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Frequently asked questions
These are the frequently asked questions clients bring to us, answered plainly. If yours is not here, send it to us and we will answer it directly.
About the firm
What does Pentagon Nominees do?
We provide company secretarial, nominee, escrow, probate and estate planning, organisational development and human capital services to businesses and individuals in Nigeria and to international clients investing here.
Are you a law firm?
No. Pentagon Nominees Services Limited is a corporate services and advisory firm. We are affiliated with an established Nigerian law firm, and legal representation and legal opinions are provided by that firm under its own engagement terms.
Where are you based?
Our office is at 16 Rasheed Alaba Williams Street, Lekki Phase 1, Lagos. We act for clients across Nigeria and for clients based abroad.
Do you work with international clients?
Yes. A significant part of our work involves foreign investors entering the Nigerian market and Nigerian families with assets in more than one country.
Company secretarial
Is a company secretary compulsory in Nigeria?
Under CAMA 2020, every company other than a small company must have a secretary. Public companies must appoint a secretary who meets the qualification requirements set out in the Act.
When are annual returns due?
A company files within 42 days of its annual general meeting. A business name files by 30 June each year. An incorporated trustee files between 30 June and 31 December. A newly registered company’s obligation begins 18 months after incorporation.
We have not filed for several years. Can that be fixed?
Yes. We assess what is outstanding, quantify the position and file the outstanding returns to bring the company current.
Can you act as company secretary for our company?
Yes. We are appointed by board resolution and take on the full statutory function.
Nominee services
What is a nominee arrangement?
An arrangement where we hold a stated interest, usually shares or an office, on the record, while you retain the beneficial interest and the control set out in the underlying agreement.
Is it legal in Nigeria?
Yes, subject to the disclosure obligations that apply. CAMA 2020 introduced requirements around persons with significant control, and we make the disclosures the law requires.
Will my identity be disclosed?
Only where the law or a regulator requires it. Confidentiality applies to the commercial world; it does not extend to withholding information from authorities entitled to receive it.
Escrow
What can you hold in escrow?
Funds, title deeds, share certificates, transfer instruments, source code and other documents or assets of value.
Who pays for the escrow?
The parties agree this between themselves, and it is recorded in the escrow agreement.
What if one party refuses to complete?
We hold the asset and follow the escrow agreement. We do not release to one party on that party’s instruction alone where the agreement requires more.
Probate and estate planning
How long does probate take?
It varies with the size of the estate, the completeness of the documentation, and whether anyone objects during the 21-day publication period. Incomplete title or bank records are the most common cause of delay.
What is the difference between probate and letters of administration?
Probate is granted where there is a valid will and executors apply. Letters of administration are granted where there is no will, or where the will does not appoint an executor who can act.
Do I need a will if I have already told my family what I want?
Yes. Without a will, the estate is distributed according to the rules that apply, which may differ from your intentions and cannot be varied by what anyone remembers being told.
Organisational development and human capital
How long does an organisational development engagement take?
A diagnostic phase typically runs over a few weeks. Delivery depends on scope and is agreed before we start.
Do you deliver training?
Yes. We deliver corporate governance training for directors and executives, and leadership, performance and capacity-building programmes as part of our people work.
Engagement, fees and confidentiality
How do I become a client?
Contact us directly. We hold a scoping conversation, issue engagement terms and complete client due diligence before work begins.
What information will you need from me?
Identification and verification documents for the client and, where relevant, for the beneficial owners. This is a regulatory requirement and applies to every engagement.
How are fees structured?
Fees depend on the service. Company secretarial work is usually retained on an annual basis. Escrow, probate and structuring work is quoted on the matter. We agree fees in writing before we begin.
Is what I tell you confidential?
Yes. Confidentiality obligations apply from the first conversation and are set out in our engagement terms.
Still have a question?
Ask it directly. We will answer it plainly, usually within one working day.