Keeping Your Business Compliant and Governed

Governance and compliance have moved from the margins of Nigerian business to its centre. The Companies and Allied Matters Act of 2020 reshaped the obligations of companies and their directors, and a widening field of regulators now expects businesses to demonstrate not only that they comply, but that they have the structures and records to prove it. The consequences of falling short have grown accordingly, ranging from administrative penalties and director liability to the loss of licences and lasting reputational damage. At A.U. Mustapha & Co, we help companies, boards, and directors build governance that withstands scrutiny and compliance systems that keep pace with the regulatory environment they operate in.

Sound governance begins with structure, and we advise companies on building it from the foundation up. We assist boards with their composition and committees, advise directors on the scope of their fiduciary and statutory duties, and help clients align their practices with the Nigerian Code of Corporate Governance issued by the Financial Reporting Council, along with the sector codes that apply to banks, insurers, pension operators, and public companies regulated by the Securities and Exchange Commission. We also provide company secretarial support, maintaining the statutory registers, minute books, and records that proper governance depends on and that regulators increasingly demand to see.

Regulatory compliance is where many otherwise well-run businesses are most exposed, and we advise clients across the full range of their obligations. This includes filings and annual returns at the Corporate Affairs Commission, the beneficial ownership and persons with significant control requirements introduced under CAMA 2020, and anti-money laundering and combating the financing of terrorism obligations, including registration and reporting through the Special Control Unit against Money Laundering. We also advise on compliance with the Nigeria Data Protection Act and the requirements of the Nigeria Data Protection Commission, an area of growing enforcement that many businesses have yet to address adequately.

Compliance is not a one-time exercise, and we help clients embed it as an ongoing discipline. We draft and review internal policies, codes of conduct, whistleblowing procedures, and conflict of interest frameworks, and we help businesses design the internal controls and risk management systems that turn compliance from a reactive scramble into a routine part of operations. Where clients operate in regulated sectors or pursue licences, we guide them through the application, conditions, and continuing obligations that come with them, and we provide training so that boards and staff understand the standards they are expected to uphold.

When regulatory questions, investigations, or enforcement actions do arise, we provide clients with clear-headed and determined representation. We help businesses respond to regulator inquiries, manage investigations, remediate identified deficiencies, and defend directors and officers facing personal exposure. Whether a matter is resolved through engagement with the regulator, negotiated settlement, or proceedings, our objective is to protect the company and the individuals who govern it while restoring the business to secure compliant footing as efficiently as possible.