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Procedure for NOTAP Registration

Business Regulations, Law & Practice	1117 VIEWS
Business Regulations, Law & Practice
1117 VIEWS

Thursday, January 20, 2022 / 09:57 AM / By Resolution Law Firm / Header Image Credit: Dataquest

NOTAP approves composite agreements such as Technical Know-How and Management Services agreement in the Manufacturing Sector. The conditions and application remain the same with know-how and Management service agreement.

Below, we share the procedure for a NOTAP registration.

Application for the registration of technology transfer agreement with NOTAP is made in the applicant's company letterhead paper directed to the Director of NOTAP within thirty (30) days from the effective date of the agreement. Section 5 of the NOTAP Act provides that "every contract or agreement which on the date of the coming into force of this Act had been entered into by any person in Nigeria and which still has an effect on the commencement of this Act in relation to any matter shall be registered with the National Office in the prescribed manner not later than six months after the commencement of this Act".

Section 5(3) goes further to state that every application for the registration of a contract or agreement shall be addressed to the director and shall be accompanied by a number of certified true copies of the contract and agreement and by all other related documents annexed thereto.

Applicants are required to make payment of a presentation fee of N50, 000 (Fifty Thousand Naira) through the NOTAP online portal to commence registration, accompanied with the following information and documents:

A copy of the duly completed application form.
Certificate of Incorporation with the Corporate Affairs Commission.
Memorandum and Article of Association of the company.
A duly completed TAA Pre-Qualification Form.
Tax Payer Identification Number (TIN).
A draft copy of the Technology Transfer Agreement to be registered.
A copy of the duly completed NOTAP questionnaires for different sectors.
A duly completed copy of the Monitoring Form.
A copy of the feasibility study report of the company.
Annual audited accounts for the preceding three years.
Evidence of tax payment for the preceding three years.
Profile of the technical partner.
Performance bond for advanced payment.
A comprehensive training programme which must include the number of personnel, skill or knowledge to be acquired.
Approval or licenses obtained from the relevant authorities and bodies such as the Nigerian Communication Commission (NCC) for agreements on communication etc, where applicable.

Upon the submission and evaluation of the technology transfer agreement, all issues, observations will be addressed by the agency before the approval of the registration through an official letter to the applicant. NOTAP evaluates the agreement in terms of its legal, economic, and technical benefits to the Nigerian economy before registration.

The registration with NOTAP can be granted upon conditions in some cases, where it is satisfied that it would be in the national best interest to grant same, although the agreement can still be subject to modifications adjustments, and submission of other documents such as tax clearance certificate, invoices, etc.

Furthermore, the registration can be successfully granted without conditions in writing by NOTAP, where it is certain that the scope of services contained in the technology transfer agreement is fair to both parties involved and there is value for money. In another sense, the application for registration can be rejected by NOTAP where it is observed that the technological interest of Nigeria is not considered in the negotiation, drafting, and implementation of the technology transfer agreement. It can also be rejected where the agreement contravenes the laws of Nigeria.

Finally, a Certificate of Registration is issued and granted to the applicant with the original copy of the agreement, which has been certified by Director- General of NOTAP.

Fees Payable for the Registration with NOTAP

The following official fees must be made through the NOTAP online Remita platform, as the printout page containing the Remita Retrieval Reference (RRR) will be submitted to NOTAP.

Presentation fee- N50, 000 (Fifty Thousand Naira).
The penalty fee for contracts not submitted for registration within 30 days of the effective date - N100, 000 (One Hundred Thousand Naira).
For contracts involving payments, the fees payable ranges from N150,000 (One Hundred and Fifty Thousand Naira) to N20,000,000 (Twenty Million Naira), depending on the payment involved in the contract.

Additional requirements for registration

There are also general rules and guidelines provided by NOTAP for companies to adhere to before registration. Some of these requirements are as follows;

Where a technology transfer agreement is to be drawn up, the rules require that the technology transfer agreement should provide that the recipient enterprises in Nigeria acquire the explicit rights for the use of exploitation of the technology in question, and the term of the contract should be explicitly stated in the contract.
Where a Nigerian company is acquiring the rights to use a process, the full description of the rights granted should be stated in the technology transfer agreement.
All technology transfer agreements should make provisions for the deduction of appropriate local taxes.
All Nigerian government projects must be governed by the Nigerian Laws of Arbitration and the seat of arbitration should be in Nigeria.
There must be evidence of registration of intellectual property such as trademark, technical know-how, and patent, etc.
Details of expatriates including entry visas and other immigration documents should be submitted along with the non-availability of skills in Nigeria.
The technology content of the agreements should state the methods for the domestication f technology, local raw materials development, skills acquisition, etc.

These requirements are some of the rules that govern the requirements that technology transfer agreement must meet before registration with NOTAP, note that these highlighted requirements are a few of the requirements provided by NOTAP. Hence, applicants must conduct due diligence to be abreast with the rules to ensure that it meets the requirements before applying for registration.

Conclusion

All individuals and companies interested in technology transfer agreements are eligible to apply for the registration with NOTAP. For the registration with NOTAP, any applications that fail to comply with the above requirements and procedure will be returned unprocessed to the applicant until the requirements are met. Section 6 (2) of the NOTAP Act provides that the Director shall not register any contract or agreement where he is satisfied that its purpose is for the transfer of technology freely available in Nigeria and where the price or other valuable consideration is not commensurate with the technology acquired or to be acquired.

Credits

The post 'procedure for notap registration' first appeared in Resolution Law Firm on December 26, 2020. They can be contacted via info@resolutionlawng.com