Leaving Nigeria does not mean leaving opportunities. Many Nigerians who move abroad for work, studies, or personal reasons often abandon businesses they once ran or started, assuming they can always return. The reality is that these dormant businesses, if not properly maintained, can accumulate liabilities, lose value, or even be claimed by others. However, with the right legal and structural guidance, these businesses can be revived and turned into profitable enterprises while you manage everything from abroad.
Why Dormant Businesses Lose Value
Neglecting a business while overseas can lead to serious consequences:
- Unfiled Returns and Tax Penalties: Businesses that fail to file annual returns or remit taxes to the Federal Inland Revenue Service or State IRS can incur fines, interest, and even legal action.
- Unclear Ownership: Informal arrangements with relatives, friends, or even staff and business partners can create disputes over who actually owns the company or business name.
- Expired Licenses or Registrations: Sectors like finance, logistics, and healthcare require periodic renewals. Dormancy can lead to lapses that block future operations or damage the reputation of the business and the owners.
These issues may seem minor from afar, but they can become major roadblocks when trying to revive or sell the business, or worse still, when someone is dealing on behalf of the business as if you have authorised them, and you are helpless about the situation. The longer you wait, the harder it becomes.
What Next?
Depending on your business’s current status, you have several options, the most common of which are:
- Revive the Business: If still registered, you can regularize your filings, renew licenses, and reactivate bank accounts. This is often the quickest route.
- Restructure: Convert a sole proprietorship or partnership into a Limited Liability Company to protect personal assets and attract investors especially by allowing for formal governance. Different kinds of conversions and arrangements exist, and it is advisable to obtain advice on the relevant arrangement for your venture.
- Wind Up and Start Fresh: If compliance issues are severe or ownership is disputed, closing the old business and starting anew may be cleaner and safer. However, this decision must not be taken casually especially where there is an established brand with goodwill attached, or where there were other business partners.
As previously stated, several routes exist, but the legal and financial implications of each must be thoroughly considered before the final decision is taken.
Example: Tolu’s Comeback
Tolu left Lagos for Canada, leaving behind a small logistics business. Three years later, he tried to re-enter the market and found chaos waiting. The business had accumulated unfiled returns, unpaid taxes, debts from customers, angry suppliers, and his cousin who had been managing the business had failed to comply with its operating licence.
With legal support, Tolu:
• Cleared regulatory filings and paid penalties
• Converted the business into a Limited Liability Company (LLC)
• Drafted formal shareholder agreements
• Engaged firm as company secretary to oversee filings and establish a governance framework
Within six months, things turned around. Today, the business serves multiple SMEs and has attracted investor interest. Without proper legal guidance, these opportunities would have been lost. Tolu now feels confident to travel again and even set up a sister business in Canada, knowing that his Nigerian company is thriving, structured, and compliant.
Managing from Abroad – The Challenge
Oversight is one of the biggest challenges for diaspora entrepreneurs. Distance often forces reliance on proxies. Without structure, contracts, and clearly defined authority, even the most trustworthy managers can make poor decisions in your absence.
If you have not yet travelled, this is the perfect time to engage us to help you plan your transition. If you are already abroad, you are not left out either. Below are some smart management strategies we have implemented for clients:
- Technology: Use cloud accounting tools, virtual meeting platforms, and e-signature software to stay informed and in control.
- Limited Powers of Attorney: Assign specific powers for specific tasks and limit their duration. Set up internal checks for all sensitive or financial actions.
- Legal Representation and Company Secretarial Services: Have a trusted firm verify documents, attend meetings, and report independently.At Syntax Legal Practitioners, we provide Company Secretarial services to act as your official representative for filings, governance, and board support. We remain actively involved on an ongoing basis, monitoring compliance, maintaining statutory records, and providing independent reports so you can manage confidently from anywhere in the world.
General Practical Tips for Diaspora Entrepreneurs
- Structure the Business: This is where good advice comes in. Choose the best structure, and decide the appropriate processes and documentation required.
- Audit the Business: This can only come after structure and the certainty of authentic documents for informed decisions. Review financials, contracts, and legal obligations before making decisions.
- Formalize Agreements: Clearly document ownership, revenue-sharing, and exit strategies.
- Adopt Governance Practices: Even small businesses benefit from boards or advisory committees.
- Stay Compliant: Keep taxes, licenses, and filings current to attract investors and operate legally.
Ready to Reclaim Your Business?
Dormant businesses are not dead ends. They are untapped potential waiting to be revived. With strategic planning, legal safeguards, and proper oversight, you can turn them into cash-generating ventures from anywhere in the world.
At Syntax Legal Practitioners, we specialize in helping Nigerians in the diaspora revive or restructure businesses, implement governance frameworks, manage compliance, and serve as your trusted representative on the ground.
📩 Take the first step today. Email us at lawyers@syntaxlaw.com and let’s turn your dormant business into a thriving enterprise.
Syntax Legal Practitioners 