Legal and business terms, explained plainly

An acquisition is buying a business. The first decision is whether you are buying the shares in the company or the assets out of it, and the two produce completely different risks.

An adjournment postpones a hearing to another date. It is the single largest cause of delay in Nigerian litigation, and the rules have been tightened to limit it.

Adoption transfers legal parenthood from a child's birth parents to the adopters, permanently. In Nigeria it is granted by a court, under state law, and it is not the same as fostering.

An affidavit is a written statement of facts that you swear is true, signed in front of someone authorised to take oaths. Once sworn, it becomes evidence a court or government office can rely on.

An age declaration is a sworn statement of somebody's date of birth, used where no birth certificate exists. Institutions accept it far less readily than they once did.

Agency is the relationship where one person acts on behalf of another and can bind them legally. The principal carries the consequences of what the agent does within their authority.

Agency fee is what a property agent charges for finding you a place to rent or buy. In most Nigerian cities it lands somewhere around ten percent of the annual rent, and it is separate from the rent itself.

An allocation letter says a plot has been allocated to you by a government agency, an estate developer or a family. It is a step towards title. On its own it is not title.

An allotment is the company issuing new shares to somebody. The money goes to the company, the number of shares in issue increases, and everybody who already held shares now owns a smaller percentage.

An annual general meeting is the yearly meeting where shareholders receive the accounts, appoint directors and auditors and ask questions. CAMA 2020 exempted small and single shareholder companies from holding one.

Annual leave is paid time off an employee earns by working. The Labour Act sets a minimum of six working days after twelve months of continuous service, and most Nigerian employers give considerably more.

An annual return is the yearly filing every registered Nigerian business makes to the Corporate Affairs Commission confirming who runs it and where it operates. Skip it long enough and the CAC can treat your company as inactive.

Anti-dilution protects an investor if the company later raises money at a lower price. It adjusts their position so they are not left holding shares bought at a price nobody would pay now.

An appeal asks a higher court to review a decision of a lower one. It is not a second trial, and the deadlines for filing are short and strictly applied.

An arbitral award is the tribunal's decision. It is final and binding, the grounds for challenging it are narrow, and it enforces across borders more easily than a court judgment.

Arbitration is settling a dispute in front of a private decision maker instead of a judge. Both sides agree to it in advance, usually in a clause buried in their contract, and the decision binds them.

The articles of association are the internal rulebook of a company. They set out how decisions get made, how shares move, and what powers directors have.

An assignment is the transfer of your rights under a contract or over property to somebody else. The person handing over is the assignor, the person receiving is the assignee.

Assigning a lease transfers the whole remaining term to somebody else. Unless the landlord releases you, you can remain liable for the rent after the new tenant stops paying.

Attestation is the act of witnessing a signature and then signing yourself to confirm you saw it happen. It is what turns a signed page into a document that stands up when somebody denies signing it.

An audit is an independent examination of a company's financial statements. CAMA 2020 exempted small companies from needing one, which most Nigerian founders do not realise.

Authorised share capital is the total value of shares your company is allowed to issue, as declared at the CAC. It drives your registration fee and your stamp duty, so the number you pick costs money.

A bad debt is money owed that will not be collected. Writing it off is an accounting step, and claiming it as a tax deduction has conditions that must be satisfied.

Bail is release from custody while a case is pending, on conditions designed to make sure you come back. In Nigeria bail at the police station is free, and any officer asking for money is acting unlawfully.

Bailment is handing goods to somebody else for a purpose, on the understanding you get them back. Leaving your car with a mechanic or goods with a warehouse creates one, whether or not anything was signed.

A bank guarantee is a bank promising to pay your counterparty if you fail to perform. It substitutes the bank's credit for yours, and the bank will want security before issuing one.

A beneficial owner is the real person behind a shareholding or an asset, as opposed to whoever appears on the register. CAMA 2020 requires Nigerian companies to disclose them.

A beneficiary is the person or organisation entitled to receive something, usually under a will, a trust, an insurance policy or a pension. They receive the benefit without necessarily managing it.

Best endeavours is an obligation to try hard, and it sits at the top of a scale that also includes reasonable endeavours. The difference between the two is real and it is frequently litigated.

A bill of lading is the document a carrier issues for goods shipped by sea. It is a receipt, evidence of the carriage contract, and a document of title, which is why whoever holds the original controls the cargo.

A bill of sale is a short document recording that ownership of goods has passed from a seller to a buyer. It is what proves the second hand car in your compound is actually yours.

The board is the body that manages the company. It acts collectively through meetings and resolutions, and a decision that was never minuted is difficult to prove was ever taken.

A board resolution is a written record of a decision taken by a company's directors. Banks, the CAC and counterparties ask for one whenever they need proof that the company, and not just one person, agreed to something.

A bond is a promise backed by something. In finance it is a debt security paying interest until it matures. In employment it is a promise to stay or repay training costs. In contracting it guarantees performance.

A bonus is a payment beyond salary. Whether you can be refused one comes down to a single word in the contract: discretionary or contractual.

A boundary dispute is a disagreement about where one property ends and the next begins. Coordinates settle them. Fences, trees and family memory do not.

A breach of contract happens when one side fails to do what the agreement says they would do. The other side can then claim damages, and in serious cases walk away from the contract entirely.

A breach of trust is when someone holding money or property for another person uses it improperly. It covers trustees, but in Nigeria the phrase is used far more widely, including for employees who mishandle company funds.

Bride price is the payment or gift from a groom's family to a bride's family in a customary marriage. In many Nigerian communities it is what makes the marriage valid under custom.

Building plan approval is the permit you need before construction starts. Building without it exposes the structure to a stop work order and, in serious cases, to demolition.

The burden of proof decides who has to prove what. In Nigerian civil cases the person asserting something must prove it, on the balance of probabilities.

A business name is a trading name registered at the CAC by a sole proprietor or a partnership. It makes the name officially yours, but it does not create a separate legal entity, so the owner stays personally liable.

A business permit authorises a Nigerian company with foreign participation to operate. Without it, a company with a foreign shareholder is not properly cleared to do business here.

A capital allowance is tax relief for money spent on business assets. Accounting depreciation is not deductible in Nigeria, and capital allowances are what replace it.

Capital gains tax is charged on the profit you make when you sell an asset for more than it cost you. It is a tax on the gain, not on the sale price, and in Nigeria it is charged at ten percent.

A caregiver looks after a child, an elderly person or somebody who cannot care for themselves. In Nigeria most are engaged with no written terms at all, which is where the trouble starts.

A casual worker is engaged day to day or for short periods without a permanent contract. Nigerian courts have held that keeping somebody casual for years is an unfair labour practice.

A cause of action is the set of facts that gives you a right to sue. Without one, a claim is struck out however genuine the grievance behind it.

A caution fee is a refundable deposit a tenant pays at the start of a tenancy, held by the landlord against damage or unpaid bills. If you leave the place in good condition, you are entitled to get it back.

A caveat is a formal warning lodged with a registry to stop a transaction going through until a dispute is resolved. The related phrase, caveat emptor, is the reason Nigerian buyers must investigate before they pay.

CERPAC is the residence and work card a foreign national needs to live and work in Nigeria. It sits on top of the employer's expatriate quota, not on its own.

A certificate of capital importation evidences foreign capital brought into Nigeria through an authorised bank. Without one, taking dividends or sale proceeds back out through official channels is very difficult.

A certificate of incorporation is the document the CAC issues the day your company is registered. It carries your RC number, and it is the proof that banks, clients and government agencies ask for when they want to know the company actually exists.

A Certificate of Occupancy, usually called a C of O, is the document a state governor issues confirming your right to occupy a piece of land for a fixed term, normally 99 years. It is the strongest ordinary title most Nigerians can hold.

Changing your name in Nigeria means swearing a declaration, publishing it in a newspaper, and then updating every institution that holds your details. The last step is the one that takes months.

Child custody is the court decision about who a child lives with and who makes decisions for them after a separation. In Nigeria the only test that matters is the welfare of the child.

A codicil is a short document that changes part of an existing will without replacing it. It must be executed with the same formality as the will itself, or it changes nothing.

Collateral is an asset a borrower pledges so the lender has something to fall back on. If the loan is not repaid, the lender can realise the asset instead of chasing an empty promise.

A collecting society licenses the use of copyright works on behalf of many rights holders and distributes the royalties. It is why a hotel or a radio station pays one licence rather than chasing every songwriter.

Commission is payment calculated as a share of a transaction rather than as a fixed fee. The argument is almost never about the percentage. It is about when it was earned.

A commissioner for oaths is the court officer who administers oaths and takes affidavits and declarations. They sit at High Court registries, the fees are modest, and they are who you see when a document must be sworn.

A company is a business registered at the CAC as its own legal person, separate from the people who own it. It signs contracts, owns property and owes debts in its own name, which is what keeps those debts away from your personal bank account.

A company secretary is the officer responsible for a company's statutory records and filings. They keep the registers, prepare the board papers, and make sure the company stays current at the CAC.

Compulsory acquisition is the state taking back a right of occupancy for a public purpose. The Land Use Act allows it, and it requires proper notice and compensation.

A condition precedent is something that must happen before an obligation kicks in. No approval, no consent, no drawdown, no completion, until the condition is satisfied.

Consideration is what each side gives up in a contract. Without something moving in both directions, you generally have a promise rather than an agreement a court will enforce.

Constructive dismissal is resigning because the employer's conduct left you no reasonable choice. In law it is treated as a dismissal by the employer, not as a resignation by you.

A consultant is someone engaged to provide expertise for a defined piece of work, usually under a contract for services rather than a contract of employment. They are not staff, and that distinction has real consequences.

Consumer protection law gives buyers rights against sellers: honest information, safe goods, and redress when something is wrong. In Nigeria it is enforced by the FCCPC.

Contempt of court is disobeying a court order or interfering with the administration of justice. It is how court orders are enforced against people who ignore them.

A contract is an agreement the law will enforce. It needs an offer, an acceptance, something of value moving both ways, and an intention to be legally bound. Writing is not always required, but it is always wise.

A contract of employment is the agreement between an employer and an employee setting out the job, the pay and the terms. Nigerian law expects it in writing within three months of starting.

Conversion is dealing with somebody else's goods as though they were yours. Selling them, keeping them, or refusing to hand them back. The remedy is usually the value of the goods.

A convertible note is a loan that turns into shares at the next funding round, usually at a discount. It lets an investor put money in now without agreeing a valuation today.

A cooperative society is a registered group of people pooling savings to lend to each other. For millions of Nigerians it is the only accessible credit, and registration is what makes it more than an arrangement.

Copyright is the automatic right you get over original work you create, such as writing, music, film, photographs and software. It protects the expression, not the underlying idea.

The Corporate Affairs Commission is the federal agency that registers and regulates companies, business names and incorporated trustees in Nigeria. If a business is legally registered here, the CAC is where that happened.

Corporate governance is how a company is directed and controlled: who decides what, who checks them, and what gets recorded. Investors look at it before they look at the numbers.

Costs are the expenses of litigation: filing fees, service, and legal fees. In Nigeria the losing party usually pays something towards the winner's costs, and it rarely covers what the case actually cost.

A counterclaim is a claim brought by a defendant against the claimant in the same proceedings. It stands on its own, and it survives even if the original claim is withdrawn.

A covenant is a promise in a deed. Because it is made by deed it binds without consideration, and in property it can bind whoever owns the land afterwards.

A credit note reduces an amount previously invoiced. It is how a supplier corrects an overcharge, records a return or applies a discount without cancelling the original invoice.

Customary law is the unwritten law of a community, applied by Nigerian courts where it is proved and where it passes the validity tests. It governs a great deal of land, marriage and inheritance.

Customs clearance is the process of getting imported goods released by Customs. Most delays are caused by documents prepared wrongly before the goods ever shipped.

Customs duty is the tax charged on goods entering Nigeria, assessed on their customs value at a rate set by the tariff. It is only one of several charges an importer pays at the port.

Cybercrime covers offences committed using computers and networks, from unauthorised access and identity theft to online fraud. In Nigeria it is governed by the Cybercrimes Act 2015, as amended.

Damages are money a court awards to compensate you for a loss somebody else caused. The aim is to put you where you would have been if the wrong had never happened, not to punish the other side.

A data processing agreement governs a service provider handling personal data on your behalf. The Nigeria Data Protection Act requires it in writing, and most businesses have never signed one.

Data protection is the law governing how you collect, store and use other people's personal information. In Nigeria it is the Nigeria Data Protection Act 2023, and it applies to far smaller businesses than most owners assume.

A debenture is a company's written acknowledgement of a debt, usually secured by a charge over its assets. It is how companies borrow at scale, and how lenders get a claim on the business rather than on a person.

A declaration is a court order stating what the legal position is, without ordering anybody to do anything. In Nigerian land cases it is the central relief sought.

A deed is a document executed with extra formality, which binds even where nothing was given in return. Nigerian land transfers, powers of attorney and gifts all have to be made this way.

A deed of assignment is the document that actually transfers land or property from a seller to a buyer in Nigeria. Without it, properly executed and registered, you have paid for land you cannot prove is yours.

Defamation is publishing something false that lowers a person's reputation in the eyes of reasonable people. Written or permanent forms are libel, spoken forms are slander, and in Nigeria a social media post counts.

A default judgment is entered when a defendant does not respond in time. It is a real judgment, enforceable immediately, and it can usually be set aside if you move quickly with a genuine defence.

A demand letter is a formal written request for payment or action, sent before you take legal steps. In Nigeria it is usually the cheapest and fastest way to get somebody to take you seriously.

Demurrage is what a shipping line charges when you keep its container beyond the free days allowed. In Nigerian ports it is the cost that quietly destroys the margin on an import.

A deposit is money paid to secure a transaction. Whether you get it back if the deal falls through depends on whether it was a true deposit or a part payment, and most people never ask.

Detinue is the claim you bring when somebody is holding your property and will not give it back. You must demand its return first, and the refusal is what creates the claim.

A development agreement is the deal between a landowner and a developer: the owner provides the land, the developer builds, and they share the result. The sharing formula is where it goes wrong.

Dilapidation is disrepair a tenant is responsible for under the lease. At the end of a commercial term a landlord can claim the cost of putting it right, and the bill surprises tenants.

A director is a person appointed to manage a company and make decisions on its behalf. The role comes with legal duties owed to the company, and with personal exposure when those duties are ignored.

Discrimination is treating somebody less favourably because of who they are. The Constitution prohibits it on stated grounds, and Nigeria has no single comprehensive employment equality statute.

Dismissal is the ending of employment because of the employee's conduct or a serious breach on their part. Unlike ordinary termination, it implies fault, and in cases of summary dismissal it can happen without notice.

A dispute resolution clause says what happens when the parties disagree: who decides, where, under what law, and what must be tried first. It is the clause nobody reads until it is the only one that matters.

A distribution agreement appoints somebody to buy your product and resell it in a territory. The distributor trades on their own account, which is what separates them from an agent.

A dividend is a share of company profit paid out to shareholders. It is declared by the company, not demanded by the shareholder, and it can only be paid out of profits.

Divorce is the legal ending of a marriage by court order. In Nigeria there is only one ground, that the marriage has broken down irretrievably, and it has to be proved by one of the facts the law lists.

A domain name is your address on the internet, held under a registration contract rather than owned outright. Registering one gives you no trademark rights, and holding a trademark does not automatically get you the domain.

Domestic violence is abuse within a household or intimate relationship. Nigerian law recognises physical, sexual, economic and emotional abuse, and protection orders are available from court.

A drag-along right lets a majority selling the company compel the minority to sell too, on the same terms. It exists because most buyers want all of a company, not most of it.

A dud cheque is one that bounces for insufficient funds. In Nigeria, issuing one in payment for goods or services is a criminal offence, not merely a civil failure to pay.

A due date is when payment or performance falls due. It matters more than most contract terms, because it starts the clock for interest, for default and for the limitation period.

Due diligence is the investigation you carry out before committing to a deal. You are checking that what you are buying, funding or partnering with is actually what it was described to be.

An easement is a right to use somebody else's land for a limited purpose, most often a right of way. It attaches to the land rather than to the person, so it passes to the next owner.

An electronic signature is a signature applied electronically. Nigerian law recognises it for most documents, and there are specific categories where wet ink and witnessing are still expected.

An employee works under a contract of service, meaning the employer controls how the work is done. The label on the contract does not decide it, and getting the classification wrong is expensive for the employer.

An employee handbook sets out the rules of the workplace: conduct, leave, discipline, grievances and benefits. For a Nigerian employer it is the document that proves a fair process was followed.

An employee share scheme gives staff a stake in the company, usually through options that vest over time. Designing it badly is worse than not having one.

An employment bond requires an employee to serve a minimum period or repay training costs if they leave early. It is enforceable only if the amount reflects real cost.

An encumbrance is a claim or restriction somebody else has over property you are buying, such as a mortgage, a lien or a court order. It travels with the property, not with the person who created it.

A judgment from another country does not enforce itself in Nigeria. It has to be registered or sued upon here first, and the routes are narrower than most litigants expect.

An entire agreement clause says the written contract is the whole deal, and that nothing said during negotiations forms part of it. It is short, it is standard, and it quietly kills a lot of claims.

An environmental impact assessment is a study of a project's effects on the environment, required before certain developments can proceed. Starting without one exposes the project to being stopped.

An equitable mortgage is security over land created without a full legal transfer, often by depositing title documents with the lender. It is quicker to create and weaker to enforce.

Escrow is money or documents held by a neutral third party until both sides have done what they promised. It protects a buyer who does not want to pay first and a seller who does not want to deliver first.

An estate is everything a person owned when they died, less what they owed. It has to be gathered, the debts paid, and only what remains is distributed to the people entitled.

An estate agent introduces buyers and sellers or landlords and tenants for a commission. General estate agency in Nigeria is largely unregulated, which is the whole problem.

Estoppel stops a person going back on something they said or did, where somebody else reasonably relied on it. It is a shield against unfairness rather than a cause of action of its own.

An eviction notice is a written notice from a landlord starting the process of recovering a property. It does not remove anybody by itself, because in Nigeria only a court can order an eviction.

Excise duty is a tax on specified goods, charged on manufacture rather than on sale. It is built into the price of things like alcohol, tobacco and sweetened drinks.

Excision is the process by which a state government releases part of land it had acquired back to the original community. Land that has been excised can be legally sold, land that has not can be taken back by government.

Exclusivity gives one party sole rights: to distribute in a territory, to supply a customer, or to negotiate a deal without the other side talking to anybody else. It is valuable, and it should be earned.

An executor is the person named in a will to carry it out. They gather in the estate, pay the debts, and distribute what remains to the beneficiaries.

An ex parte application is made without notice to the other side. Courts allow it only where urgency justifies it, and the applicant owes a duty to disclose everything, including what helps their opponent.

An expatriate quota is permission from the Federal Ministry of Interior for a Nigerian company to employ a set number of foreign nationals in named positions. Without it, a foreigner cannot lawfully be employed here.

An expert witness gives opinion evidence in a field the court is not expected to know. Ordinary witnesses testify to facts; experts are the exception that may offer an opinion.

Factoring is selling your unpaid invoices to a financier for cash today, at a discount. It converts a receivable you are waiting on into money you can use now.

Fair dealing is the set of exceptions that let you use somebody else's copyright work without permission, for purposes like research, criticism and news reporting. It is narrower than most people assume.

Family land is land owned communally by a family under customary law, not by any individual member. Buying it without the right signatures is the most common way Nigerians lose money on land.

A fiduciary duty is the obligation to act in somebody else's interest rather than your own. Directors, trustees, agents and partners owe it, and breaching it is treated far more seriously than an ordinary broken promise.

A fixed deposit locks money with a bank for an agreed period at an agreed rate. You cannot touch it without a penalty, and that inflexibility is what buys the higher rate.

Fixtures are attached to the property and pass with it. Fittings are moveable and do not. The distinction decides what the seller can take and what the tenant can remove.

Force majeure is a contract clause that excuses a party from performing when something outside their control makes it impossible. It only helps you if it is actually written into the contract.

A foreign company wanting to do business in Nigeria generally cannot open a branch. It must incorporate a Nigerian company, and that requirement catches most first time entrants by surprise.

Foreign exchange is converting naira into other currencies and back. In Nigeria it is a regulated activity with documentation requirements, and the rules have changed repeatedly.

Forfeiture is a landlord ending a lease early because the tenant breached it. The right has to be reserved in the lease, and a tenant can apply for relief against it.

A franchise is a licence to run a business using somebody else's brand, systems and know how, in exchange for fees. The franchisor keeps the brand, the franchisee runs the outlet.

A freelancer is a self employed person who takes on work for multiple clients, usually project by project. They are not staff, so they carry their own tax, their own tools and their own risk.

A free trade zone is an area treated as outside Nigerian customs territory, where approved enterprises trade duty free and tax free. Selling into Nigeria is the catch.

A freight forwarder arranges the movement of goods. Whether they are acting as your agent or as the carrier themselves changes who is liable when the cargo is lost.

Fundamental rights are the protections guaranteed by Chapter IV of the Nigerian Constitution, including life, dignity, personal liberty and fair hearing. They are enforced by a special court procedure designed to be fast.

Garden leave keeps a departing employee on the payroll during notice while removing their access to clients, systems and information. It protects the business without relying on a restraint clause.

A garnishee is a third party, usually a bank, ordered by a court to pay a judgment debtor's money to the judgment creditor instead. It is the most effective way to enforce a money judgment in Nigeria.

A gazette is the official government publication recording formal acts, and in Nigerian land dealings it is the document proving that land was excised and released to a community.

A geographical indication is a sign identifying goods as coming from a place, where the quality or reputation is due to that origin. Nigeria has no dedicated regime, so protection runs through trademarks.

A gift is a transfer with nothing given in return. Because there is no consideration, land gifts must be made by deed, and the same consent and registration steps apply as on a sale.

Good faith means dealing honestly and not undermining the purpose of the bargain. Nigerian law does not imply a general duty of it into every commercial contract, so where you want it, write it in.

Goodwill is the value of a business beyond its physical assets: the reputation, the customer relationships and the name that make people keep coming back. It is real, it is saleable, and it is fragile.

Governor's consent is the state governor's approval of a transfer of land held under a statutory title. Under Section 22 of the Land Use Act, a transfer made without it risks being void.

A grant is money given for a stated purpose and not repayable, subject to conditions. Nigerian NGOs and social enterprises live on them, and the grant agreement decides how much freedom you actually have.

Gratuity is a lump sum paid to an employee on leaving after long service. In Nigeria it is contractual rather than automatic, so whether you get it depends on what your contract or handbook says.

A grievance is a formal complaint an employee raises about their treatment at work. A written procedure for handling one is what stops a problem becoming a claim.

Gross misconduct is behaviour serious enough to justify dismissing an employee immediately, without notice. Theft, fraud and violence are the clear cases, and the process still has to be fair.

Ground rent is the annual sum a holder pays the state for a right of occupancy. It is small, it is easy to forget, and persistent non payment is a ground for revocation.

A guarantor promises to pay somebody else's debt or perform their obligation if they fail to. Signing as one makes you liable for a debt you did not benefit from.

Guardianship is legal responsibility for a child who is not your own, or for an adult who cannot manage their own affairs. For parents, the point of it is naming in advance who takes care of your children if you are not there.

Habeas corpus requires whoever is holding a person to bring them before the court and justify the detention. It is the remedy for somebody detained without lawful authority.

Harassment is unwanted conduct that violates a person's dignity or creates a hostile environment. Nigeria has no single workplace harassment statute, so the protection comes from several sources at once.

Health and safety is the employer's duty to provide a workplace that does not injure the people in it. In Nigeria it runs through the Factories Act, the Employee Compensation Act and the ordinary duty of care.

Hire purchase is buying something by instalments while the seller keeps ownership until the final payment. You are hiring the item until the last instalment clears, then it becomes yours.

A holding company owns shares in other companies rather than trading itself. It is used to separate businesses, ring fence risk, and hold assets away from operating activity.

Holding over is a tenant staying on after the tenancy has ended. They are no longer a tenant paying rent, they are an occupier who may owe mesne profits until they leave.

Hours of work are the hours an employee is required to work. The Labour Act fixes them by agreement rather than by a national maximum, and it does guarantee rest.

Incorporated trustees is the legal structure Nigerian NGOs, churches, foundations and associations register under at the CAC. It gives the organisation its own legal identity, separate from the people who founded it.

Incoterms are three letter trade rules that decide who arranges transport, who pays, and where risk passes from seller to buyer. They do not decide who owns the goods.

Increasing share capital raises the amount of shares a company has issued. It needs a resolution and a CAC filing, and the fee is assessed on the increase.

An indemnity is a promise to cover somebody else's loss if a defined thing goes wrong. It is a primary obligation, which makes it stronger than a guarantee and heavier to give.

An independent contractor is engaged to deliver work under a contract for services rather than employed under a contract of service. They control how the work is done and carry their own tax and risk.

An industrial design protects how a product looks rather than how it works. The shape of a bottle, the pattern on a fabric, the styling of a chair.

Influencer marketing is paying somebody with an audience to promote your product. The contract decides who owns the content, how long the brand can use it, and who carries the risk if a claim goes wrong.

Infringement is using somebody's intellectual property without permission. What you have to prove, and what you can recover, depends on which right was infringed.

Inheritance is what passes to your family when you die. In Nigeria it is decided by your will if you left one, and by statute, customary law or Islamic law if you did not.

An injunction is a court order requiring somebody to do something or, more often, to stop doing something. It is the remedy you seek when damages after the fact would come too late.

Insolvency is being unable to pay your debts as they fall due, or owing more than you own. For a company it opens the door to rescue procedures or to winding up, and it changes what the directors must do.

Insurance is paying a premium so somebody else carries a risk you cannot afford to carry yourself. It is a contract of utmost good faith, which means what you did not disclose matters as much as what you did.

Intellectual property is the legal ownership of things you create rather than things you can touch, including trademarks, copyright, patents and designs. In Nigeria each type has its own registry and its own rules.

Interest is the price of money over time. Whether you can charge it on a debt, and at what rate, depends almost entirely on what the contract says.

Interlocutory means during the case rather than at the end of it. Interlocutory applications decide how a case proceeds, and in Nigeria they consume a large share of the time.

An internship is a period of work undertaken mainly to learn. Nigeria has no specific statute for it, so whether an intern is legally an employee depends on what they actually do.

Dying intestate means dying without a valid will. The estate is then distributed under intestacy rules or customary law, and the outcome is often nothing like what the deceased would have chosen.

An invoice is a document requesting payment for goods or services already delivered. It records what was supplied, what is owed, and when payment falls due.

An irrevocable power of attorney authorises somebody to act and states it cannot be revoked. It is not a transfer of ownership, and Nigerian buyers who accept one instead of a deed are exposed.

A job description sets out what a role involves. It looks like a recruitment document, and it does real work later in performance management, redundancy selection and disputes.

Joint and several liability means each person is liable for the whole amount, not just their share. A creditor can recover everything from whichever of them has money.

Joint tenancy is co-ownership with a right of survivorship: when one owner dies, the whole passes automatically to the others, outside the will and outside the estate.

A joint venture is two or more parties combining resources for a specific project or business, while remaining separate organisations. It can be a contract between them or a jointly owned company.

A judgment is the court's decision in a case. Winning one is not the same as being paid, because enforcement is a separate process that begins after the judgment is delivered.

Judicial review is the court examining whether a public body acted lawfully. It looks at how a decision was made rather than at whether it was the right decision.

Jurisdiction is a court's legal authority to hear a particular case. A court without it cannot decide the matter, no matter how strong your case is.

Key person insurance pays the business, not the family, if somebody the business depends on dies or is disabled. It buys time to survive a loss that would otherwise sink it.

Know-how is practical knowledge that makes something work: the method, the settings, the accumulated experience. It cannot be registered, so it is protected by keeping it confidential and by contract.

Know Your Customer, or KYC, is the set of checks a financial institution must run to confirm who you are before it does business with you. It is why a bank asks for a BVN, a utility bill and a photograph.

A landlord is the person who grants somebody else the right to occupy their property in exchange for rent. The role carries rights to rent and possession, and duties that Nigerian law enforces.

The Land Use Act 1978 vested all land in each Nigerian state in the Governor, held in trust for the people. It is the reason Nigerians hold rights of occupancy rather than owning land outright.

Land use charge is the annual property tax Lagos levies on landed property, consolidating what used to be several separate charges. It is payable by the owner, not the tenant.

A lease is a grant of exclusive possession of property for a fixed term, in exchange for rent. It creates an interest in the land itself, which is what separates it from a mere permission to occupy.

A letter of comfort is a parent company telling a lender it is aware of and supports its subsidiary's borrowing. It is usually intended not to be legally binding, and the wording decides whether it is.

A letter of credit is a bank's promise to pay a seller once the right documents are presented. It lets two businesses in different countries trade without trusting each other.

A letter of intent sets out the terms on which somebody proposes to do a deal, before the full contract is drafted. Most of it is not binding, and the parts that are should say so.

Letters of administration are the court grant that allows somebody to deal with the estate of a person who died without a valid will. It is the intestacy equivalent of probate.

Liability is legal responsibility for something: a debt, a loss, an injury or a breach. Most commercial arguments are ultimately about who carries it and how much of it they carry.

A licence is permission to be on somebody else's property without any interest in it. It is revocable, it gives no exclusive possession, and calling something a licence does not make it one.

Licensing is permission to use something you own without giving it away. The owner keeps the asset, the licensee gets defined rights for a defined period, and money usually flows as a royalty or a fee.

A lien is a right to keep or claim against somebody's property until a debt connected to it is paid. A mechanic holding your car until the repair bill is settled is exercising one.

A limitation of liability clause caps what a party can be made to pay and excludes defined categories of loss. Between businesses it is enforceable, and it is the clause that decides the real risk in a contract.

A limitation period is the deadline for bringing a claim to court. Once it passes, the claim is statute barred, and it will be struck out however strong it was on the facts.

A limited liability company is a business registered at the CAC as a separate legal person. It owns its own assets, owes its own debts, and shields its shareholders from personal liability.

Liquidated damages are a sum the parties fix in the contract as compensation for a specific breach, such as a daily rate for late delivery. Courts enforce them where the figure is a genuine estimate of loss.

A liquidation preference decides who gets paid first when a company is sold. Investors take their money back before ordinary shareholders see anything, and in a modest exit that can be everything.

A loan agreement is the contract between a lender and a borrower setting out how much is lent, what it costs, when it comes back and what happens if it does not. It is the document most Nigerian lending goes wrong without.

Local content rules require Nigerian companies, people and goods to be given first consideration in certain industries. In oil and gas it is a statutory requirement with a board enforcing it.

Locus standi is the right to bring a case at all. A court will not hear a claim from somebody with no sufficient interest in the matter, however serious the complaint.

The magistrate court is where most Nigerian cases actually happen. Its jurisdiction is capped by a monetary limit set by each state, and filing above that limit gets the case struck out.

Maintenance is financial support for a child or a spouse. Both parents owe it to their children regardless of whether they were married, and it is the child's entitlement rather than the other parent's.

A managing director is the director the board appoints to run the company day to day. The role carries directors' duties as well as employment obligations, and the two are separate.

Marriage in Nigeria comes in three forms: statutory, customary and Islamic. They are governed by different laws, dissolved by different courts, and they produce different rights over property and inheritance.

A material breach is serious enough to justify ending the contract. A minor one is not, and terminating for a breach that was not material turns you into the party in breach.

Maternity leave is time off around childbirth. The Labour Act provides for twelve weeks, six before and six after delivery, with at least half pay for women with six months of continuous service.

Mediation is a negotiation run by a neutral third party who helps both sides reach their own settlement. The mediator does not decide anything, which is what separates it from arbitration.

The memorandum of association is the founding document of a company, stating its name, its objects and its share capital. Together with the articles it forms what Nigerians call MEMART.

A memorandum of understanding records what two parties have agreed in principle before the real contract is drafted. Most of it is not meant to bind anybody, and the parts that are should be written to make that clear.

A merger is two businesses combining into one. In Nigeria it needs approval from the competition regulator once it passes defined thresholds, and closing without that approval is a serious problem.

A microfinance bank is a CBN licensed bank serving small borrowers and savers that commercial banks do not reach. Deposits are covered by deposit insurance, and the interest rates are high.

The national minimum wage is the lowest monthly pay an employer may lawfully offer. It is fixed by the National Minimum Wage Act, applies to employers above a size threshold, and is reviewed periodically.

A minority shareholder holds too few shares to control anything. CAMA gives them remedies, and a shareholders agreement gives them protection, which is a different and better thing.

Misrepresentation is a false statement of fact that persuades somebody to enter a contract. Depending on how it was made, the wronged party may rescind the contract, claim damages, or both.

Money laundering is disguising the origin of criminal proceeds. Nigerian law places obligations not only on banks but on estate agents, car dealers, jewellers, NGOs and consultants.

A moneylender is somebody whose business is lending money. State moneylenders laws require a licence, and lending as a business without one can make the loan difficult to enforce.

Moral rights are an author's personal rights in their work: to be credited as its creator, and to object to it being treated in a way that damages their reputation. They stay with the author even after the copyright is sold.

A mortgage is a loan secured on property. The borrower keeps possession, the lender holds an interest in the property, and if the loan is not repaid the lender can enforce against it.

NAFDAC registration is the approval required before food, drugs, cosmetics, medical devices and packaged water can be manufactured, imported, advertised or sold in Nigeria.

Negligence is carelessness that the law will make you pay for. Somebody owed a duty of care, fell below the standard expected, and caused loss or injury as a result.

Next of kin is the person you name on a form as your closest relative and first point of contact. In Nigeria it is widely believed to decide who inherits your property. It does not.

A Nigerian company with any foreign shareholding must register with the Nigerian Investment Promotion Commission before it starts business. Incorporation alone is not enough.

A nominee shareholder holds shares in their own name on behalf of somebody else. It is lawful, it is common in Nigeria, and it is only as safe as the written agreement behind it.

A non-compete is a clause restricting somebody from working for a competitor or starting a rival business for a period after they leave. Nigerian courts enforce them only where they are reasonable.

An NDA is a contract in which one or both sides promise to keep information confidential. It is what you sign before showing somebody your idea, your figures or your customer list.

A notary public is a legal practitioner authorised to witness signatures, administer oaths and certify documents, particularly for use abroad. Their seal is what makes a Nigerian document acceptable overseas.

This is the second notice a Nigerian landlord serves, after the quit notice expires and before going to court. Skipping it is the most common reason recovery of premises cases are struck out.

A notice period is how much warning either side must give before ending an employment. The Labour Act sets minimums based on length of service, and the contract can give more but not less.

A notices clause says how formal communications under a contract must be given and when they take effect. It is the most ignored clause in any agreement and it decides whether a termination worked.

Novation replaces one party in a contract with another, transferring both the rights and the obligations. Unlike an assignment, it needs everybody involved to agree.

Nuisance is unreasonable interference with somebody's use and enjoyment of their land. Generator noise, fumes, smoke and water running onto a neighbour's property are the everyday Nigerian versions.

The object clause states what business a company is registered to carry on. Get it too narrow at registration and you pay to amend it the first time the business grows.

Occupiers liability is the duty of whoever controls premises to keep visitors reasonably safe. Malls, hotels, event venues and construction sites all carry it.

Offer and acceptance is how a contract comes into existence. One side proposes definite terms, the other agrees to them without changes, and at that moment an agreement exists.

An offer letter is the document offering somebody a job, stating the role, the pay and the start date. Once accepted it can be a binding contract, which is why what it leaves out matters.

Omonile is the Yoruba term for the indigenous landowning families whose consent is needed to buy family land in south western Nigeria. Dealing with the wrong ones is how buyers lose everything.

An option to purchase is a right to buy something at an agreed price within a period, without any obligation to do so. The holder decides, and the grantor is bound to sell if they exercise it.

Outsourcing is paying another business to perform a function instead of doing it in house. In Nigeria it is used heavily for staffing, and the National Industrial Court looks at who really employs the worker.

An overdraft lets you draw your account below zero up to an agreed limit. It is flexible, it is expensive, and the bank can call it in at any time.

Overtime is work beyond an employee's normal hours. Nigerian law does not fix a national overtime rate, so what you are paid for it depends almost entirely on your contract.

Ownership is the greatest interest a person can hold in property. For Nigerian land it is qualified, because the Land Use Act vests land in the state and what you actually hold is a right of occupancy.

Partition divides land held in common into separate individual holdings. It is how family land stops being family land and becomes plots people actually own.

A partnership is two or more people carrying on business together with a view to profit. Unless it is a limited liability partnership, the partners are personally liable for the debts, including debts a partner created alone.

A partnership deed is the written agreement between partners setting out shares, roles, decisions and exit. Without one, Nigerian partners fall back on default rules that suit almost nobody.

Passing off is the claim you bring when somebody trades on your reputation using a name or look you never registered. It works, and it is harder than enforcing a registered trademark.

A patent gives the inventor of a new product or process the exclusive right to use it for twenty years. In Nigeria it is granted by the Patents and Designs Registry, and the first person to file wins.

Paternity leave is time off for a father after the birth of a child. Nigeria has no general private sector entitlement, and several public employers have introduced one.

PAYE, Pay As You Earn, is the system by which your employer deducts income tax from your salary each month and remits it to your state revenue service. The obligation to remit is the employer's, not yours.

A penalty clause imposes a payment on breach that is out of proportion to the actual loss. Nigerian courts do not enforce them, which is why the same clause has to be drafted as liquidated damages.

Pension in Nigeria is the contributory scheme under the Pension Reform Act, where employer and employee both pay monthly into the employee's retirement savings account.

Perfection of title is what you do after buying Nigerian land: obtain the Governor's consent, stamp the deed and register it. Skip it and you hold a receipt rather than a title.

A personal guarantee is a promise to pay somebody else's debt if they do not. It is what Nigerian banks ask directors for, and it puts personal assets behind a company obligation.

Pioneer status is a Nigerian tax holiday for companies in designated industries. It suspends company income tax for an initial three years, extendable, and it has to be applied for.

A plea bargain is an agreement where a defendant pleads guilty in exchange for a concession from the prosecution. Nigerian law provides for it, and it requires the court's approval.

Pleadings are the written statements setting out each side's case. They define what the trial is about, and a party is generally not allowed to prove something they never pleaded.

Possession is actual control of property. Nigerian law protects it separately from ownership, which is why the person on the land can sue a trespasser without first proving title.

A power of attorney is a document giving somebody legal authority to act for you, on property, money or personal matters. It is used constantly by Nigerians abroad who need someone at home to sign on their behalf.

A power of sale lets a mortgagee sell the property when the borrower defaults, without going to court in some circumstances. It comes with duties, and a sale at an undervalue is challengeable.

A pre-incorporation contract is one made before the company exists. CAMA lets the company ratify it after registration, which is a significant improvement on the old position.

A prenuptial agreement is a contract made before marriage setting out how assets would be dealt with if the marriage ends. In Nigeria it is not automatically binding, but courts can take it into account.

A privacy policy is the notice telling people what personal data you collect, why, and what they can do about it. Under the Nigeria Data Protection Act it is not optional if you collect data at all.

Privity means only the parties to a contract can enforce it. Somebody who benefits from an agreement they did not sign generally cannot sue on it.

Probate is the court order confirming that a will is valid and that the executors named in it may deal with the estate. Until it is granted, nobody can lawfully move the deceased's bank accounts or property.

A probation period is an agreed stretch at the start of employment during which either side can end the relationship more easily. In Nigeria it is contractual, and it does not suspend an employee's rights.

Product liability is responsibility for harm caused by a defective product. In Nigeria it can reach the manufacturer, the importer, the distributor and the retailer.

A promissory note is a written, signed promise to pay a fixed sum of money, either on demand or on a set date. It is short, it is enforceable, and it is far better than a verbal promise and a handshake.

A promoter is somebody who takes the steps to bring a company into existence. They owe duties to the company before it exists, and they cannot quietly profit from that position.

Property management is running a property on the owner's behalf: collecting rent, maintaining it and dealing with tenants. The money handling is where it goes wrong.

A purchase order is a document a buyer issues to a supplier confirming what they are ordering, at what price and on what terms. Once accepted, it usually forms a binding contract.

Quantum meruit means as much as they have earned. It is a claim for the reasonable value of work done where no price was agreed, or where the contract fell away before payment.

Quiet enjoyment is the tenant's right to use the property without the landlord interfering. Cutting power, entering without notice or harassing a tenant breaches it, whatever the rent situation.

A quit notice is the written notice a landlord serves to end a tenancy. How much notice you must give depends on the tenancy type, unless the tenancy agreement fixes a different period.

A quorum is the minimum number of people who must be present for a meeting to make valid decisions. Without it, whatever the meeting decides can be challenged and set aside.

A quotation is an offer to supply goods or services at a stated price, usually open for a stated period. Accept it and you generally have a contract, which is why the validity period matters.

Receivership is what happens when a secured creditor enforces. A receiver is appointed to take charge of the charged assets and realise them, primarily for the creditor who appointed them.

Redundancy is when a role stops being needed, so the employment ends for business reasons rather than anything the employee did. It is defined in the Labour Act and it carries its own process.

A reference is what a former employer says about you to a new one. There is no general duty to give one, and an employer who does must take reasonable care that it is accurate and fair.

A refund policy tells customers when they can get their money back and how. In Nigeria it cannot take away the consumer rights the Federal Competition and Consumer Protection Act gives.

A registered office is the official address of a company, where legal documents can be served. It must be a real address in Nigeria, and it must be kept current at the CAC.

Remote work is employment performed away from the employer's premises. Nigeria has no dedicated statute for it, so almost everything depends on what the contract says.

Rent is what a tenant pays for the right to occupy a property. In Nigeria it is normally paid in advance, and how far in advance a landlord may demand is limited by law in some states.

A rent review is the mechanism for changing rent during a lease. On a long commercial lease it moves more money than the rent you negotiated at the start.

Repossession is a creditor taking back goods when payments stop. In Nigeria it must follow the contract and the law, and seizing a vehicle from the roadside is not how it is done.

A representative action lets one or a few people sue on behalf of many others with the same interest. It is how Nigerian communities and groups of claimants bring a single case.

Reserved matters are decisions that cannot be taken without the consent of specified shareholders, regardless of who holds a majority. They are how a minority investor keeps a veto.

Resignation is an employee voluntarily ending their employment. It usually requires the notice set out in the contract, and a resignation given properly is far cleaner than one given in frustration.

A restraint of trade clause limits what somebody may do after a relationship ends, usually by stopping a former employee competing or poaching. It is void unless it is reasonable, and reasonable means narrow.

A restrictive covenant is a promise limiting what can be done on land. Properly created, it binds not just the person who agreed it but whoever owns the land afterwards.

A retainer is an ongoing arrangement engaging a professional, usually for a monthly fee covering defined work. The disputes are never about the fee. They are about what the fee covered.

Retirement is leaving employment on reaching the age or length of service the rules set. What you receive depends on your pension savings, your contract and whether a gratuity was ever promised.

A right of occupancy is the interest Nigerians actually hold in land, granted under the Land Use Act. It is a right to occupy for a term, not outright ownership of the land itself.

A royalty is a payment for using something somebody else owns, usually calculated as a share of the revenue it generates. Musicians, authors, franchisors and patent holders all earn this way.

A sale of goods is a contract to transfer ownership of moveable property for a price. Nigerian law implies terms about title, description and quality that a seller cannot always contract out of.

SCUML registration is required for designated non financial businesses under Nigerian anti money laundering law. Banks ask for the certificate, which is how most businesses discover they need one.

A secondment is lending an employee to another organisation for a period while they remain employed by you. The agreement has to say who directs them, who pays, and who is liable.

Service charge is what tenants or residents pay towards the running of shared parts of a property, such as security, generator diesel, cleaning and water. It is not rent, and it should be accounted for.

A service level agreement states what standard a service will be delivered to and what happens when it is not. Without measurable levels it is a description, not an agreement.

Service of process is how court documents are delivered to a defendant. Get it wrong and the case is struck out; get it right against somebody who never read them and judgment follows.

Set-off is deducting what somebody owes you from what you owe them. It is a genuine right in defined circumstances, and contracts frequently exclude it.

A settlement agreement records the terms on which a dispute ends, including what is paid and what claims are given up. It is the cheapest way to end most disputes and the most commonly rushed.

A severability clause says that if one part of the contract turns out to be invalid, the rest still stands. Without it, one bad clause can put the whole agreement at risk.

Severance pay is money paid to an employee whose job ends through no fault of their own, usually on redundancy. In Nigeria it is contractual rather than a universal statutory right.

Share capital is the value of shares a company has issued or is permitted to issue. It is not cash in the bank, and the figure you declare at the CAC drives your registration cost.

A share certificate is the document a company issues showing that somebody holds shares in it. It is evidence of ownership, but the register of members is the actual record.

A shareholder is a person or entity that owns shares in a company. Ownership brings rights to vote and to share in profits, but not the right to run the business day to day.

A shareholders agreement is the private contract between the owners of a company covering how it is run, how shares move and what happens when they disagree. The articles do not do that job.

A share transfer is the sale or gift of shares from an existing shareholder to somebody else. It is not complete when the money is paid. It is complete when the company enters the new owner in its register of members.

A shipping policy tells customers where you deliver, how long it takes, what it costs and what happens when something goes wrong in transit. For a Nigerian online seller it prevents most complaints.

A short-let is a furnished property rented by the night or the week. It usually creates a licence rather than a tenancy, and it raises questions about estate rules, use and tax that most operators never consider.

Sick leave is paid absence for illness. The Labour Act gives workers within its scope a modest statutory entitlement, and anything beyond that comes from the contract.

A small claims court recovers modest debts quickly and cheaply, without needing a lawyer. Lagos runs one and several other states have followed, and most Nigerians have never heard of it.

Small company is a defined status under CAMA 2020, and qualifying for it removes several obligations: no audit, no annual general meeting and no company secretary required.

A sole proprietorship is a business owned and run by one person, with no legal separation between the owner and the business. The owner takes all the profit and carries all the liability.

Specific performance is a court order compelling somebody to actually do what they promised, instead of paying damages for not doing it. Courts grant it sparingly, and mainly where money would not be an adequate remedy.

A squatter is someone occupying property without the owner's permission and without any legal right to be there. Removing one still requires a court process rather than force.

Stamp duty is a tax on certain documents and transactions. In Nigeria it applies to instruments such as deeds, leases and share capital, and an unstamped document can be inadmissible in court.

A statutory declaration is a written statement of fact you formally declare to be true before a commissioner for oaths. Nigerians use it constantly, for change of name, declaration of age and lost documents.

Statutory registers are the records CAMA requires a company to keep: members, directors, charges and significant control. They are the first thing anybody buying or investing asks to see.

Striking off is the CAC removing a company from the register, usually for failing to file or for not carrying on business. The company is dissolved, and its assets can pass to the state.

Subletting is a tenant renting out all or part of the property to somebody else while remaining the landlord's tenant. Most Nigerian tenancy agreements require the landlord's consent first.

A subpoena is a court order requiring somebody to attend and give evidence, or to produce documents. Ignoring one is not an option, and it applies to people who are not parties to the case.

Subrogation lets an insurer that has paid a claim step into your shoes and sue whoever caused the loss. Settle privately with them first and you can lose your cover.

A subsidiary is a company controlled by another company. It is a separate legal person with its own accounts and its own liabilities, which is the entire point of setting one up.

A surety is somebody who stands for a defendant released on bail, undertaking to produce them in court. Standing surety is a real obligation, not a formality.

A survey plan is the drawing that fixes exactly where a piece of land is, produced by a licensed surveyor and lodged with the state. Without one, nobody can say with certainty which land your deed is talking about.

Suspension removes an employee from duty while something is investigated. It is a holding step, not a punishment, and it should normally be on full pay.

A tag-along right lets a minority join a sale by the majority on the same terms. Without it, the majority can sell and leave the minority holding shares in a company owned by a stranger.

A tax audit is the revenue authority examining your records to check what you declared. It is routine, it is not an accusation, and how you respond determines how long it takes.

A tax clearance certificate is a document from the tax authority confirming that your taxes for the last three years were settled. Nigerian businesses need it constantly, because contracts, tenders and licences are routinely refused without one.

A Taxpayer Identification Number, or TIN, is your unique number in the Nigerian tax system. Nothing formal happens without it: no corporate bank account, no tender, no import documentation.

A tenancy agreement is the contract between a landlord and a tenant setting out the rent, the term, and what each side must do. It is what decides most disputes, including how much notice you get.

A tenancy at will is occupation with the owner's consent, with no fixed term, ending whenever either party chooses. It is what exists while a lease is being negotiated.

A tenant is a person who occupies property belonging to somebody else in exchange for rent. Nigerian law gives tenants real protections, including proper notice and the right to a refund of the caution fee.

Tenement rate is a property tax levied by local governments on occupied buildings. In Lagos it was folded into land use charge, and elsewhere it is still collected on its own.

Terminal benefits are everything payable when employment ends: outstanding salary, accrued leave, payment in lieu of notice, and any gratuity or redundancy the contract provides.

Termination is the ending of a contract on its terms. In employment it means the relationship ends, normally with notice or payment in lieu, and it does not imply that anybody did anything wrong.

Termination for convenience is a right to end a contract without anybody being in breach, simply on notice. Where a contract has one, it is usually the safest way out.

Terms and conditions are the contract between a business and its customers, published rather than negotiated. They decide what you promise, what you do not, and what happens when something goes wrong.

A term sheet summarises the main terms of a proposed investment before the full documents are drafted. Most of it is not binding, and the parts that are should be identified clearly.

Tertiary education tax is a levy on the assessable profits of Nigerian companies, collected by the FIRS and applied to funding higher education. The rate has been increased more than once.

A title search is the check you run at the lands registry before buying land, to find out who actually owns it and what is registered against it. It is the cheapest part of any Nigerian property purchase.

A tort is a civil wrong that does not depend on any contract. Negligence, trespass, defamation and nuisance are torts, and the usual remedy is damages for the harm caused.

Trade credit is a supplier allowing a customer to pay after delivery. It is the most common form of business finance in Nigeria and the least documented.

A trademark is a sign that identifies your goods or services and distinguishes them from everybody else's, such as a name or a logo. Registering it in Nigeria is what makes it enforceable.

A trade secret is commercially valuable information that gives you an advantage because nobody else has it. There is nothing to register. Protection comes entirely from keeping it secret and from the contracts you sign.

A trade union is an organisation of workers formed to negotiate terms with employers. Nigerian workers have a constitutional right to join one, and a registered union can bargain collectively.

Transfer pricing is the price at which connected companies trade with each other. Tax rules require those prices to be what unconnected parties would have agreed, and Nigeria enforces it.

A treasury bill is short term government borrowing. You buy it below face value and are repaid the full face value at maturity, and the difference is your return.

Trespass is entering or remaining on land in somebody else's possession without permission. It is actionable without proving any damage, and in Nigeria it is one of the most litigated claims there is.

A trustee holds and manages property for the benefit of somebody else. They control the asset but never own it for themselves, and the law holds them to a high standard.

Ultra vires means beyond the powers. It describes a company acting outside its objects, or a public body acting outside the authority a statute gave it.

An undertaking is a formal promise, usually given to a court or to another party through a lawyer. It is taken far more seriously than an ordinary promise, and breaking one has consequences.

Undue influence is where one person uses their position over another to pressure them into a transaction. It makes the resulting contract or gift voidable at the instance of the person pressured.

Unfair contract terms are provisions in a consumer agreement that are unreasonable or one sided. Nigerian consumer protection law allows them to be challenged even though the consumer signed.

Unfair dismissal is a sacking that the National Industrial Court considers unjust, even where the employer followed the contract. Nigerian employment law shifted on this, and many employers have not caught up.

An unincorporated association is a group of people organised around a shared purpose with no legal personality of its own. The club exists socially and, legally, only its members do.

Unlimited liability means the owner of a business is personally responsible for its debts. Sole proprietors and ordinary partners have it, and it is the main reason serious businesses incorporate.

A valuation is a professional opinion of what something is worth. It is needed for probate, lending, tax, disputes and investment, and the method used changes the number considerably.

VAT is a consumption tax added to the price of most goods and services. Businesses collect it from customers and remit it to the FIRS, so it passes through the business rather than costing it.

A variation is an agreed change to a contract already in force. Nigerian projects go wrong over exactly this: work changes, nobody documents it, and the argument arrives with the final invoice.

Vesting is equity earned over time rather than given all at once. It is how startups make sure a founder or employee who leaves in year one does not keep a share meant to reward years of work.

Vicarious liability makes an employer answerable for wrongs their employee commits at work, even where the employer did nothing wrong. It is why the classification of workers matters commercially.

A void contract never had legal effect at all. A voidable contract is valid until the party entitled to escape it chooses to set it aside. The difference decides what you can still recover.

A waiver is giving up a right you were entitled to enforce. It can happen deliberately in writing, or accidentally through conduct, which is why contracts contain clauses saying it does not.

A warning letter records misconduct or poor performance in writing and tells the employee what must change. It is the document that makes a later dismissal defensible.

A warranty is a promise in a contract that something is true. If it turns out not to be, the other side can claim damages, though usually not walk away from the deal.

Whistleblowing is reporting wrongdoing inside an organisation. Nigeria has a financial reward policy for reports leading to recovery, and no comprehensive statutory protection for the person who reports.

A will is a legal document setting out who gets your property when you die and who should administer it. Without one, Nigerian intestacy rules decide, and the outcome is often not what anybody wanted.

Winding up is the process of closing a company down: selling what it owns, paying who it owes in order of priority, and handing anything left to the shareholders before the company is dissolved.

Withholding tax is tax deducted at source from certain payments and remitted to the tax authority by the payer. It is an advance payment of the recipient's tax, not an extra charge.

A witness is somebody who watches you sign a document and signs to confirm they saw it. Choosing the wrong one can invalidate a gift in a will or weaken a deed you will need years later.

Work for hire is the question of who owns something created by somebody you paid. For employees the answer usually favours the employer. For freelancers it usually does not.

A writ of execution authorises the court's officers to seize and sell a judgment debtor's property to satisfy a judgment. It is what turns a judgment into money.

The year of assessment is the tax year your income is assessed for. In Nigeria it runs with the calendar year, and it is not always the same period your accounts cover.

Yield is the annual return an investment produces, expressed as a percentage of what it cost. For property it is the rent divided by the price, and Nigerian buyers routinely calculate it wrong.

Zero-rated means VAT applies at a rate of zero. It sounds the same as exempt and it is not, because a zero-rated business can still recover the VAT it paid on its inputs.

Zoning is the planning rule that decides what a piece of land may be used for. Buying a plot in a residential zone and opening a factory on it is how Nigerian buyers meet this term.