is not entirely hopeless. Many entrepreneurs fail to harness a vital aspect of their business that can solve some of the challenges they encounter. This vital aspect is intellectual property.   SMEs and Intellectual Property Intellectual property (IP) is an aspect of a business that every entrepreneur must consider from the very onset of the business as it is one of the most valuable assets for any business. Many entrepreneurs make the mistake of believing that since their business is just kicking off or is small, they do not have to worry much about protecting their IP. Some others are ignorant of the fact that their businesses have assets worthy of IP protection. Another reason entrepreneurs do not consider IP from the onset is that "IP is too expensive" or that IP protection can be considered some other day. The below quote although said in respect to trademarks describes the disposition of many SMEs’ owners:  "We hear this from business owners all the time:   'Oh, we're too small. It's too early. We're still thinking. We'll think about trademarking once we grow bigger...' Let me be blunt with you, this is utter nonsense on so many levels. You must not make trademarking decisions based on where your business is today. You must make these decisions based on where your business will be if it's as successful as you hope it might become''. (The Ultimate Insider’s Guide to Intellectual Property) Beyond being a legal right,  IP is a business asset and tool for organizational and commercial advancement. SMEs ought to prioritize securing their IP rights and regarding IP as a tool for making more money. According to Julian Crump, President of the International Federation of Intellectual Property Attorneys (FICPI), "SMEs that apply for patents, trademarks or designs are more likely to grow quickly and succeed than those that do not." Using IP as a money-making tool is achievable when an organization takes IP seriously and includes it in its overall business strategy. Identifying your Intellectual Property IP extends to several intellectual/intangible assets of a business. These may include literary, musical, and artistic elements of a business that are protectable by copyrights such as client lists, customer databases, manuals, brochures, magazines, and explanatory materials for customers’ benefit. The brand identity (logos, slogans, etc) and goodwill of the business are protectable by trademarks. Other aspects of IP that affect SMEs include designs, patents, trade secrets, etc, and are so valuable that when converted to financial terms are capable of raking in capital for the business. If you have difficulty in identifying your IP, seek an expert legal opinion. Protecting your Intellectual Property
  • Integrating IP into your SME’s overall business strategy. This motivates the business owner or entrepreneur to manage their IP with the same seriousness as they would handle funding, infrastructure, etc, and actively take steps to protect and maximize their IP.
 
  • Register your IP with the relevant agencies. IP such as patents, trademarks, and industrial designs in most jurisdictions require registration for protection to avail. For copyrights, depending on the jurisdiction, registration may not be necessary. Using the Copyright © symbol on your copyrightable works is enough protection.
 
  • Take stock of your IP portfolio by conducting an IP audit. Doing this would help you determine aspects of your business that require IP protection. This will also keep you informed as to what IP to commercially exploit. 
 
  • Be sure that you own the IP in your business. This is achieved by conducting an IP audit. One area small business owners overlook is the aspect of website development. There is the misconceived notion that since they have paid for the web design, they own all the intellectual property rights to that website. However, that is not the case as the general rule is that rights in works contracted to independent contractors are owned by the contractors unless the parties agree otherwise by a written agreement. Also, you want to be sure that none of your materials including your website are infringing on the IP rights of others. 
 
  • Seek expert legal help as it may save you from more costs in the future. Getting sound legal opinion or assistance from the onset of your business is very necessary as this would help you understand the appropriate IP protection measures for your business and its commercial potential concerning IP. 
 
  • Use non-disclosure agreements (NDAs) to protect your IP when dealing with others, including in your employment contracts clauses that prevent your employees from disclosing salient aspects of your business, and protect your IP during a pitch.
 
  • Keep your idea a secret until you have had it protected. A secret shared is no longer a secret. Where your business relies on or has trade secrets, take adequate measures to maintain secrecy. 
Failure to consider IP early leaves room for rivals to infringe on IP which may be inimical to the progress of your business. Taking your ideas to the market While it is highly recommended and commendable that SMEs protect their intellectual property, it is also very important that they maximize the commercial potentials of their IP. Intangible assets of a business, IP being one of such, make up about 30-40% of the profit margin of most businesses today. Also, IP “should be seen as a power[ful] tool for economic growth instead of an obscure legal concept.”  Competitive advantage and larger opportunity in the marketplace  A foremost way of benefiting commercially from an SME’s IP is protecting the IP. A lot about protecting IP has been advocated in the earlier part of this article. Trademarks are one of the most important intellectual property rights for SMEs. Protecting your trademark helps to preserve your brand image, as your consumers/customers are not confused when they encounter your goods or services in the marketplace. Also, by registering your trademark, you reduce the risk of another business hijacking your brand prestige. By preserving your trade secrets, you can continuously derive economic benefits from the exploration of such secrets, as competitors are not privy to what makes your business tick. Assignment Assignment simply means the sale or transfer of one’s rights or interest in a thing. An SME’s owner can make a profit from their IP by assigning their IP rights in a particular creation, brand, or invention in return for revenue. In 2005, Chad Hurley, Steve Chen, and Jawed Karim created the video-sharing platform YouTube. In 2006, Google purchased YouTube for US$1.65 billion and now earns the same amount in monthly revenue. Licensing Licensing of IP allows IP rights holders to license out their IP based on agreed terms in exchange for revenue. Licensing may also provide the business owner access to new markets and increase consumer awareness of their goods and services. Licensing may take the form of exclusive, non-exclusive, and sole licensing. Franchising Franchising is particularly very attractive in the aspect of trademarks. Here, the franchisor whose brand has gained prominence or reputation among consumers grants the franchisee rights to market their products or services using the franchisor's brand. A franchise agreement would spell out the terms of the contract. It's a win-win for the franchisor as they acquire revenue just by letting another use their brand. Access to funds Leveraging IP to access venture capital and other financing sources is a viable option for SMEs' owners to profit from their IP. Having a viable IP portfolio attracts and boosts investors' confidence to invest in your business.  Conclusion SMEs play a huge role in the economic development of nations. However, financing is a major challenge plaguing SMEs, with many of them not surviving the first five years of operation. Harnessing IP for business advancement should not be overlooked by entrepreneurs and business owners. The benefits are enormous. Seek expert legal opinion on how to benefit from your IP rights.   Disclaimer: This article is for educational purposes only, and should not be construed as legal advice. Please consult a lawyer for tailored legal advice.
By Intellectual Property, Startup, Venture Capital0 Comments
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new cama 2020
30Aug

THE  NEW COMPANIES AND ALLIED MATTERS ACT 2020, WHAT STARTUPS, SMES AND OTHER  BUSINESSES IN NIGERIA NEED TO KNOW

DOWNLOAD PDF version of this article. In Nigeria, the Companies and Allied Matters Act (CAMA) is the legislation that governs the birth (Incorporation/registration), growth (Restructuring/reorganization), and demise (Winding-up) of businesses and companies. The President of The Federal  Republic of Nigeria, His Excellency Rt. Major Gen. Muhammadu Buhari on the 7th day of August 2020 accented to the new Companies and Allied Matters Act (CAMA) bill passed by the National Assembly which replaced the extant one of 2004. You can download the New CAMA 2020 here. Is this a welcome development, especially for startups, Small and Medium Scale Enterprises (SMEs) in Nigeria? Let’s find out. Before the passing into law of the new CAMA, businesses and companies were required to meet certain regulatory conditions before they can be registered to do business in Nigeria. Some of these conditions create unnecessary bottlenecks for some business owners, delaying registration of their businesses, or worst-case scenario unable to register the business.  The 2017 National Bureau of Statistics (NBS) report showed that about 97.8% microenterprises were unregistered due to regulatory challenges and others. Larger companies also have their challenges as a result of lacunas in the repealed Act. The good news is that some of these unfavorable conditions have been eased off to encourage SMEs to do business in Nigeria and also facilitate the smooth running of larger (private and public) companies in Nigeria. We will be discussing these improved provisions in this article.

SINGLE MEMBER/ SHAREHOLDER TO FORM A PRIVATE COMPANY

One person alone can now incorporate a company. Before the new CAMA, S. 18 0f the old CAMA provides for two(2) or more persons to form or incorporate a company. This means that before a company can be incorporated, it must have at least two (2) or more founding members and must not be less than the age of 18 years as provided for in S. 20 (1) (a) of the old CAMA.  The new CAMA under S. 18 (2) allows for a single member/ shareholder to form or incorporate a private company provided that such a company is not formed for illegal purpose S.18(3) and such an individual must not be less than 18 years S.20(1) (a). This is surely good news for startups and young entrepreneurs who wish to commence their own business without having to look for a founding partner or a nominal shareholder. READ ALSO: How Many Founders Should A Startup Have?

LAWYER OR NOTARY PUBLIC SIGNING A STATEMENT OF COMPLIANCE NO LONGER MANDATORY

A lawyer or notary public is no longer needed to sign or notarize a statutory declaration of compliance. S.35(3) of the old CAMA requires a statutory declaration of compliance form (also known as the Form CAC 4) be duly signed by a legal practitioner or a Notary Public, indicating that all requirements for registration have been complied with before a company can be incorporated. Under the new CAMA, this requirement is no longer necessary for the incorporation of a company. The entrepreneur, under S40 (1) ( the applicant) does not need the Form CAC 4 to be signed by a lawyer or Notary Public. Rather, the Statement of Compliance can be signed by the applicant or his agent, indicating that the regulatory requirements for registration of the said business/company have been complied with. It should, however, be noted that S. 40(1) did not invalidate Declaration of Compliance forms duly attested to before Commissioner for Oaths or by a Notary Public as the Corporate Affairs Commission (also known as the Commission) under S.40(3) is duty-bound to accept same to register a business. This means that an applicant can elect that his lawyer attests to a declaration of compliance for incorporation.

REPLACEMENT OF AUTHORIZED SHARE CAPITAL WITH MINIMUM SHARE CAPITAL

S. 27 of the New CAMA replaces the word ‘ Authorized Share Capital’ with ‘Minimum Share Capital’. This means that promoter(s) of a business doesn't need to allocate or pay for shares that are not needed at the time of incorporation. It should also be noted that the minimum share capital for private companies is N200,000 and N2,000,000 for public companies as against the authorized share capital of N10,000 for private companies and N500,000 for public companies under the old CAMA.

COMMON SEAL NO LONGER MANDATORY

The common seal, just like a human signature, is the signature of the company which is usually affixed to authenticate contracts and transactions which the company enters into. Provision may be contained in the Articles of Association of a company that a particular subscriber may retain custody of the common seal to enable it to track the company’s transactions and contract. The procurement of a common seal is mandatory for the incorporation of companies under the old CAMA. The mandatory requirement of common seal for companies has been expunged by S. 98 of the new CAMA. This simply implies that companies may or may not have a common seal and can still authenticate documents that would still be valid. S. 101 and 102 of the new CAMA provides that the electronic signature of the director,  secretary, or authorized officer of the company will suffice. In essence, companies do not need to affix seals on documents anymore. This development is in line with international best practice as most jurisdictions have expunged this requirement from their legislation. Most companies around the world have gone digital, so seals are no longer mandatory for authentication of documents within the territory of Nigeria. However, the provision does not stop any company in Nigeria having business outside the territory of Nigeria to not have a common seal if required. S. 99 provides for companies operating the object of their businesses outside the territory of Nigeria that may need a common seal, can have a common seal. The articles of the company shall regulate the use of the common seal. The company may by a deed authorize any person outside the territory of Nigeria to affix the seal on behalf of the company in any document outside the territory of Nigeria. READ ALSO: Business Name VS Limited Liability Company: How Should I Register My Business With CAC?

ELECTRONIC FILING, ELECTRONIC SHARE TRANSFER AND  VIRTUAL MEETINGS FOR PRIVATE COMPANIES

The new CAMA also made provisions for electronic filing. That is, companies can be registered from anywhere in the country through the registration portal. A certified true copy of electronically filed documents is admissible in evidence and carries the same weight in evidence as to the original document. It should be noted that the official position of the certifying officer is unnecessary to prove the validity of the certified document S.861 (3). Transfer of shares in private companies may be restricted by its articles S 22(2) and it also provides Right of First Offer (ROFO) for shareholders S.22 (2) (a) (b)(c) of the new CAMA, that is shares cannot be sold to third parties by a shareable without first offering to members of the company.  The transfer of shares is done electronically under the new CAMA S.175. S.22(2) of the old CAMA provided that a private company can restrict the transfer of shares in its articles, but did not provide for  ROFO as seen in S.22(2) (a) (b) (c) of the new CAMA. The new CAMA under S.176 (1) provides for electronic instruments of transfer of shares. This simply means that a transferor of shares transaction in a private company, the shareholder does not necessarily have to be physically present before he/she can initiate such transaction in favor of the transferee and the company, having been satisfied that all conditions as to the transfer have been met, shall also enter into her register of member the details of the transferee with the number of shares so transferred. This can also be done electronically.  The new CAMA under S. 240 (2) also provides for remote or virtual General Meetings for private companies, provided that such meetings are conducted following the Articles of Association of the company. This stems from the current disruption caused by the COVID-19 pandemic and a need for uninterrupted operations of companies. S.237 of the new CAMA says AGMs are not mandatory for Small companies.

SMALL COMPANIES EXEMPTED FROM APPOINTING AUDITORS

S. 402 of the new CAMA provides that small companies or any company having a single shareholder are no longer mandated to appoint auditors at the Annual General Meeting (AGM) to audit their financial records. However, for a small company to be exempted, it must satisfy the conditions as provided for under S.394 which are summarised as follows: 
  1. It is a private company; 
  2. Its annual turnover is not more than ₦120,000,000 or such amount as may be fixed by the Commission from time to time; 
  3. Its net assets value is not more than ₦60,000,000 or such amount as may be fixed by the Commission from time to time; 
  4. None of its members is an alien (foreigner); 
  5. None of its members is a government, a government corporation or agency, or its nominee; and 
  6. In the case of a company having a share capital, the directors between themselves hold at least 51% of its equity share capital. 

ENHANCEMENT OF MINORITY SHAREHOLDERS 

S.265 (6) expressly restricts companies from appointing an officer to simultaneously hold the office of the Chairman and Chief Executive Officer (CEO) of a public company. This would create a check and balance for officeholders.

LIMITED LIABILITY PARTNERSHIP (LLP) 

S. 746 of the new CAMA introduces the business concept of Limited Liability Partnerships (LLPs). Under the Repealed Act, partnerships were not considered a body corporate. That is, they do not have a  legal persona separate from their partners. S. 746(1) of the new CAMA now clothes LLPs with legal persona status, a distinct legal person separate from its partners.  For a Limited Liability Partnership (LLP), to be formed, it must have at least two (2 ) partners S 748(1) and S. 753(1) (a) of the new CAMA. If the number of partners falls below two (2) and the partnership business is carried on solely by a partner for six (6) months and beyond, such a partner will be personally liable for any liability incurred by the partnership within that period S. 748(2). Members of LLP must not exceed 20 S. 795 (2)  and partnership interests under LLP are transferable  S.774 of CAMA 2020.

MERGER OF INCORPORATED TRUSTEES

The new Act under S. 849 provides for a merger between two or more associations with similar aims and objects under such terms and conditions as may be prescribed by the Corporate Affairs Commission (CAC) which was not contained in the previous Act. Also, Section 831(ii) provides that without prejudice to S. 849, any two or more associations having the same trustees to be treated as a single association. This implies that registered associations having similar objects (business) or having the same trustees may be merged by the commission to facilitate effective regulation and supervision purposes. The implication is that in the nearest future, the Commission may decide to merge churches as you have banks merging some years back. This may not be good for religious bodies. The Commission is further vested with the power to award fines(no specified amount) for default of any section of the new Act. These powers vested on the Commission may work adversely against the objectives of the new Act if it is not put in check.

REDUCTION OF FEES FOR CHARGES 

222(12) of the new Act stipulates that the total fees payable to the CAC for Charges have been reduced to 0.35% of the value of the charge or such other amount as the Minister may specify. This section introduces a significant reduction of fees for charges at the Commission. 

EXEMPTION FROM APPOINTING A  COMPANY SECRETARY FOR PRIVATE COMPANIES 

Under the repealed Act, every company was mandated under S 293 (1) CAMA 2004 to have a Company  Secretary, whilst S.330(1) of the new CAMA makes the appointment of a Company Secretary optional for private companies and mandatory for public companies. This amendment would undoubtedly reduce costs for startups and small companies doing business in Nigeria. Also, the New Act under S. 336, requires only public companies to maintain a register of secretaries and S. 337 and 338 provides for the prescribed particulars of secretaries to be recorded in the register of secretaries. S. 339 (2)(b) of the new CAMA provides that a letter of consent by the person newly appointed to act as a secretary must accompany the notice of such an appointment sent to  CAC.

RESTRICTIONS ON MULTIPLE DIRECTORSHIPS IN PUBLIC COMPANIES 

The repealed Act did not provide a limit to multiple directorships in different public companies as long as the director does not derogate from their fiduciary duties to each company where they act as a director. This position, however, is different under the new CAMA as S.307 (1) of the Act prohibits a person from being a director in more than five (5) public companies at a time.

DISCLOSURE OF PERSONS WITH SIGNIFICANT CONTROL

119 of the new CAMA provides for the obligation of disclosure of particulars of persons in significant control in a company (Public or Private). This provision mandates a company to disclose capacity in which shares are held either as a beneficial owner or nominee. This provision enhances corporate accountability and transparency.  120 defined a substantial shareholder in a public company as a person who holds by himself or through his nominee 5%, of unrestricted voting rights in a general meeting. Substantial shareholders are also obligated to disclose the capacity of their shareholding to the company the share is being held.

BUSINESS RESCUE PROVISIONS FOR INSOLVENT COMPANIES

The new Act introduces a framework for the rescue of corporate insolvency by introducing Company Voluntary Arrangement (S.443 to S.549) and Administration. In a Company Voluntary Arrangement (CVA), the directors of a company may make proposals to its creditors for the best possible ways to settle the company's debts. The proposal will provide for a qualified insolvency practitioner to act either as a trustee or nominee for supervising its implementation. This process can also be initiated by a liquidator or an administrator where the company is in liquidation or administration.
  1. 444 provides for the principal functions of administration: 
  2.  To rescue the company, the whole or any part of its undertaking as a going concern; 
  3. Achieve a better result for the company's creditors as a whole than would be likely if the company were wound up without first being in administration; and 
  4. Realize property to make a distribution to one or more secured or preferential creditors. 
Under administration procedure, control of the company is given to an insolvency practitioner who objectively reviews the profitable and non-profitable aspects of the distressed company and proposes a plan in line with the objectives of administration for the business rescue of the company.  To encourage the success of this business rescue procedure, the Act makes adequate provisions (amongst others) for suspension of enforcement actions by creditors during administration S.480. DOWNLOAD PDF version of this article.

CONCLUSION 

The new Act contains some provisions that encourage the formation and operations of startups. That is for an entrepreneur who wishes to register his business at a small scale can do so without having to go through so many regulatory hurdles. He can initiate the incorporation of a private company from any part of the country because these processes can be done online and a certified true copy of these documents generated from these process are admissible in court. Annual General meetings of small or private companies can be done virtually. The promoter or founder does not need another member before he can register his private company.  Those desirous of forming a partnership with corporate personality can do so because the new CAMA provides for the formation of limited liability partnership and accords it corporate personality. The interest of minority members in a company was also considered and provisions with frameworks geared towards saving companies from corporate insolvency.  It is our collective hope that these new provisions will improve Nigeria's ease of doing business and boost the nation's economy at the same time. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. Alternatively, you can join our mailing list to stay updated with what we are doing and resources for innovative businesses. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice. DOWNLOAD PDF version of this article.
By Startup, 1 Comment
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17Jun

How to start a Foundation or NGO in Nigeria By Registering as an Incorporated Trustee with CAC

Hello FINT, I just laid my mom to rest. Rather than a flamboyant burial, I would like to start a Foundation in order to immortalize her legacy. What do I need to do? Answer: Please accept our condolences.  That’s a wise decision to immortalize your mother’s legacy through a foundation. We will give you a detailed answer that explores pre-registration steps, registration steps, features of Incorporated Trustees and costs involved. In Nigeria, the vehicle for registering an NGO (Non-Governmental Organization) is Incorporated Trustees as provided under Section 590 of the Companies and Allied Matters Act (CAMA). NGOs are non-profit organizations set up for the purpose of furthering a cause, which could be “religious, educational, literary, scientific, social/cultural development, sporting and charitable”. In an earlier article, we made a comparison between two for-profits, a business name and a limited liability company. How to start a Foundation or NGO in Nigeria ribbon Image by Mary Pahlke from Pixabay 

Pre-Registration

To start an NGO, one has to pick a cause from any of the seven mentioned above. This is the vehicle used to register churches, religious ministries, initiatives and so on. 
  • After this, there should be a brainstorming session where the beliefs, purpose, mission and vision of the NGO are put on paper. 
  • There should also be a list of the activities the NGO intends to undertake. 
  • You will need this information during registration. 
  • The first step after picking a cause and doing all of the above is to reserve the name with CAC (Corporate Affairs Commission). 
  • Appoint trustee(s) who should be someone with a passion for the cause chosen and also above 18 years, not of unsound mind, not bankrupt and not a convict within the last five years. It is possible to have only one Trustee. Name, date of birth, nationality, address, occupation, government-issued ID and passport photograph, are the details each appointed trustee needs to present during registration.
  • Hire an accredited CAC agent. Note that not all lawyers are accredited with CAC, so ensure the lawyer you hire is accredited. Your lawyer will handle things like drafting of the NGO’s constitution, the publication of notices and requisite minutes of meetings.
 

Registration

Upon approval of the name reservation, your lawyer will begin preliminary data entry on the CAC portal. Remember that name reservation is only valid for 60 days. In the meantime, your lawyer will handle and prepare the following:
    • Publication of Notices in three national dailies. The publication is expected to notify the public of the intention to register the NGO, the name of the NGO, the name of the Trustees, the NGO’s aims and objectives and calls for objections to its registration within 28 days of publication. This should be done immediately the name is approved as the 28 days must have passed before it will be accepted by CAC.
 
  • Drafting of the Constitution which will contain the rules that will guide the NGO’s internal affairs and operations. It is expected to include the aims and objectives, statement of purpose, governance structure, a list of the members of the Board of Trustees, and so on.
  • Drafting of Minutes of Meeting for the appointment of the Board of Trustees. This minutes should also contain a list of members present and absent at the meeting, the voting pattern used for the appointment, and the authorization to apply to CAC for registration. The minutes is to be signed by the Chairman or Chairwoman and the secretary of the Board of Trustees.
 
    • Drafting of Minutes of Meeting for the adoption of the special clause into the constitution. The minutes is to be signed by the Chairman or Chairwoman and the secretary of the Board of Trustees.
 
  • The common seal of the NGO. The impression of the common seal will be needed on the minutes, the application form and some other documents. 
 
  • All of the above documents are to be prepared in duplicate. After which they are scanned, uploaded and filed on CAC portal.
  • Upon approval of registration, the original documents will then be submitted at the chosen CAC branch office for collection of the certificate of incorporation.
Features of Incorporated Trustees Image by maz-Alph from Pixabay  Important Features of Incorporated Trustees (Vehicle for registering an NGO with CAC)
  • It is not a business and does not distribute profits.
  • Income is generated through grants, donations, levies, membership fees, etc.
  • 100% of income must be applied solely towards its causes.
  • They are not liable for tax, except for income gotten through business or trade.
  • Just one person is sufficient to register it.
  • While the minimum number of trustees is at one, CAMA is silent on the maximum number. 
  • Upon incorporation, it obtains a distinct legal personality that can sue and be sued, and own properties.
  • The trustees alone, excluding members, are the ones clothed with a new legal personality.
  • Its correct legal name starts with “Incorporated Trustees of …”
  • Used to incorporate Associations, Foundations, Initiatives, Churches, Mosques, Clubs, etc.
  • The Board of Trustees is different from the executive members, also different from the sub-committee members and other members. An executive member may or may not be a member of the Board.
  • A bank account can be opened in the name of the NGO using the certificate of incorporation.
Although it is possible to have just an individual trustee, it is advisable to have at least two, so one can be the Chairman or Chairwoman of the BoT and the other can be the secretary.  

Cost and duration of registering an NGO

As you can see from the details above, registering an NGO involves several variables. You can expect registration costs to start from ₦200,000 and take at least six weeks to conclude.  

Can a foreigner be a member of the board of trustees?

Yes, a foreigner can be a member of the board of trustees. However, such a foreigner must have a valid residence permit, specifically the Combined Expatriate Residence Permit and Alliance Card (CERPAC). So, if you want a foreigner to join your BoT, they first have to obtain CERPAC.  

Why you should register your NGO 

It is actually possible to run a non-profit without registering it. However, those running it will not be able to access certain benefits that registration affords them. Some of these benefits include: 
    • Corporate legal personality. This is the first benefit of registration. The NGO becomes an artificial person distinct from the Trustees. It can sue and be sued. It can own properties in its name, and such properties belong to the NGO and not the individual Trustees.
    • Continuity. Where the founder dies or even leaves, the NGO will not die as long as there are other members of the Board of Trustees. NGO can only end through a court order.
 
  • Tax Avoidance. This is a legitimate way to reduce tax obligations. It is not the same as tax evasion which is illegal.
 
    • Protect the Name. Upon incorporation of the NGO, no one else can use the same or a closely similar name. This helps to protect the brand’s identity.
 
  • Banking and Credit. With the certificate of incorporation (CoI), an NGO can get its own bank account. With this bank account and the CoI, it can apply for credit financing to be used towards promoting its cause.
    Back to the question, to register a foundation for your mother, all you have to do is send us the objectives, details of the chosen trustees, IDs and of course fees, and we will handle the rest. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. Alternatively, you can join our mailing list to stay updated with what we are doing and resources for innovative businesses. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
By NGO, 2 Comments
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10Jun

Business Name VS Limited Liability Company: How Should I Register My Business With CAC?

Hello FINT, thank you for your answer to our number of founders' question. Now we want to take the next step to register our business. Should we register it as a business name or as a company? Answer: After validating a business idea, the very next step should be formalizing its existence by registering it with the appropriate authority. In Nigeria, the Corporate Affairs Commission (CAC) is saddled with this responsibility. There are different vehicles under which a business idea could be structured. Section 21 of the Companies and Allied Matters Act (CAMA) lists several options. But we will focus on two major options; Business Name and Limited Liability Company. The points below will help you in answering the question.  

Type of Business Idea 

Deciding between a business name and a limited liability company depends on the business idea. Some businesses, like law firms, can only be registered as a business name. In the same way, some businesses like those into FinTech can only be registered as a company. Business Name VS Company funding Image by Tumisu from Pixabay

Venture Capital

If you do not intend to secure venture capital, that is bringing in investors, you can go ahead with a business name. If otherwise, then you need to register a company so you can issue equity to investors.

External Funding

Businesses hoping to secure external funding like grants, whether from the government or private should consider registering as a limited liability company. Generally, and in most cases, grants are not given to an individual, but rather to a formal entity reflecting the cause for which the grant was granted.

Government Bids

If you do not intend bidding for projects with the government, whether federal, state or local, you can go ahead with a business name. If otherwise, then you need to register a company. Government agencies will not acknowledge the bids unless it is a limited liability company. 

Sole Proprietorship

Business names work best for a sole proprietorship. So, if you are running a one-man or one-woman business, and you simply want to structure things in order to get access to benefits like a corporate account, then a business name suffices. If you opt for a company, you must comply with the mandatory requirement of a minimum of two (2) shareholders. Although, there can be more than one proprietor for a business name registration, so it is suitable even for partnerships. However, once there are more than twenty (20) partners, then it needs to be registered as a company. Exceptions include law firms and accounting firms.

Contributions and Ownership Stakes

Business partners who want their contribution to the business to be clearly spelled out in public documents and also reflect their ownership stakes are better off registering as a company. As earlier stated, although business partners could still register as a business name, there must be a legal document that clearly addresses these points.

Separate Legal Entity

With a business name, there is no separate legal entity. You (and your business partners) are simply carrying on business in the name registered with CAC. This means that all risks and liabilities are borne personally by the business owner(s). With limited liability companies, whether private or public, there is a separate legal entity. That is, the company itself is an artificial person that is distinct from the shareholders/members. Thus, all risks and liabilities are borne by the company and not personally by the shareholders.

Business Continuity

A business name lacks continuity because when the owner dies, the business also dies. This is not the case with companies as it is a separate legal entity existing independent of its shareholders/members. Moreover, ownership of shares can be transferred, while ownership of a business name cannot be transferred as it is not a separate legal entity. Business Name VS Company own properties Image by Nattanan Kanchanaprat from Pixabay 

Own Properties

This follows immediately after separate legal entity, because only a person, artificial or natural can own properties in Nigeria. What this means is that a business name cannot buy properties nor own shares. A limited liability company can own properties, take up shares in another company and also own a business name.

Capacity to Sue or Be Sued

Business names cannot sue or be sued. The individual(s) behind them are the ones who can sue or be sued. Companies can sue or be sued, without involving the shareholders/members. This is however subject to the principle of lifting the veil, especially when criminal matters are involved.

Formality and Costs

Registering a business name is less formal and does not require much documentation. Ideally, just the application form, receipts and IDs. business owners can register a business name themselves, saving on costs. A limited liability company is more formal, both during registration and even when in operation. Things like annual general meetings, board resolutions, etc are some of the mandatory formalities. A lawyer is needed to register a company, this means more costs.

Financial Bill 2020

The recent financial bill grants tax concessions to companies with annual profits below ₦25 million. This concession does not apply to business names. Finally, if you choose to register as a company, you also need to decide on private or public. If private, you need to check CAC guidelines for the minimum share capital allowed for your type of business. Also, only a maximum of 50 shareholders are allowed in a private company, otherwise it needs to be registered as a public company instead.  We hope the above points will help you in deciding on an appropriate structure for your business idea. Do not make the mistake of opting for the cheapest option (a business name) when it does not adequately reflect the nature and risks of your business idea. It could become an expensive mistake. Simply consult a lawyer to check out all of these and help you make an informed decision. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
By Startup, 1 Comment
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24Feb

How many founders should a startup have?

Client: “Hello, please, we would like you to register a company for our business. But before that, we would like to document our agreements in a Founders Agreement.” FINT: “Awesome! FINT is happy to incorporate your company. So, how many founders does the business have? Client: “At the moment, we are five, (5) with the possibility of a couple more joining us.” FINT: “Five?!” As with all things in the startup ecosystem, there are no hard and fast rules on the number of founders a startup should have. Thus, rather than giving you a cut and dry answer to the question in focus, we will analyze some points to consider when faced with the question of how many founders should a startup have? Remember though, the fewer the better, for both your sanity and your startup’s success.

Venture-Backed vs Bootstrapped

This should be your first consideration if you are considering more than one founder for your startup. Investors look out for certain things when deciding to invest in a startup. Where a startup does not fit any of their criteria, chances of getting a signed cheque is slim.  Usually, investors prefer to deal with at most two or three founders, their perfect choice is the two founder startup. It helps to cut down on the decision-making process since all founders' opinions need to be factored in. Moreover, having more than three founders paints a negative picture of weak leadership to investors. They will prefer to stay away. An additional point to make here is that investors do not automatically become founders, regardless of how huge their stake in the startup is. If however, your business is bootstrapped, you could probably get away with three and more founders, so far things can be properly managed. SideBar: There’s a Mumbai based startup, Housing.com which originally started with twelve (12) cofounders. Yes, you read that right, 12!

Protect Founder’s Equity

In a future piece, we will discuss in detail how to divide equity amongst co-founders. For now, let’s consider how the number of founders can affect founder's equity. Put quite simply, the more founders, the lesser the stake a founder holds in the company. And the lesser the stake, the lesser the motivation to stay committed to the startup. In addition, the more founders, the higher the chance that someone would jump ship. One way to manage commitment is by vesting. This will help prevent a situation where a nominal founder who does nothing walks away with valuable equity based on the sweat of others. Yeah, that’s why it is sometimes called sweat equity. We will definitely ensure there is a vesting clause in the founders agreement the client in the opening story asked for.

Hedge Risks

Your first thought after reading above subheading is most likely financial risks. What about health risks? It’s common knowledge that most startups founders burn the midnight candle, sometimes till daybreak. Occasional late nights are allowed, unfortunately, most founders get stuck in this bad habit which is detrimental to their health or optimal productivity. On the risk of discouragement, regardless of how difficult situations maybe, where there is more than one founder, the chances of operations coming to a standstill because someone at the top is in despair, is low. The more founders, the lower the chance. As a support system, when one founder is indisposed, the others will be able to step in and hedge the risk of discouragement. On business development risks, solo founders are forced to drop a ball as they juggle building a customer base and building/iterating the product. With more than one founder and effective distribution of skill sets in place, the startup can easily hedge the countless risks challenging its success. After all, one shall chase a thousand, two shall chase ten thousand. 

Other Founding Contributors

Okay, we have been chanting “the smaller, the better” for a while now. What then happens to those who have made a significant contribution, even from ideation? Simple! They get their deserved sweat equity. Topping it with a founder title is not necessary. What the startup needs are the appropriate skill sets for the appropriate positions. We conclude this piece by emphasizing that “too many cooks spoil the broth”. Protect founder's equity, hedge risks and stay attractive to investors by keeping the founders circle as small as possible. Would you like to chat with the FINT team? Stop by on our Telegram group and ask your questions! Also, let us know what other topics we should write about. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
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16Nov

Most Common Mistakes Startups Make Relating to Intellectual Property

By Gunnar Pippel on Shutterstock This is the era of the digital. Every now and then, diverse kinds of businesses spring up, promising the next big thing. These businesses usually start out having bright prospects as well as looking to offer stellar services and solutions. Businesswise, these start-ups seem to have everything in place. Marketing, finance, accounting, operations, distribution, organization, etc, all sorted out. Yet,  an important aspect of their business strategy is often ignored, that is, intellectual property. In today’s digital economy, intellectual property (IP) is a very important aspect that can no longer be overlooked. Intangibles now command a large share of the overall worth of businesses as a result of the evolution from the industrialized economy to the knowledge-driven economy. In the knowledge-driven economy, the greatest assets of businesses are their technological innovations, creations, brand, and goodwill, all of which can be protected as intellectual property. Start-ups, particularly at the seed stage, fail to realize that they possess intangible or intellectual assets worth protecting, as their focus at this time is getting seed funding for their business and getting it running. If precautions are not taken, they may realize too late that some of their most important assets have been misappropriated or have become subjects of serious contention. Here are some of the common mistakes Start-ups make with regards to their IP.  

Not Protecting Their IP Early Enough

Start-ups sometimes make the mistake of not seeking IP protection for their intangible assets early enough. These could be due to several reasons including:
  • Considering IP protection too expensive, especially at the earliest stages of the business. It is more expensive, trying to fix the consequences of failing to take necessary precautions from the onset, than trying to seek IP protection at the appropriate time. Your IP may fall into the public domain if you are unable to prove that yours is first in time. This is because registration with the appropriate agencies is the surest way to prove priority. 
  • Hastening to enter into the market with their goods or services. Some start-ups make the mistake of releasing their goods or services into the market before securing protection for their IP. This likely stems from the misconception that protection could be secured at any time. However, as with some classes of IP, there is a window of opportunity for securing protection, failure to do so could likely result in the IP falling into the public domain.
  • Ignorance of the fact that every start-up has at least one class of IP. These could include clients' lists, customer databases, manuals, designs, colours, logos, software, etc.
  • Considering IP protection unnecessary. This happens mostly when Start-up owners are unaware of the benefits of early IP protection for their IP assets.
 

Failure To Clearly Determine Ownership of IP

You’re probably familiar with this scenario. A start-up owner commissions a web developer to design an online presence for the firm, for instance, a website. The web developer gets paid and does the work. The start-up owner is very satisfied. He assumes that since he has paid for the design of the website, then he is the owner. This, however, is not true. The web developer, in fact, is the owner of the website and the IP contained therein unless and until he/she transfers ownership of the website to the start-up owner. The web developer could bring an infringement lawsuit against the start-up company should the contents of the website be modified or used without the permission of the web developer. To avoid this, at the point of commissioning the web developer as an independent contractor, a work-for-hire agreement should be executed transferring ownership to the start-up. Another instance where Start-ups fail to clearly determine ownership of IP is assuming that creations or innovations of employees belong to the firm. The only time this holds true is where the work is done in the course of employment and within the scope of employment. Thus, if employee A is employed as an editor of children's storybooks, if employee A writes a poem after office hours, the employer cannot lay claim to the copyright in the work. To clearly determine ownership of IP as a Start-up, terms of engagement with regards to IP should be clearly spelt out in the employee-employer agreement.  

Failing to Realize the Importance of Expert IP Guidance

Small businesses, especially at the beginning phase of the business, make the mistake of adopting a "do-it-yourself" approach in managing their IP. This is borne out of the misconception that IP issues are not so complex and can be handled without the guidance of an expert in the field of IP. Au contraire, there may be knotty issues that can be spotted by an IP expert, but easily missed by a non-IP practitioner.  

Inadequate IP Safeguards

One common IP mistake start-ups make is not putting in place adequate IP safeguards to ensure their IP is immune from infringement. Inadequate or improper documentation, poorly drafted employee confidentiality agreements or the absence of any, and not executing non-disclosure agreements (NDAs) with third parties are some of the ways businesses fail to adequately safeguard their IP.  

Failure To Conduct IP Due Diligence

Conducting IP due diligence allows a start-up to take stock of its IP portfolio and answer the following questions: what are its IP assets? What are the types of IP it has? Who are the creators/inventors? Who owns the IP? Are there issues with the IP and/or what are the actions to take to rectify the issues? By answering the above questions, the start-up is able to determine the existence of prior art in the case of patents, the status of its IP, whether they are registered or not, and so on. Also, taking stock of a firm's IP allows it to determine the assets to keep using; those assets to license out or assign, hence reducing the costs of managing their IP portfolio. When a start-up fails to take stock of its IP portfolio, they are exposed to infringement by third parties. Also, the company may be susceptible to infringement lawsuits from others in the event that the company's IP infringes on that of others.  

Not Integrating IP Management Into The Overall Business Strategy

IP is an irresistible driving force in any organization that seeks to be taken seriously and that seeks to enhance its value and gain competitive advantage. However, most start-ups fail to realize the immense benefits of IP to their business hence IP is relegated to the background. It is sometimes regarded as something that can be sorted out along the way. The result is that other core aspects of the business (marketing, finance, accounting, operations, distribution, etc) are adequately and promptly catered to, leaving IP to chance. The fact remains that due to the pivotal role IP plays in a business, it ought to be integrated into the overall business strategy of the start-up from the very beginning. The benefits are enormous.  

Neglecting to Consider Digital IP Dimensions

Failure to consider securing the digital presence of a start-up could affect its interaction with potential customers and clients online. Due to the wide reach of the internet, more and more businesses now realize the importance of having a digital presence. This has also been capitalized on by unscrupulous people who may wish to benefit from the brand name or goodwill of an existing business. One example of this is cybersquatting. Cybersquatters secure domain names that bear the names or identity of existing businesses who have neglected to promptly secure their domain names. These cybersquatters then seek to sell the domain names at a very high price to these businesses. Although cybersquatting is frowned upon by the law, the process of seeking redress can be quite harrowing, time and resource consuming.  

Engaging in a Pitch Competition Without Adequate IP Safeguards

In a previous article, I have succinctly addressed the risks in engaging in a pitch competition without adequate IP safeguards.   Feel free to check up on us in our Telegram Group or our Telegram Channel if you have questions. We look forward to engaging you. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
By Intellectual Property0 Comments
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08Nov

Venture Capital Funding in Blockchain and Crypto Projects

Image Source: Stevepb from Pixabay [lwptoc]

Introduction

Capital is key for any business to take off, be it a traditional form of business or businesses built on emerging technologies. Blockchain and crypto startups have available several fundraising methods ranging from traditional Venture Capital funding to the decentralized model of fundraising such as Initial Coin Offering (ICOs), Security Token Offerings (STOs), Initial Exchange  Offerings (IEOs), Initial DEX Offerings (IDOs), etc.  ICO is the most common fundraising method in the blockchain space. With about  875 projects raising approximately US$6.3 billion in the year 2017, while $19.2 billion was raised in 2018. Despite the huge success of ICOs in 2017 and the early part of 2018, this mode of fundraising faced a  downward slide in the later part of 2018 because of fraudulent activities, which the crypto community now refers to as crypto winter. The need to regulate ICOs and protect investors who want to invest in crypto-based projects from fraudsters in the blockchain space saw the birth of STOs. STO is a more regulated process of raising funds in the blockchain space and it also created awareness to the public on ICOs and its shortcomings. An ICO is essentially an unregulated tool used to raise funds for blockchain or crypto-based projects. The shortcomings of ICOs had given rise to STOs and IEOs. IEOs are  ICOs with a new layer of intervention and regulation that attempts to ensure value and mitigate risks for participants. STOs, on the other hand, have such a high barrier (must be accredited by Security Exchange Commission) for investors to participate in that they are not a viable option for fundraising.

What is Venture Capital?

Venture capital is a form of private equity financing that investors provide to startup companies and small businesses that are believed to have long-term growth potential. Venture capital generally comes from wealthy investors, investment institutions such as investment banks or other financial institutions. This type of funding does not always take monetary form, it can also be provided in the form of technical or managerial expertise. Venture capital is provided in the interest of generating a return on investment (ROI) through an eventual exit such as a Merger and Acquisition (M&A), or Initial Public Offering (IPO) of the company.

Origin of Venture Capital

The origin of Venture capital can be traced back to the 19th century, Venture Capital only developed as an industry after the Second World War ( WWII). Georges Doriot is considered the "Father of Venture Capital". In 1946 he founded American Research and Development Corporation (ARDC)  he raised a $3.5 million fund to invest in companies that commercialized technologies developed during WWII. ARDC's first investment was in a company that had ambitions to use X-ray technology for cancer treatment. The $200,000 that Doriot invested turned into $1.8 million at the exit stage when the company went public in 1955.

How it Works

Start-up seeking to raise venture capital is required to make a research for VCs after which they submit a business plan. The business plan does not necessarily need to be bulky but should be clear about the business.  If interested, the VC  or angel investor also performs due diligence, which includes;
  • a thorough background check of the company's business model,
  •  products,  
  • management  (team)
  • operating history etc 
After due diligence by the VC, parties (investor and entrepreneur/founder) then negotiate the investment deal. 

Venture Capital in Blockchain and Crypto Projects 

Venture capital financing is not limited to traditional businesses. The rise of awareness in crypto-assets has given many VCs a new opportunity to reinvent VC financing by leveraging the ICO fundraising model and incorporating it into traditional VC models of financing.

Types of Venture Capital Funds in Blockchain and Crypto Projects 

The rapid growth of the crypto market has awakened the interest of Venture Capitalists in blockchain and crypto projects. The new opportunities opened with significant liquidity and financial flexibility offered by crypto-assets. Venture Capitalists (VCs) are gradually diversifying their portfolios by creating hybrid funding models or launching crypto-centric funds to directly invest in blockchain start-ups,  crypto projects etc. These new hybrid funding models are;
  1. Crypto-Funds 
  2. Crypto Fund  of Funds (FOFs)
  3. Tokenized Venture Funds 
  4. Reversed ICOs

Crypto Fund

VCs raise a pool of capital from investors and establish a separate fund (crypto fund) to invest in a blockchain start-up’s equity and, or crypto-assets. These investments  may include: 
  1. Crypto-assets purchased on a secondary market,
  2.  Crypto-assets purchased in a pre-sale or ICO sale  and, 
  3.  Blockchain tech start-up equity. 
The crypto fund can invest in one or more of the above-mentioned projects. This investment process involves setting up a separate fund or raising capital from investors which included accredited investors, fund of funds or other investors who are comfortable with investing in the crypto space. 

Tokenized Venture Fund 

A tokenized venture fund is also known as a ‘tokenized fund’.This is a  newly-created funding structure that takes the ICO model and applies it to the ownership structure of the fund.  It enables the venture capital fund to launch its own tokenized securities offering to raise funds from a larger pool of investors and investors in the fund in return can trade their equity tokens of the fund on a crypto-exchange as soon as the tokens are listed.  The rationale behind a tokenized fund is to provide liquidity for investors and eliminate long-term capital commitments.

Reverse ICOs

VCs  also exploit  the liquidity of  cryptocurrencies as  a means of exit for  venture capital investments that is rather  than waiting for the start-up to mature to the stage  that it can go public through an IPO (Initial Public Offering) or  other conventional exit strategies, VCs may engage in ‘reverse ICOs’ to  help them get a faster return, and the funds can be reinvested into another crypto  project. An example of a VC that has explored this method is KiK.

Fund of Funds 

This type of financing, a venture capital fund sets up a crypto-fund to invest in other crypto-specific funds. This allows for greater diversification of risk by investing in multiple funds simultaneously an example is the Union  Square Ventures (USV) that has invested in six crypto funds. Although some VC firms have taken illiquid assets and issued tradable crypto-assets that give investors rights in these assets  (“asset-backed tokens”), others have raised capital for tokens which provide its investors with rights to a portfolio of VC backed companies or real estate while some crypto firms have started  venture capital arms, focusing mainly on projects relating to blockchain technology and crypto-assets.

What VCs Look out for in  Blockchain and Crypto Startups Before They Consider Funding 

VCs lookout for the following in blockchain or crypto projects before funding. Blockchain startups and/or entrepreneurs are encouraged to work on these points before pitching VCs
  1. Solutions: VCs look at the real-life problem the project intends to solve, not an imaginary one.
  2. Team:  They look at the key team members background, experience and reputation. They would want to find out if the team was formed a few months ago without any relevant experience to the blockchain or project or have they been working on the project for a long time and have relevant experience?
  3. Community and Institutional Support: VCs check out the crypto community such as Github, BitcoinTalk, Telegram, etc to see whether the project is supported or criticized by the community. If the project’s community on Telegram or Github is showing no development progress, dead or closed, the blockchain project most likely has failed or will to do so within a short while. If the project is designed to create solutions for example, in the power sector, VCs will look out for institutions in the power sector that are in support of the project. 
  4. The Technology and Project: It is highly recommended that startups understand the technology behind the project. How feasible it is. If it is innovative? Is blockchain necessary for the project? There are many projects in the market that try to solve a problem where blockchain is not needed. VC investment in such projects may not happen. VCS may also ask if the team already have a minimum viable product and what stage is the development of the product?
  5. Investors and Network Investors would want to know Who is backing the project? If they are Friends, family, institutions? Do the founders or entrepreneurs have their own money in there? Who’s talking about this project, and where? Telegram, LinkedIn, Facebook, press and news sources, etc.
  6. Viability of The Business: is the business viable? Is it capable of meeting their expected Return of Investment (ROI)?
  7. Market Opportunities: The size of the market, the number of customers willing to use the product and also pay for it. 
  8. Market Strategy and Cost: How the entrepreneurs intend to break into the market and the cost implication of entering the market.
These and many more are what the VCs look out for before they stake their funds. 

CONCLUSION 

Although fundraising is a necessity for blockchain and crypto startups, the channel employed by the entrepreneur or founder determines the sustainability and success of the business. ICOs may be a faster way of raising funds, but does not guarantee the sustainable growth of a blockchain project while VC process of raising fund may be slow because of what the VCs need to investigate before they commence the funding deal, it provides long term investment and success in the growth of the project. Here is a list of blockchain VC firms that may interest you.   Feel free to check up on us in our Telegram Group or our Telegram Channel if you have questions. We look forward to engaging you. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
By Blockchain Project, Venture Capital, , , 0 Comments
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Marketing for Blockchain and cryptocurrency projects
25Oct

Marketing for Blockchain and Cryptocurrency Projects

Starting a blockchain business or project usually begins with a great idea. Thanks to the blockchain technology, a lot of traditional industries are joining the revolution. New businesses are being born, and new projects are shaping the way information is stored or used. But wait a minute, after starting the great idea what happens? Most blockchain-based products die out because they leave out marketing. The place of marketing in any business cannot be overemphasized. The error most tech-savvy startups make is that they ignore the potency of marketing. Although a traditional industry, marketing has experienced a lot of changes over the years, and it still plays a huge role in the success of any business or project.  We will be looking at the potholes blockchain businesses are likely to get into when it comes to marking. Also, we shall take a look at the various marketing strategies blockchain and cryptocurrency projects and startups can adopt. Why Blockchain Projects Get Lost in the Marketing Maze    One of the biggest mistakes some blockchain and cryptocurrency businesses and startups make is to assume that their big idea will wow the market. Great! You have a great idea to revolutionize the market, but how do you plan to convince the people that your product is better than what they have been used to? As a result, a lot of project launch into the market with just great ideas and no marketing strategy In the same vein, the ICO mentality has affected a lot of projects when it comes to marketing in the crypto and blockchain space. During the ICO boom of 2017 and 2018, it was not uncommon to see an ICO project launch a website, carry out loads of press releases, and then fade away. Some of the mistakes blockchain and crypto-based startups and projects are likely to make include; Not Carrying out a Proper Research Most projects are just great ideas for solving problems where there is a working solution. So, there is no real market. Going about Branding the Wrong Way  The ICO mentality has affected a lot of projects and businesses. To some, all that is needed for a successful business is a website, a logo, a blog post, and social media promotions. But branding goes way beyond that.  Starting Too Late It is not surprising to see a lot of projects put off marketing until their next product is released. One lesson we can learn from Dan Larimer the CTO of Block.One, the company in charge of EOS is marketing even when the product isn’t on the ground. Voice, a social media platform based on EOS is yet to be launched, but a lot of branding is ongoing.  Ignoring the Need for Marketing While some crypto startups feel that hiring a PR firm will solve all their woes, others ignore it totally. Some projects would instead focus on building a community on Telegram or Reddit than taking dedicated efforts to brand and marketing. The Potency of a Marketing Strategy for Your Startup So, we now know the errors most businesses make when it comes to blockchain marketing. However, there is more to it than knowing your faults. What exactly is marketing, and why does your crypto-based project need it? Marketing goes beyond advertising. Although the term ‘marketing’ makes it seem like it is restricted to just getting sales. Marketing encompasses everything from branding to sales. The four Ps of marketing are Product, price, place, and promotion. However, most blockchain projects focus more on promotions than on product. So, what exactly can a cryptocurrency startup focus on Product instead of promotions? After you successfully convert that great idea into a product, you are expecting to make sales right. Marketing follows the following steps; Awareness: first, you have to bring your products to the knowledge of your potential customers or users.   Consideration: Even after getting your product out there, your potential customer has to consider utilizing your platform, product, or solution. Trials: Now that they have considered your product, they will undoubtedly want to give it a trial. Now, no matter how great your marketing strategy is, you must have an equally great product. Loyalty: Loyal customers are one of the most critical assets of any business. The aim of all your marketing strategy is not just to bring in new customers but to also ensure that existing customers remain loyal to the brand. Therefore to make sales, a cryptocurrency business has to pay attention to branding. Branding includes everything from the company’s logo to the public image of the company. And this is why it is vital to have a strategy. Branding Lessons from Binance When it comes to successful brands, Binance should be somewhere at the top. One of the largest cryptocurrency exchanges in the world, Binance has grown from a China-based exchange to a global brand.  What did they do differently?  Build a Great Product: Binance had a great exchange, and its features for ak for the company. The Binance exchange is easy to use, and its discount on its native token, BnB, makes it an attractive option. Also, binance is always creating additions to its products. Have a Brand Story: Binance has a brand story that most users can relate to. Changpeng Zhao the CEO of Binance always reflects the brand story, and this is reflected in the brand goals. Binance is among the first exchanges that partnered with an African country as the company spreads crypto education across the globe. Build a community: Binance has successfully built a community of loyal customers. The exchange even holds competition within its community. It celebrated its two year anniversary by asking that its community members participated in a video competition.  Target Specific Markets: binance recently launched its crypto lending solution on its platform. The exchange also launched its futures trading. All its products reflect user experience. That is to say, the company addresses the feedback it gets from its community and transforms them into solutions. Conclusion One take-home lesson for cryptocurrency and blockchain projects and businesses when it comes to marketing is ‘focus on branding.’ While it is essential to focus on your visual identity, building a brand that can speak for itself goes beyond what publicity and press releases can do. Also, while creating your brand, it is crucial to make sure it is unique to you. You may want to consider taking action toward protecting your brand’s intellectual properties. Finally, now that the excitement of the blockchain is waning off, people are looking forward to real solutions. Blockchain and cryptocurrency projects cannot afford to overlook marketing at this time.    Feel free to check up on us in our Telegram Group or our Telegram Channel if you have questions. We look forward to engaging you. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
By Blockchain Project, , , 1 Comment
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11Oct

10 Things to Know Before Starting or Joining a Blockchain or Crypto Project

Featured Image Source: MyTechDecision [lwptoc numeration="none"]

Introduction

These days blockchain and crypto is all the rage. Everyone from individuals, organizations and even governments are in a race to build the chain to rule them all. Perhaps, the best part is that decentralization has somewhat leveled the playing field, meaning even your dog can partner with you to save the world. A market projected to reach $2.3 billion by 2021 is not one to ignore. As usual, courageous entrepreneurs are entering the decentralized space with the 'next big idea' they desire to actualize, for the use of humanity and other species. Some already have some experience starting or working for traditional startups which were either bootstrapped or venture-backed. Alternative (IXO) and faster fundraising methods like ICO (Initial Coin Offering), STO (Security Token Offering), DAICO (Decentralized Autonomous Organization + ICO), etc have made it easier for entrepreneurs with even just an idea, to raise millions in a few minutes, days or weeks. However, this article is not about analyzing this fundraising route. Our focus in this article is giving you a rundown of what anyone interested in blockchain business development (BBD) should tick off their list before starting a project in the space. Let's dive in!

1. Global By Default

This is the first point of discussion because it is the first thing you recognize when you get involved in blockchain and crypto. Traditional businesses follow the classical route of starting small and then expanding as they grow, from one city to the next, from one country to the next.  For blockchain and crypto projects, even where the beginning is small, the reach is fundamentally global. In fact, blockchain founders incorporate the distributed feature of the blockchain into building their teams. Thus you’ll find that the graphic designer could be in Japan, the chief technical officer in Turkey, with the chief financial officer in Nigeria. Unfortunately, this global and distributed feature does not reflect on a gender scale. It's a known fact that the tech space is bro-dominated. The situation is worse in the blockchain and crypto space. Initially, when I got into the space in 2017, I could count on one hand females I found at events. Over time, the number increased, but still nowhere near 20% of all attendees at current events.

2. Read the Bitcoin White Paper

You are not a true believer in the space until you have read the Decentralized Bible: Satoshi Nakamoto's Bitcoin white paper. Preferably, you should read it more than once. Unless you have a tech background, chances are, like me, a major part of your first reading will feel like ancient Greek to you. But read again, and again, and again. After a while, the pieces will begin to fall into place.

3. What is Blockchain?

Anyone looking to start a project in the space must be ready to answer this question a zillion times with their own informed definition. Lip syncing another's definition just goes to show you have little understanding about what you are doing. Here's my own personal introduction to blockchain. There are tons of free online courses and other materials to help you get started.  Closely related to this question is answering for yourself the question of whether your project truly needs a blockchain? Majority of blockchain entrepreneurs simply want to ride on the blockchain hype wave, when their solutions can be implemented without a blockchain. 

4. Never Ending - 24/7

In the blockchain and crypto space, it is a never-ending market and work cycle. The fact that the space is global contributes to this. By the time you are rising in the morning, half of the crypto world has been awake for hours. So, expect to find tons of messages waiting for you at work. Moreover, the never-ending cycle runs faster than the traditional world thanks to speculation in the most volatile market in the world. Within 24hours, bitcoin could go from $8,000 to $11,000 and down to $5,000. That's how hyper-volatile and fast, time runs in the decentralized space.

5. New Business Models

Blockchain on its own is a new business model. The particular act of removing the middleman means Bob and Alice can transact together, faster and cheaper since it doesn’t go through a third party. In a traditional business model, this is usually not the case. There are several new business models being adopted in the decentralized space. Most popular, or if you will, saturated, is the utility token model. This can be used in various ways like crowdfunding for a blockchain startup, customer or employee rewards and means of gaining access to the company’s products and services. There are other models like blockchain as a service (BaaS), network fees, blockchain development platforms and blockchain professional services. I will expand more on blockchain business models in a future article.

6. Build for the Masses and Not the Techies

Unless you're a technical engineer, I bet you have no idea how your WiFi works. But of course, to get online, all you have to do is tap on the WiFi icon somewhere on your screen and perhaps enter a short password. You have zero interest in the technical details.  This same scenario, translated in blockchain and crypto will not be so simple. First, you will probably need to generate a key from your device, to be matched with a key stored on the WiFi device. Then, you might need to set up a network port, so that traffic to and from your device is properly routed. By now, you're probably already losing interest. Unfortunately, this is the average reaction of new users when they encounter blockchain and crypto solutions.  At the moment, 90% of solutions in the crypto space, including the grandfather of them all, bitcoin, are used by mostly techies. Totally explains why the first wave of people in the space was of course techies, more specifically mathematicians, cryptographers and gamers. But if you have read the bitcoin whitepaper, Satoshi's real aim was to bring financial freedom to the masses while bypassing the government. So, until blockchain and crypto projects start building for the masses and not the techies, mass adoption will continue to be a mirage.

7. Competitors are Middlemen

Virtually all blockchain businesses base the foundations of the solutions they offer on eliminating the middlemen, namely the governments, banks and those with uncensored authority. It follows that the real competitors of blockchain businesses are not even similar projects, but the middleman sought to be removed. On the other side of the coin, the so-called middlemen could also leverage blockchain to upgrade their service offerings since they are in the best position to understand the nuances of all stakeholders in multi-party transactions.

8. Must Not Code But Must Get Technical

This is especially crucial if you intend to be a founder/ entrepreneur. While it is not required that you bother with writing a line of code when you can hire programmers, it is important that your understanding of the technical aspects relating to your blockchain business idea is not shallow. Covering the basics and more will enable you to tackle questions thrown at you (by users and investors) eloquently.  This knowledge will come in handy when making decisions on what blockchain platform to build on, what features your solution should have, how to handle data integration issues, etc. Perhaps a positive downside to this is that the process of getting your bases covered could lead you down the infamous blockchain rabbit hole. More than any other tech industry, blockchain has an overabundance of available resources. 

9. Adopt New Digital Tools

While previously you were familiar with just Slack, WhatsApp, LinkedIn and Twitter. Blockchain and crypto folks spend their time on Discord, Telegram and Steemit. Fortunately, they work similar to what you’re already familiar with, so worries there. In the startup world, users are able to directly interact with founders. For blockchain and crypto founders, the accountability bar is higher, although they could be pseudonymous. Founders in the space can expect to be summoned to a social hearing (packaged as AMA) to answer to community queries, as is common on CryptoTwitter.

10. A Decade-Old, But Still Early

A favorite comparison in the space is likening the blockchain era to the internet era of the '90s. Some say the ICO bubble is the equivalent of the dot.com bubble. Whether any of these assertions are true or not is yet to be determined. However, what is certain is the fact that the technology is still in its early stages.  For this reason, enthusiasts and businesses in the space should devote more attention to education over speculation. Moreover, the more Satoshi converts, the larger the market size. Education and adoption rates will always tally.

11. Funds, Funds, Funds

Okay, I know I said 10, but FINT is benevolent! After all, you need to know the cost of what you are getting into upfront. So we have added four more points. Like every other startup project, an entrepreneur needs funds to start a blockchain and crypto project. Fortunately, alternative fundraising methods are available in the crypto industry. Ranging from the (bubble-burst?) ICO to DAICOs and even IFOs (Initial Futures Offering). There are also venture capitals like a16z which have set up crypto funds specifically for blockchain and crypto projects. Several other projects also chose to go the bootstrapping route. I dare say a blockchain and crypto project needs more funds considering that talent, especially blockchain programming, is scarce. And a huge chunk of available funds go to research and development. These are generally uncharted waters, someone needs to take the risk.  Experienced blockchain talent comes at a premium. The average salary of a blockchain programmer starts from between $80,000 - $100,000, depending on the type of company and country. Blockchain programmers are not the only cost to prepare for. Other costs like use of a blockchain platform, team (and miners) compensation, shipping the product (solution) and marketing are equally to be prepared for.

12. Spam and Scam

If you previously had a laissez-faire attitude to your digital security before entering the space, then you should be near paranoid in blockchain and crypto. Hackers target crypto companies because they want to take advantage of the pseudonymous feature when asking for ransom or making away with the loot. You do not want to start a project, raise funds and then enter the spotlight for the wrong reasons: a hack.  There are several measures that could be adopted to detect and handle spam and scam, but generally, the most important is when the humans involved are appropriately equipped defensively. 

13. Legal Uncertainty

Blockchain raises tons of brand new questions that were not existing several years ago. Each country and government have diverse reactions to these legal questions. Some have adopted a strong unfavorable approach, some are on the fence, trying to monitor the developments. While a courageous few like Switzerland, Malta, and Kenya have a favorable stance and approach, either through sandboxes or policies and regulations. On this point, working with a lawyer who understands blockchain is crucial. But also helpful for you to be conversant with the basics.

14. Protect Your Intellectual Property

On this point, I gladly direct you to an article written by our Head of IP. Although the article focuses on protecting your IP in a pitch competition, which is common in the decentralized space, by the way. She also succinctly addresses why you should even bother with protecting your IP. You should note however that by default, the blockchain and crypto space is community-driven using open-source software. On the other hand, there are also patented solutions by legacy businesses like IBM, Microsoft, and new startups like Hedera Hashgraph. It’s a wrap-up! Are there other points you would like to add? Please, drop them in the comments! From all that has been discussed, it's obvious the blockchain and crypto space is a vibrant interesting one. Like I always emphasize, the system that wins tomorrow might not be the blockchain, however, it would have the fundamental feature of decentralization. So, joining now is your best chance at being a pioneer and not a spectator.   Feel free to check up on us in our Telegram Group or our Telegram Channel if you have questions. We look forward to engaging you. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
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04Oct

Protecting Your IP in a Pitch Competition

The era where start-ups and SMEs barely considered intellectual property (IP) as part of their overall business strategy is far gone. Intangible assets, including intellectual property, make up for about 30-40% of the profit margin of most businesses today. In fact, some businesses deal solely on the intangibles. It is therefore very important to consider IP protection at every stage of the business, including at the seed or incubation stage.  Intellectual property arises from novel or original expressions, which could take the form of copyrights, trademarks, patents, designs, etc. Every start-up has at least one intellectual property. Logos, designs, colours, customer databases, clients’ lists, manuals, software, etc are all intangible assets, which can be protected under intellectual property. Most innovations are products of novelty or originality. In essence, a start-up is putting forward what good or service it can provide distinct from that of others. Novelty or originality in this sense does not imply an out-of-this-world idea coming to life but rather, being able to establish a difference between your good or service, and that of related businesses. Imagine coming up with a groundbreaking idea and turning the same into a beautiful innovation. You cannot wait to pitch your great idea before potential investors, competitors and organizers of a pitch event.  Before you do that, wait!  There are certain precautions you have to take with regards to your beautiful idea before making it public. The purpose of a pitch competition is usually to present your innovations before the organizers of such competitions and potential investors. It is putting your stuff out there for others to see. This could help a start-up get seed funding for its projects, attract investors, and display what it can offer. It could also make room for collaborations as well as identifying competitors.

Why Secure Your IP?

Safeguarding Your Pitch Against IP Infringement 

Protecting a start-up’s intangible assets using intellectual property from the very onset is vital. This ensures adequate protection before going public with the idea. And prevents theft of the start-up’s ideas during the pitch presentation by organizers or potential competitors. Prior IP protection has two advantages for the start-up, that is, the “defensive” benefit and the “offensive” benefit.  The defensive approach, also known as “protection and blocking” ensures that the start-up has in place the appropriate mechanism - IP protection – to prevent its IP from being infringed on. In addition, it would provide a basis for counter-infringement claims in IP litigation. It also serves as a barrier to market entry, blocking competitors from entering the same market. The offensive approach would allow a start-up to sue to protect its intellectual property rights (IPRs) in the event of an infringement. It also gives the start-up competitive edge when negotiating licensing or out-of-court settlement deals.

Time-Bound Nature of IP

Some classes of IP by nature are time-bound, that is, a period or window of opportunity is provided to allow for the necessary IP protection for any idea that is released during a pitch competition without adequate IP Protection, before falling into the public domain. Hence, to ensure adequate and timely protection, such classes of IP ought to be registered within a given time frame.  For instance, patents under most national laws have a period of grace of twelve (12) months within which patents that have been made public ought to be applied for to be protected.  The implication is that if a start-up presents an invention during a pitch competition without having filed for a patent grant, it only has a period of one year to file for it; otherwise, it would lose protection and fall into the public domain. Hence, it is of utmost importance for a start-up to protect its IP before a pitch competition. For instance, if SmartTech, a tech company that produces microbots, displays its microbots at a pitch competition before patenting the functional aspects of those microbots, it has a period of grace of twelve (12) months to apply for patent grant.

Boosts Investors’ Confidence

Safeguarding your IP before a pitch competition gives your business a sense of seriousness that is attractive to potential investors. It shows the meticulousness of the idea or business owner as well as his IP due diligence.  

How to Secure Your Idea Before and During a Pitch Competition

  • Limit the amount of information you let out during a pitch deck

In a pitch deck, the information a start-up owner lets out should be limited to only the basics, that is, enough information to pique the interest of potential investors but insufficient to be stolen or misappropriated.

  • Execute non-disclose or non-compete agreements

In situations where giving out just basic information would not cut it, it is imperative to execute a non-disclosure or non-compete agreements with the pitch deck organizers beforehand. That way, if your idea gets stolen, you can hold them liable.

  • Seek proper protection of your IPRs

While it is very important to consider various means of securing your IP before a pitch deck, actual and adequate protection of your IPRs is of utmost importance. This is because of the defensive and offensive benefits that accrue to the start-up.

  • Keep a trail of documentation 

Having a good record of all transactions leading up to the pitch competition would leave a trail that would assist the start-up in proving ownership in the event that the need arises. These include emails, receipts, letters and other correspondence, etc.

Conclusion

The importance of prior protection of IPRs before a pitch competition cannot be overemphasized. The overall benefits far outweigh the often misconstrued perception that IPRs' protection is expensive.   Feel free to check up on us in our Telegram Group or our Telegram Channel if you have questions. We look forward to engaging you. You're also welcome to interact directly with the FINT Team. Join our Telegram Group: https://t.me/FINTConsulting or our Telegram Channel: https://t.me/FINTChannel. See you there. DISCLAIMER: This article is written for educational purposes only and should not be construed as legal advice. Consult a lawyer for tailored legal advice.
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