CRITICAL — Term expired 30 April 2023 (1,109 days), running on annual LOAs
🇳🇬 Nigeria
1 signed distribution agreement (AGVET NIG Ltd). 2018 5-year EXCLUSIVE distributorship covering Nigeria + Ghana. Original term expired 30 April 2023 — 1,109 days ago. No written renewal in folder. Relationship continues only via annual LOAs (latest 1 Jan 2026 → 1 Jan 2031, narrowed to 3 SKUs). NAFDAC 5-year registration cycle.
Country profile
Nigeria — regulatory context
Vet drug authority
NAFDAC (National Agency for Food, Drugs Administration and Control) — established by Decree No. 15 of 1993. Verification via NAFDAC Greenbook database.
Registration cycle
5-year cycle. Pharmaceuticals + vet products ~₦70,000 (~USD 46-50). End-to-end timeline 60-90 days. Documents required: Certificates of Analysis, Trademark acceptance letter from Ministry of Industry, Trade and Investment (prerequisite), Certificate of Pharmaceutical Product (CPP) for imports, Manufacturing facility compliance.
Commercial agency law
Companies and Allied Matters Act (CAMA) 2020 — effective 7 August 2020. Mandatory registration of "non-resident companies doing business in Nigeria" (Part XVIII). Beneficial-ownership disclosure rules. Common-law agency principles — no codified commercial-agency statute like UAE/KSA.
Multi-distributor permissibility
YES No statutory restriction (common-law-based). Exclusivity reviewable by FCCPC (Federal Competition and Consumer Protection Commission) for abuse, but multi-distributor permitted if non-collusive.
Voidance risks
Stamp Duties Act (CAP S8 LFN 2004, as amended Finance Acts 2019-2023): Unstamped agreements INADMISSIBLE in Nigerian courts (Sec. 22) until duty paid + penalty (up to 20x duty). 2018 Agvet agreement has no stamp duty evidence in folder.
NDPA 2023 (Nigeria Data Protection Act, 12 June 2023): Personal-data sharing requires processor agreement.
Language law: English mandatory (Evidence Act 2011) — not an issue.
Formalities: Nigeria NOT a Hague Apostille member — consular legalization required for foreign documents.
FX rules
Central Bank of Nigeria (CBN). Repatriation requires CBN approval (Form A); allocation queues hold up payment. Post-June-2023 formal floating but still subject to CBN guidance. Preferential FX allocation for essential pharmaceutical imports.
NY Convention
YES Nigeria signatory since 17 March 1970. SIAC awards enforceable under Arbitration and Mediation Act 2023 (replaced 2004 ACA). Federal High Court jurisdiction (s.51-54). Practical enforcement timelines 12-24 months at first instance + appeals.
JAPFA recommendation
Re-paper urgently. 2018 instrument expired 1,109 days ago. NAFDAC's 5-year registration cycle means MA renewals are due. Use 2026 to negotiate a clean replacement that addresses CAMA 2020, Stamp Duties Act, NDPA, and missing liability/indemnity framework.
Term expired 1,109 days ago, no written renewal instrument — LOAs grant agency-for-registration only, NOT distribution exclusivity. Either party can argue implied month-to-month OR entirely new agreement on whatever can be proved.
NO liability framework at all — no cap, no indemnities, no insurance, no anti-bribery, no sanctions reps, no NDPA, no product-recall. Massive exposure.
Stamp Duties Act non-compliance — unstamped 2018 agreement cannot be admitted in Nigerian court without back-duties + penalty (up to 20x duty).
Authorized Products (current LOA)
LOA dated 1 January 2026; valid until 1 January 2031 (5 years — aligned with NAFDAC 5-year registration cycle). Product list narrowed from 2018 Annex 1's 5 SKUs to current 3 SKUs.
2018 agreement expired 1,109 days ago — CRITICAL re-paper need
Severity: CRITICAL.
Original 5-year term ended 30 April 2023. Art. 11 explicitly requires written instrument for any renewal — no such instrument in folder. Annual LOAs are NOT renewal instruments. JAPFA is exposed on (i) implied-renewal vs new-contract argument, (ii) Stamp Duties Act unstamping, (iii) zero liability framework.
Action: Paper a clean 2026 replacement agreement addressing the 5 critical gaps (liability framework, NAFDAC/CAMA/Stamp Duties compliance, agency-law disclaimer, time-bound MA transfer-back, KUHPerdata 1266/1267 waiver). Target score on replacement: ~78/B+.
NAFDAC 5-year MA renewal cycle
Severity: HIGH.
Current LOA validity (1 Jan 2026 → 1 Jan 2031) aligns with NAFDAC 5-year registration window. Each MA must be renewed within this cycle. NAFDAC registration is held in name of local distributor with foreign manufacturer named as "principal" — MA-holder change requires (i) outgoing distributor consent, (ii) new application, (iii) typically 6-12 months. Build time-bound transfer-back into replacement agreement.
Ghana grouped with Nigeria — no split-termination right
Severity: MEDIUM.
2018 territory grants both Nigeria + Ghana as "Specified Territories". If Ghana performance is poor and Nigeria is strong, there is no split-termination mechanism. Replacement should consider separating the two markets.
Suggested actions ranked by urgency
Day 0-30 — CRITICAL re-paper
Engage Nigerian solicitor (NBA-admitted) to confirm Stamp Duties Act exposure and CAMA 2020 non-resident-company compliance.