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CITN Study Pack - Taxation of Specialized Businesses
CITN Study Pack - Taxation of Specialized Businesses
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TAXATION OF SPECIALIZED
BUSINESSES AND PROCESSES
MISSION
MOTTO
You must not circulate this book in any other binding or cover and
you must impose the same condition on any acquirer.
Notice
CITN has made every effort to ensure that at the time of writing
the contents of this study text are accurate, but neither CITN nor its
directors or employees shall be under any liability whatsoever for
any inaccurate or misleading information this work could contain.
Foreword
The Nigerian tax laws have been undergoing reformations and re-
enactments, most especially as the revenue from oil continues to
dwindle and tax revenue is becoming the major source of government
revenue. The impact of these reformation on tax professionals and the
skills set needed by professional tax administrators and tax practitioners
to perform their various roles have been profound. These developments
have made it inevitable for the Institute’s syllabus and training
curriculum to be changed to align its contents with current and future
needs of the tax professionals.
In order to help the candidates sitting for the Institute’s examination,
the Council approved that a new set of learning materials (study
packs) be developed for each of the new subjects.
Therefore, renowned writers and reviewers which comprised eminent
scholars and practitioners with tremendous experiences in their areas
of specialisation, were sourced locally to develop learning materials for
the 12 subjects as follows:
Foundation
1. Principles of Taxation
2. Financial Accounting
3. Business Law
4. Economics
Professional Taxation I
5. Financial Reporting
6. Income Tax
7. Indirect Tax
8. Governance, Risk & Ethics
Professional Taxation II
9. Tax Audit and Investigation
10. International Taxation
11. Financial / Tax Analysis
12. Income Tax for Specialised Businesses
Although the study packs were specially produced to assist candidates
preparing for the Institute’s Professional Examinations, we are
persuaded that students of other professional bodies and tertiary
institutions will find them very useful.
1.0 PURPOSE
After reading this chapter, students should be able to:
(a) Know the specialised companies and the peculiar tax laws relating to the
specialized businesses; and
(b) Be able calculate applicable taxes including minimum tax payable by the
1.1 INTRODUCTION
In addition to the normal rules on assessment and computation of tax payable by
companies, Companies Income Tax Act (CITA) CAP C21 LFN 2004 as amended
contains special provisions with regards to companies engaged in a specialised
business. These companies include:
i. Companies engaged in shipping or air transportation and companies other than
a Nigerian company carrying on the business of transmission of messages by
cable or any form of wireless apparatus.
ii. Insurance companies;
iii. Banks; and
iv. Unit Trust
The taxation of these businesses is contained in sections 14- 17 of CITA CAP C21 LFN
2004. According to the Act, where a company other than a Nigerian company carries
on the business of transport by sea or air, and ship or aircraft owned or chartered by it,
calls at any port or airport in Nigeria, its profit or loss deemed to be derived from
Nigeria shall be the full profit or loss arising from carriage of passengers, mails,
livestock or goods, shipped or loaded into an aircraft or ship in Nigeria. This means
that, this shall not apply to passengers’ mails, livestock or goods which are brought to
Nigeria solely for transhipment or for transfer from one aircraft or in either direction
between aircraft and a ship.
The profits of an authorized unit trust scheme, on which tax may be imposed shall be
the income accruing to the trustees from all sources of the investment of the unit trust
and deducting therefrom sums disbursed as management expenses, including
remuneration of the managers.
1.3.2 FORMAT
Thus, the taxable profit is arrived at as follows:
N N
Investment Income X
Other taxable income X XX
Deduct: Management expenses X
Trustee’s remuneration X
Other allowable expenses X (X)
Assessable/Adjusted profit XX
Less Capital allowance (absorbed) (X)
Taxable profit XX
Furthermore, where an insurance company carries on a composite business i.e. life class
and a general class insurance business, the funds and books of account of one class shall
be kept separate from the other as though one class does not relate to the other class and
the annual tax returns of the two classes of insurance business be made separately.
For each class of insurance business, where there are more than one type of insurance
(products) in the same class, they form one type of business and the loss of one shall
be allowed against the income from another type of insurance business but the loss
shall be available to be carried forward against profit from the same class of insurance
business, and to such loss can be carried forward or maximum of 4 years.
However, with effect from January 2020, the above restriction is now removed and
insurance companies can now carry forward their loss indefinitely.
Consequently, the profit on which tax may be imposed shall be ascertained as follows:
N N
Gross Premium X
Less Premium to re-insurance and return to insured (X)
Other income X
X
Less: Reserves for unexpired risk C/F (X)
Add: Reserves for unexpired risk b/f X X
XX
Deduct:
Agency expenses X
Fair proportion of Head Office Expenses X (X)
Taxable Income XX
(b) Life-Business
When a non-Nigerian company engages in life assurance business by carrying on
business through a permanent establishment in Nigeria, the profit on which tax may
be imposed shall be ascertained as follows:
N N
Investment Income X
Less: Management Expenses X
Commission X (X)
Taxable Income XX
In a situation where the profit of the company accrues in part outside Nigeria, the profit
on which tax shall be imposed shall be in proportion of the total investment income of
the company as premium receivable in Nigeria bear to the total premium receivable less
agency expenses in Nigeria and proportion of Head Office expenses.
N
Investment income (Receivable in Nigeria)
Premium received in Nigeria X Total Investment
Total premium received worldwide 1 X
Less:
Agency expenses X
Fair proportion of Head office expenses X (X)
Taxable Income XX
Note: The amount transferred annually to special reserve shall depend on whether the
total reserve is equal to or higher than the minimum statutory paid up capital.
2.5.1 INTRODUCTION
Banks are subject to tax in the same way and manner with which other
incorporated companies are subject to tax liable to tax. Essentially, banks and
other financial institutions are liable to tax under the Companies Income Tax
Act Cap C21 LFN 2004 as amended. Therefore, like other companies, banks
are liable to both company income tax and tertiary education tax.
Banks are also required to file both monthly and annual tax returns and failure
to file any such returns will constitute a violation of the applicable extant law
and this shall attract penalties / sanctions.
as the peculiar tax law that relating to these businesses. In a addition, the chapter
specialised companies - such as those engaged in air and sea transport, cable
Numerous worked examples are provided to clearly explain the differences and
peculiarities inherent in the computation of tax liability for each of the specialised
businesses.
Question 1
The profit and loss account of Alwell Airways Limited Company incorporated in Italy
in 2006 shows the following in respect of the year ended 31st December 2011.
N
Income from passenger freight out of Nigeria 1,500,000
Income from passenger freight into Nigeria 5,000,000
Income from passenger on other routes 18,000,000
24,500,000
Deduct:
Administrative expenses 8,100,000
Financial expenses 1,700,000
Depreciation 2,940,000
Other disallowable expenses 900,000 (13,640,000)
10,860,000
The Federal Inland Revenue Service is satisfied that the tax authority of Italy computes
and assesses the profit of companies operating aircraft on substantially similar basis as
Nigeria.
Question 3
Donaldson Trumpy Limited is a foreign company operating a fleet of passenger and cargo
aircraft between Nigeria, Middle and Far East. The operating result for the year ended 31st July
2018 are as follows:
N’ 000 N’ 000
Income from cargo freight Nigeria/Moscow 630,800
Income from passenger freight Nigeria/Beijin 850,000
Income from passenger freight Abu Dhabi to Nigeria 1,113,200
Income from cargo loaded into aircraft on other routes 700,000
3,294,000
Less: Operating expenses 1,720,000
Administrative expenses 320,000
Other expenses – General Provision 80,000 (2,120,000)
Operating Profit 1,174,000
Question 4
HE REIGNS LIMITED is a foreign company operating a cable service between Nigeria,
London and other parts of the world. The following information is provided by the accountant
as the company’s operating results for the year ended 31st December 2016.
N N
Income from cable services:
From Nigeria to Amsterdam 10,090,280
From New York to Nigeria 13,600,000
From Nigeria to Denmark 17,810,120
Other income from other areas 11,200,000 52,700,400
Less Administrative overheads
Salaries and perquisites 17,520,000
Other expenses 11,280,000
Depreciation 5,120,000 33,920,000
18,780,400
The following additional information is provided:
i. Other expenses include: N
Donation to Boko Haram victims in Yobe
through the Nigerian Red Cross Society 2,500,000
Donation to Peace Democratic Movement 3,500,000
Licence fees paid to NCC 1,500,000
ii. Capital allowance as agreed with the FIRS is 7,680,000
Question 5
KUFORIJI Telecommunication Limited is based in London but has a representative office in
Nigeria. During the year ended 31st December, 2016, the record of its transactions were as
follows:
(a) Number of minutes of Telecommunication transactions:-
London to other parts of the world = 310,000 minutes
London to Nigeria = 680,000 minutes
Nigeria to London = 775,000 minutes
Nigeria to South Africa = 1,000,000 minutes
London to South Africa through Nigeria = 1,445,000 minutes
7,000,000 minutes
(b) The average charge for message applicable during the year under review is £0.50 per
minute. The applicable rate of exchange is N20.75 to a £.
(c) The global expenses incurred include: N
i. Salaries and wages 7,391,250
ii. Depreciation 10,893,750
iii. Administrative expenses 8,765,000
iv. Rent 2,000,000
v. Refurbishment 13,000,000
vi. Other non-allowable expenses 17,560,000
59,610,000
You are required to compute the tax payable in Nigeria by Kuforiji Telecommunication Ltd.
Question 6
ASWANI Group Limited received an approval from the Securities and Exchange Commission
to float a Unit Trust Scheme in April, 2009. The unit trust scheme was subsequently registered
and commenced business on 1st January, 2010 in the name of Aswani Unit Trust Scheme.
The following records were disclosed for the year ended 31st December, 2010.
N N
Investment Income 31,829,500
Less: Management Expenses 10,250,000
Depreciation 3,250,000
Remuneration of manager 3,182,950
Other expenses 7,341,550 24,024,500
You are required to compute the tax liability of the unit Trust Scheme for the
first year of assessment.
Question 7:
Peal Court Insurance Co. Plc is a company engaged in composite insurance business. The draft
IFRS audited account of the company for the year ended December 31, 2018, disclosed the
following information:
(a) Statement of profit or loss
For year ended December 31, 2018
Liabilities:
Insurance contracts
liabilities 650,000 2,640,000 760,000 4,050,000
Investment contract
liabilities 400,000 590,000 510,000 1,500,000
Trade payable 5,600 9,400 8,000 23,000
Other payables 300 600 65 965
Employee benefit liabilities 260 340 275 875
Total liabilities 1,056,160 1,740,340 1,278,340 5,574,840
Equity
Issued and paid-up share capital 600,000
Share premium 900,000
General reserve 1,300,000
Contingency reserve 200,000
Retained earnings 938,735
Shareholders’ funds 3,938,735
Additional Information:
(i) The company distributed N1,750,000 surplus arising from actuarial
revaluation of Life fund.
(ii) Administrative expenses include depreciation:
Reinsurance
Life business Non-life business
business
N’000 N’000 N’000
480 600 525
(iii) Gross premium written from non- life business and reinsurance business
include N7,500,000 and N6,800,000 from general insurance.
(iv) Net liability on life policies as at December 31, 2018, was N648,785.
(v) Capital allowances agreed with the relevant tax authority are as follows:
Reinsurance
Life business Non-life business
business
N’000 N’000 N’000
125 400 325
(viii) The balance of the life fund account as at December 31,2018, was
N550,000.
(ix) The minimum authorized capital of the company is the same as the paid up
capital.
Required: Compute the company’s tax liability for the relevant year of assessment.
Question 8
HIS MAGESTY REIGNS Insurance Company Limited is carrying on both life and
other insurance businesses received gross premium income of N7,250,000 in its accounting
year ended 31st, December, 1999. The total amount of N1,200,000 investment income was
also received within the accounting year, while about N5,000,000 was incurred as total
expenses.
From the analysis of the amount listed below, together with capital allowances given,
you are required to compute the tax liability of the company and state the year of assessment.
N
1. Premium Income received on life assurance 1,725,000
Premium income received on Burglary, Theft and Accidents 1,225,000
Premium Income received on Industrial Hazards 2,150,000
7,250,000
2. The management of the company calculated about N600,000 as reserve for unexpired
risks as at the 31st, December 1998 and about N750,000 was also calculated as at 31st,
December, 1999 on non-life assurance.
3. N400,000 was yet to be collected as premium on life and N200,000 on non-life policy
holders for the financial year ended 31st December, 1999.
4. As at 31st December, 1999 Actuary valuation of life fund was:
N
Administrative expenses for life department 25,000
Salaries for life department staff 100,000
Other allowable expenses for life department 5,000
5. Investment Income: N
Dividend received (Net of 5% withholding tax) 637,500
Gross interest received on debenture stock 87,500
Interest on fixed deposit in banks 475,000
1,200,000
Interest on fixed deposits of N43,000 for the accounting year ended 31st December,
1999 was accrued.
6. Total expenses relating to non-life businesses
N
Claims 3,550,000
Commissions 1,420,000
Administrative Expenses 4,150,000
Depreciation 880,000
10,000,000
7. Loss on sale of fixed assets included in administrative expenses was N20,000
8. Capital allowances N
Capital allowances b/f 72,500
Initial allowances for the year 225,000
Annual allowances for the year 602,500
Balancing allowance 10,500
Question 9:
AMAZING GRACE Assurance Nigeria Limited commenced business operations on 1st
January, 2002 and at the end of the year had the following results.
AMAZING GRACE ASSURANCE COMPANY LIMITED
Profit and Loss Account for the year ended 31st December, 2002.
Life Fire Accident Total
Business Business Business
N’000 N’000 N’000 N’000
Gross premium Income 3,400 1,450 1,500 6,350
Re-insurance 250 470 410 1,130
3,150 980 1,090 5,220
Investment Income (see 1 below) 1,540 250 310 2,100
Commission receivable - 28 15 43
4,690 1,258 1,415 7,363
Less: Expenditure
Policy holders’ claims 800 140 210 1,150
Reserve for unexpired risks 750 350 150 1,250
Commission Payable 28 110 98 236
Other payable expenses
(See note 2 below) 1,212 130 230 1,572
2,790 730 688 4,208
Profit before taxation 1,900 528 727 3,155
4,690 1,258 1,415 7,363
You are required to ascertain the company’s tax liability for the year of assessment after
taking into consideration the following information:
i. Investment income is made up as follows:
Life Fire Accident Total
Business Business Business
N’000 N’000 N’000 N’000
Dividend Income net of withholding tax 2,480 - - 2,480
Interest on fixed deposits in Banks - 500 620 1,120
Interest income on debenture
Loan (Gross) 600 - - 600
3,080 500 620 4,200
ii. Operating Expenses
Life Fire Accident Total
Business Business Business
N’000 N’000 N’000 N’000
Depreciation 1,040 220 204 1,464
Administrative 344 40 256 640
Other 520 - - 520
1,904 260 460 2,624
iii. Assets acquired by the company during the year are as follows
N
Motor vehicles 324,000
Office Premises 2,626,000
Furniture 1,580,000
Equipment and Computer 2,830,000
Question 10
Countrywide Bank Ltd has been incorporated for many years and makes up its accounts to
September 30 of every year.
The following information was extracted from the audited financial statements of the
bank for the year ended September 30, 2016 and 2017 respectively.
2016 2017
N’000 N’000
Paid up capital 160,000 175,000
Statutory reserve 70,000 82,500
General reserve 22,500 27,500
Debenture stock - 72,500
For the year ended September 30, 2017, the summarised statement of the company’s profit and
loss account is as follows:
N’000 N’000
Income from banking operations 390,000
Less Expenses:
Depreciation 10,000
Interest paid on other banks 7,500
Stamp duty on landed property 1,250
Interest paid to depositors 2,500
Provision for possible losses in
respect of loans and advances 7,500
General provisions for losses 500
Other operating expenses (all allowable) 120,000
Profit on sale of fixed assets 187.5
Net profit 240,937.5
390,187.5 390,187.5
Question 11
1) The net profit of Sparkling Bank Ltd for the year ended 31st December, 2014 as
reflected in the account for the year is N254,350,000 including N150,000 profit on sale
of fixed asset and after charging:
N
Director’s Remuneration 3,500,000
Depreciation 25,970,000
Legal charges for the purchase of leasehold right in building 722,320
Donation to:
Ahoada community development fund 130,000
Port-Harcourt House Club Project 95,000
Recreation Club 251,700
Institute of management fund 250,000
Mt.Zion church building fund 5,000
The capital allowance and balancing allowance were agreed at N33,480,880 and
N209,410 respectively.
The balance sheet (extract) of the company as at 31st December, 2014 were:
N
Paid up share capital 270,000,000
Statutory reserve 181,880,000
General Reserve 131,520,000
Long term loan NIL
You are required to calculate the income tax liability of the bank taking income tax rate
to be 30%.
Question 12
Highclass Bank Ltd has been in business for the past 25 years. The following results were
shown in the company’s books:
N’000
st
Adjusted profit (year ended 31 December, 2015) 11,000
Capital allowances for the year 3,000
Issued share capital 22,400
Statutory reserve 3,600
General reserve 3,200
Long term loan 3,800
You were also informed that the following relates to the account for the year ended 31st
December, 2015:
N’000
i) Turnover 1,000,000
ii) Gross Profit 50,000
iii) Net assets 33,000
iv) Unutilised capital allowance brought forward from 2015 year of assessment was
N7,450,000
You are required to compute the company’s tax liability for the 2016 year of assessment
assuming 30% tax rate.
N’000 N’000
Income: Interest 104,000
Forex income 24,000
Commission 6,000
Other income 12,000
146,000
Deduct: Interest paid 40,000
Operating expenses 60,000 100,000
Operating profit before tax 46,000
Taxation (26,000)
Profit after taxation 20,000
Appropriation section:
Statutory reserve 2,600
General reserve 4,000
Proposed dividend 3,400 (10,000)
Retained profit for the year 10,000
Unappropriated profit b/f 50,000
Balance c/f of profit 60,000
You are required to compute the tax liability of the bank for the 2019 year of assessment.
Solution to question 1
ALWELL AIRWAYS LIMITED
Computation of Taxable Profit in Nigeria for 2012 Year of Assessment
N
Assessable profit 60% x 1,500,000 (wk. ii) 900,000
Less capital allowance 12% x 1,500,000 ( wk. iii) 180,000
Taxable profit 720,000
Workings N
i. Determination of Nigerian Income
Income from Passenger freight out of Nigeria 1,500,000
N
ii. Computation of global adjusted profit
Net profit as per a/c 10,860,000
Add back:
Depreciation 2,940,000
Other disallowed expenses 900,000 3,480,000
Global adjusted profit 14,700,000
14,700,000 x 100
24,500,000
=60%
=28.13%
Workings
i. Nigerian Income N’ 000 N’ 000
Income from cargo freight Nigeria/Moscow 630,800
Income from passenger freight Nigeria/Beijing 850,000
Nigerian income 1,480,800
Note:
Gifts to airport staff is not an allowable expense while the purchase of two engines was
disallowed because it is a capital expenditure
Solution to Question 4
HE REIGNS LIMITED
i. Computation of Total Profit for 2017 tax year
N
Assessable profit (27,900,400 x 51.99%) 14,505,418
Less Capital allowance (7,680,000)
Taxable/Total Profit 6,825,418
Note
Since the FIRS and the company had agreed the capital allowance claimable, there is no need
to compute the Depreciation Ratio.
Also, license fee paid to NCC is tax deductible
Workings
N
a) Global Income = 52,700,400
b) Nigerian Income (10,090,280 + 17,810,120) = 27,900,400
c) Computation of Global Adjusted Profit
Net profit as per account 18,780,400
Add: Depreciation 5,120,000
Donation to Peace Democratic Movement 3,500,000 8,620,000
27,400,400
d) Computation of adjusted Profit Ratio
= Global Adjusted Profit x 100
Global Income
= 27,400,400 x 100
52,700,400 = 51.99%
Solution to Question 5
KUFORIJI TELECOMMUNICATIONS LIMITED
Computation of Tax Liability for 2017 Tax Year
N
Adjusted profit (18,415,625 x 75%) 13,811,718
Less capital allowance (18,415,625 x 15%) 2,762,343
Taxable profit 11,049,375
Tax liability @ 30% 3,314,812
Workings
N
1. Global Income (7,000,000 x 0.50 x 20.75) = 72,625,000
2. Nigeria Income (1,775,000 x 0.50 x 20.75) = 18,415,625
3. Computation of Global Adjusted Profit N N
Global income (wk 1) 72,625,000
vii. Less: Salaries and wages 7,391,250
Administrative expenses 8,765,000
Rent 2,000,000
(18,156,250)
Adjusted Profit 54,468,750
Solution to Question 6
Solution to question 7:
Other income:
Fees and commission income 1,250
Other operating income 900
Actuarial revaluation surplus
distributed 1,750
Gross income 6,200
Deduct:
(i) General reserves 1,300
Add life fund a/c 550
1,850
Less Net liabilities on policies (649) 1,201
Solution to question 8
HIS MAGESTY REIGNS INSURANCE LIMITED
COMPUTATION OF TAX PAYABLE FOR 2000 YEAR OF ASSESSMENT
N N
Assessable profit:
Life business (working 1) 389,500
Non-Life business (wk 2) 1035,000
1,424,500
Less capital allowance:
Balance b/f 72,500
Initial allowance 225,000
Annual allowance 602,500
Balancing allowance 10,500 (910,500)
514,000
Tax liability at 30% of 514,000 154,200
Workings
1. Computation of Assessable profit – life Business
N N
Gross interest on debenture stock 87,500
Interest on Fixed deposit (475,000 – 43,000) 432,000
519,000
Deduct:
Administrative expenses 25,000
Salaries 100,000
Other allowable expenses 5,000 (130,000)
389,000
2. Computation of Assessable profit- non life business
N N
Premium income on Burglary, Theft etc. 1,225,000
Premium income on Industrial Hazards 4,300,000 5,525,000
Add Outstanding premium 200,000
5,725,000
Add provision for unexpired risk b/f 600,000
Less provision for unexpired risk c/f (750,000) (150,000)
5,525,000
Less: Claims 1,775,000
Commissions 710,000
Administrative expenses 2,055,000 (4,540,000)
1,035,000
Note:
Loss on sale of fixed asset is not an allowable expenses therefore N20,000was disallowed.
Solution to question 9
Workings
i. Computation of Adjusted Profit – Life Business
Investment Income N N
Investment Income on debenture loan 600,000
Less Expenditure allowable
Commission Payable 56,000
Other Operating Expenses:
Administrative 344,000
Others 1,040,000 (1,440,000)
Loss (840,000)
ii. Computation of Adjusted Profit – Non – Life Business
Fire Accident Total
N’000 N’000 N’000
Gross Premium 2,900 3,000 5,900
Less Re-Insurance (940) (820) 1,760
1,960 2,180 4,140
Investment Income
Interest on Fixed deposit in bank 500 620 1,120
Commission Receivable 56 30 86
2,516 2,830 5,346
Less Expenditure Allowable
Policy Holders’ Claim 280 420 700
Commission Payable 220 196 416
Other Operating Expenses
Administrative 40 256 296
Reserve for unexpired risk 700 600 1,000
Adjusted Profit 1,276 1,658 2,934
Notes
:
I. Dividend received net of withholding tax is treated as frank investment income and
therefore exempted from further tax.
II. The company just commenced business hence commencement rule was applied in
computing the tax liability for 2002 tax year.
Section 14 (11) of CITA 2007 provides that an insurance company that engages the services
of an insurance agent, a loss adjuster and an insurance broker shall include in its annual tax
returns a schedule showing the names and addresses of insurance agent, a loss adjuster and an
insurance broker, the date their services were employed and terminated as well as when
Solution to question 10
COUNTRYWIDE BANK LTD
Computation of Income Tax Liability for 2017 Year of Assessment
N’000 N’000
Net profit reported 240,937.5
Add:
Depreciation 10,000
Stamp duty on landed property 1,250
General provision 500 11,750
229,187.5
Deduct: Profit on fixed asset 187.50
Agric loan interest (wk 1) 6,555 (6,742.5)
Adjusted profit 222,445
Deduct: Capital allowance 17,500
Total profit 204,945
N’000
Tax liability @ 30% 61,483.5
Education Tax 2% x 222,445,000 4,448.9
Total Tax Liability 65,932.4
Working 1:
Period of loan Grace Period Amount % Amount
(Moratorium) of Interest exempted exempted
N N
Over 7 years Not less than 2 years 3,800,000 100% 3,800,000
5 – 7 years Not less than 1½ years 2,850,000 70% 1,995,000
2 – 4 years Not less than 1 year 1,900,000 40% 760,000
Below 2 years Nil 950,000 - -
6,555,000
Solution to question 11
SPARKLING BANK LTD
Computation of Income Tax Liability for 2015 Year of Assessment
N N
Net profit 254,350,000
Add Disallowed expenses:
Depreciation 25,970,000
Legal charges 722,320
Donations:
Ahoda community 130,000
Port-Harcourt House Club 95,000
Recreation club 250,170
Institute of Mgt. Fund 250,000
Mt.Zion Church Building 5,000 27,424,020
281,774,020
Deduct: Profit on sale of fixed assets 150,000
Adjusted profit 281,624,020
Less: Capital allowance 33,480,880
Balancing allowance 209,410 33,690,290
Total profit 247,933,730
Solution to question 12
HIGHCLASS BANK LTD
Computation of Income Tax Liability for 2016 Year of Assessment
N N
Adjusted Profit 11,000,000
Capital allowance for the year 3,000,000
Capital allowance b/f 7,450,000
10,450,000
Restricted to 66 2/3% (7,333,334)
3,116,666 7,333,334
Taxable profit 3,666,666
Solution to question 13
BIG BANK LTD
Computation of Tax Liability for 2019 Year of Assessment
N N
Profit before taxation 46,000,000
Add: Depreciation 80,000,000
General provision (28m-20m) 8,000,000 88,000,000
134,000,000
Deduct: Profit on sale of fixed asset 8,000,000
Non-taxable profit (wk 1) 16,400,000 24,400,000
Adjusted profit 109,600,000
Add: Balancing charge 10,000,000
119,600,000
Less: Capital allowance b/f 2,000,000
Initial allowance 8,000,000
Annual allowance 28,000,000 (38,000,000)
Taxable profit 81,600,000
2.0 PURPOSE
activities in Nigeria;
industry;
o understand the procedure for the computation of the petroleum profit tax;
o understand the makeup and the procedure for calculation of capital allowance;
o understand the purpose and basis for determining terms ‘Posted Price’ and
‘Adjusted Posted Price’ when computing the value for chargeable oil for tax
purpose;
o understand the main Tax offsets items i.e. MOU and ITC and their treatment in
computed;
o know the procedure for collection and payment of the Petroleum Profit Tax; and
2.1 INTRODUCTION
In 1908 a German company called “The Nigerian Bitumen Company”, started the
search for crude oil in Nigeria. The company was license for exploration of Petroleum
at Araromi in the present-day Ondo State. However due to the outbreak of the First
World War in 1914, the company halted it’s adventure, left the country and never
In 1937, Shell D’Arcy was also granted exploration licenses which cover the entire
Nation. However due to the outbreak of the Second World War in 1941, the company
also suspended operation but later resumed operation in 1946. In 1956, Shell
Shell D’Arcy and BP) discovered oil in commercial quantity in Oloibiri in the present
Bayelsa State. Actual production began in 1958 and oil discovered in other areas of
both Rivers and Bayelsa States whilst other companies such as Mobil, Texaco
Nigeria currently has an estimated oil reserve of 37 billion barrels (and gas reserve
estimated at over 192 trillion standard cubic feet) and produces about two million
barrels of crude oil per day. The country is ranked among the top twenty largest
producers in the world. 60% of government's total revenue and more than 90% of its
exploration, development and production of crude oil and gas; treatment of oil
under the Petroleum Profits Tax, Act Cap P13 LFN 2004 as amended.
(2) Downstream Activities: These are activities that take place from receipt of
crude oil into crude oil tanks or gas into petro chemical tanks to the
natural gas, distributing and marketing of refined petroleum products, gas and
in 1977 to have the sole authority over the petroleum activities in Nigeria.
refining, marketing of crude oil and derivatives through its subsidiaries. NNPC
subsidiaries includes:
products which include gasoline, diesel, engine oil, grease and other
derivatives.
(2) Department of Petroleum Resources (DPR): DPR is the arm of the Ministry
and supervision of all operations under licence and leases in the oil and gas
(3) FIRS: FIRS is responsible for the administration of Petroleum Profit Tax Act
Cap P13 LFN 2004. Its duties and powers are stated under section 3 of the
Act.
(4) The Central Bank of Nigeria: The proceeds from sale of crude oil paid in
foreign currency are paid into Federal Government designated bank overseas
and transferred into the Federation Account in the Central Bank of Nigeria.
(5) Marginal Fields Operators: Marginal Fields are field discovered usually by
large international oil companies but which as a result of focus on larger and
more profitable fields were not developed and yet not relinquished. The
barrels in reserve.
Below are the conditions for identifying companies (mostly local companies)
(a) At least 51% of the beneficial interest of the company must be owned
by Nigerian citizens;
(b) No single shareholder may own more than 25% of the shares in the
company;
(c) The company must have upstream oil and gas experience; and
production activities.
iv. Most operators are unable to get equity finance. In spite of this, some
its costs with cost oil, pays Royalty and tax oil and share what is left.
v. Tax rate of 85% is a burden. However, 65.75% tax rate applies during
thereto and any sale of or any disposal of chargeable oil by or on behalf of the
company.
(2) Casing head petroleum spirit: Any liquid hydrocarbons obtained in Nigeria
before the same has been refined or otherwise treated. Casing head petroleum
contract but does not include natural gas taken by or on behalf of the
(b) Chargeable oil: Casing head petroleum spirit and crude oil won or
(5) Intangible drilling costs: These are all expenditure for labour, fuel, repairs,
maintenance, hauling, and supplies and materials (not being supplies and
materials for well cement, casing or other well fixtures) which are for or
(6) Liquefied natural gas: Natural gas in its liquid state at approximately
atmospheric pressure
(7) Minister: Minister charged with responsibility for matters relating to taxes on
(9) Natural gas: Gas obtained in Nigeria from bore holes and wells consisting
primarily of hydrocarbons.
(10) Non-productive rents: The amount of any rent for which there is provision
for its deduction from the amount of any royalties under an oil prospecting
licence or oil mining lease, to the extent that such rent is not so deducted.
(11) Oil Mining Lease: A lease granted to a company under the Minerals Act, for
Act, for the purpose of winning petroleum, or any assignment of such licence.
(13) Person: This includes a company and any unincorporated body of persons.
(14) Petroleum: Any mineral oil or relative hydrocarbon and natural gas existing
in its natural condition in Nigeria, but does not include liquefied natural gas,
coal, bituminous shale’s or other stratified deposits from which oil can be
(15) Company: Anybody corporate incorporated under any law in force in Nigeria
or elsewhere.
(16) Crude oil: Any oil (other than oil extracted by destructive distillation from
coal, bituminous shale, or other stratified deposits) won in Nigeria, either in its
natural state or after the extraction of water, sand or other foreign substance
(i) The amount of any rent for which there is provision for its deduction
from the amount of any royalties under an oil prospecting licence or oil
licence, an oil mining lease, any right, title or interest in or to petroleum oil in
the ground and any option of acquiring any such right, title or interest;
(20) Lease: This includes an agreement for a lease where the term to be covered
by the lease has begun, any tenancy and any agreement for the letting or hiring
out of an asset, but does not include a mortgage, and all cognate expressions
(i) This is a period of one year commencing on 1st January and ending on
(ii) Any shorter period commencing on the day the company first makes a
January of any year and ending on the date in the same year, when the
(24) Non-associated gas: Non-associated petroleum gas, also known as free gas or
dry gas is a naturally occurring gas that is not dissolved in crude oil in a
reservoir where oil is extracted. They are found in reservoirs that contained no
(i) Investment required to separate crude oil and gas from the reservoir
development;
shall be subject to the provisions of the Act and the tax incentives
(v) Plant and machinery for gas utilisation are exempted from import
duties.
(a) Condensates extracted and re-injected into the crude oil stream
company;
(g) Gas transferred from the natural gas liquid facility to the gas-to-
liquids facilities shall be at zero per cent tax and zero per cent
royalty.
The Petroleum (Drilling & Production) Regulations 1969 requires E&P companies to
The E&P Company usually sets up an Abandonment Fund. However, costs are only
The administration of the Petroleum Profits Tax Act is under the charge and
may do all acts as may be deemed necessary and expedient for the assessment
and collection of the tax and shall account for all amounts so collected in a
Revenue Service.
(iii) Income from lifting and sale of NNPC equity crude; and
(1) Value of chargeable oil sold: This is the posted price multiply by the
Illustration:
Okondu oil Plc sold 800,000 barrels a day to its market in Norway at a
Solution
Posted price: This is the price free on board at the Nigerian port of
crude oil.
The quality of the crude oil is defined by the standard API gravity. The
higher the API gravity, the higher the quality of the crude and
Where the actual quality of the crude oil is not the same as the
two prices.
following steps:
Step 1. Identify the difference the standard API gravity and the actual
Step 2. Multiply the difference by the agreed price for rise or fall in
API gravity.
Step 3. Add the obtained value in step2 to the standard posted price if
the actual API gravity is higher than the standard API gravity. Deduct
Step 4. Multiply the actual posted price by the rate of exchange to the
Step 5. Compare to the actual price at which the crude oil is sold.
Step 6. Multiply the number of barrels sold by the value of oil sold.
Illustration:
You are to determine the value of oil sold if the actual price is N6,500
per barrel.
Solution
Actual 35
5 x 0.75 3.75
$ 53.75
The higher of the posted and Actual prices is used to determine the
(i) Value of oil for Royalty purpose (No of barrels delivered to the
(ii) The cost of transportation of the crude oil through the pipeline
(iii) Cost of maintaining the pipeline through which the crude oil is
delivered to the refinery i.e. cash costs plus non-cash costs like
Illustration:
total cost was N1, 700,000 while the depreciation charge for the year
Solution
maintenance
Actual Volume deliverable or Actual capacity =
12,000,000
(3) Value of natural gas sold: The value of the gas contract may not be
the gas while the quality of the gas is itself defined by the load factor.
The stated load factor has a corresponding gas factor as shown below.
The gas factor or G-factor means the gas production cost adjustment
factor
50 16.9%
60 15.5%
70 14.3%
80 13.6%
Where the actual load factor for a gas contract differs from the stated
determined by extrapolation.
The following are the steps to determining the value of gas sold
Step 2: Determine where the actual load factor can be located on the
table if the load factor does not exist on the table e.g. a load factor of
66 falls between 60 and 70; 55 falls between 50 and 60 while
Step 3: Deduct the actual load factor from the lower of the standard
load factor between which the actual load factor is located. Divide this
by the difference between the lower and the higher standard load
gas factor for the actual load factor may represented by X%.
abatement or discount.
Illustration:
Caroline Oil Company entered into a gas contract with Bostani oil of
Brazil.
The value of the contract is $6million.The load factor of the gas was
Solution:
= 60-63 = 15.5-X
60-70 15.5-14.3
0.3 = 15.5-X
15.5-14.3
0.31.2 =15.5-X
0.36 =15.5-X
X =15.5-0.36
=15.14%
= $908,600
(4) Miscellaneous income: The petroleum Profit Tax Act records the
Incomes non taxable under PPT Act: According to petroleum profit tax Act,
Any income earned from the transportation of crude oil by ocean going tanker
not chargeable to tax under the provisions of the Petroleum Profit Tax Act.
Such income is subjected to tax under the provisions of the company Income
Tax Act.
Any expense incurred to earn the income from the transportation of crude oil
Act. The expense of this nature is charged against income before subjecting to
The income from this business is subjected to tax under the company income
tax Act.
2.7 NATURE & CLASSIFICATION OF COSTS
(1) Nature of cost: The following are the expenses deductible under PPT
(v) All sums by way of duty, customs and excise duties, stamp
etc.
costs are incurred in the search for oil and gas deposits after
gathering, treating, and storing the oil and gas. These costs are
rational basis.
producing company
Section 9 of the PPTA levies tax on the profits of each accounting period of
Incomes from petroleum operations are assessed on actual year basis (AYB).
The adjusted profit of an accounting period shall be the profits of that period
These are all out-going and expenses wholly, exclusively and necessarily
company for the purpose of petroleum operations and which are deductible
computing the adjusted profit of any company for any accounting period.
(ii) All non-productive rents, the liability for which was incurred by the
(iii) All royalties, the liability for which was incurred by the company
during the relevant accounting period in respect of natural gas sold and
commercial manner;
(iv) All royalties, the liability for which was incurred by the company
(v) All sums the liability for which was incurred by the company to the
petroleum operations;
(vi) Sums incurred by way of interest upon any money borrowed by such
company, where the FIRS is satisfied that the interest was payable on
articles so employed;
(ix) Debts directly incurred to the company and proved to the satisfaction
of the FIRS to have become bad and doubtful in the accounting period
such bad or doubtful debts were due and payable prior to the
incurred; or
earlier defined.
drilling and the drilling of the first two appraisal wells in a particular
fixtures.
(xii) Where a deduction may be given under this section in respect of any
the case of any such society; scheme or fund as the Board may
prescribe;
(xiv) Such other deductions as may be prescribed by any rule made under
the PPTA;
(xv) With effect from 1st January 1999 interests on inter-company loans are
allowable deductions.
(i) any disbursement or expenses not being money wholly and exclusively
employed as capital;
(v) rent of or cost of repair to any premises or part of any premises not
(vi) any amounts incurred in respect of any income tax, profits tax, or other
(ix) any customs duty on goods (including articles or any other thing)
company; or
imported goods;
(xi) donations.
The assessable profit of any company for any accounting period shall be the
amount of the adjusted profit of that period after deduction of the amount of
any loss incurred by that company during any previous accounting period ‘and
COMPUTATIONS
To arrive at the assessable profits, there shall be deducted from the adjusted
profits:
(a) the amount of any loss incurred by the company during the previous
(b) for a new company, the amount of any loss incurred during its first
Note: Losses that cannot be fully deducted in any one period can be carried
Furthermore, the company has the right to defer the utilization of any loss
relief available to it. This is possible where within five months after the end of
the accounting period, the company elects in writing not to deduct the amount
of the loss or part thereof from the profits of the accounting period under
year’s accounting profits unless the company makes a similar election in that
following year.
102
NAE = Non-Allowable and taxable income not previously treated now added
back.
profit under PPTA is obtained when Balancing charges are added to and losses
The chargeable profits shall be the assessable profits, less capital allowances.
Plus:
xx xx
or;
This restriction is in order to ensure that the tax chargeable on the company is
not less than fifteen percent of the tax that would have been chargeable had no
COMPUTATION
expenditure”;
storage expenditure”;
basis as below:
once for any particular asset and at the appropriate rate percent
On-shore operations 5
CHARGES
development activities;
recovery projects;
(1) To lift crude oil which NNPC is unable to lift out of the
for each barrel not lifted. Such penalty is not allowable i.e. not
tax deductible.
namely:
other; or
Service, have not been made on the terms which might fairly
have been expected to have been made by independent persons
Transactions that are not considered to have been carried out at arm’s
For each accounting period the company shall make up accounts of its profits
following particulars:
that period;
At the end of the accounting period, the actual tax payable will be
required documents.
A copy of the audited accounts of the company together with copies of all the
particulars listed above are to be delivered to the Revenue Service within five
The Revenue Service may grant extension of the time limit if some good
company should submit to the Revenue Service, a return of its estimated tax
A revised estimated tax for the period will need to be submitted as well at any
time during the accounting period that the company is aware that the original
concluded.
All income tax computations made under sections 30 and 33 of PPTA shall be
made in the currency in which the transaction was effected. Accordingly, and
under section 35(1) of the PPTA shall also be made in the currency in which
the computation giving rise to the assessment was made. (section 37A1 and
A2).
operations in any form with a view to sharing the profits arising from such
joint venture under any scheme or arrangement, the Minister may make rules
modifying the provisions of the PPTA for the ascertainment of the tax to be
charged and assessed upon each of the companies involved. The effect of any
such rules shall not be to impose a greater burden of tax on any company
engaged in such partnership or joint venture than the proportion of its share of
and chargeable to tax as if it were resident either, directly or in the name of its
manager, or in the name of any other person who is resident in Nigeria and
for all matters required to be done by virtue of the Act for the
for paying any tax assessed and charged in the name of such person.
petroleum operations shall be answerable for doing all such acts as are
required to be done by virtue of the Act for the assessment and charge to tax of
to tax, in the name of the liquidator or receiver or any agent of the liquidator
or receiver, for any accounting period whether before, during or after the date
agent shall be answerable for doing all such acts as are required to be done by
virtue of the Act, for the assessment and charge to tax of such company and
holders thereof should not be made unless adequate provision has been made
for the payment in full of any tax which may be found payable by the
company.
The tax for any accounting period shall be payable in twelve equal monthly
due and payable not later than the third month of the accounting period. The
amount payable is one-twelfth of the estimated tax for the year. A “returns of
estimated tax” is expected to have been made by the company to the Revenue
Service in accordance with the provision of section 33(1) and should have
been filed not later than two months from the commencement of the
accounting period. It is the estimated tax on such returns that will be divided
Where the accounting period is less than one year, the amount payable shall be
installments are due and payable not later than the last day of the month in
question. The final installment is due and payable within twenty-one days after
the service of the notice of assessment of tax for the accounting period. The
amount of this final installment is the amount of tax assessed for the
accounting period less the total of the amounts paid by the twelve installments.
The payment dates in respect of each accounting period are summarised
below:
period
Where any tax is a subject of an objection or appeal, that tax shall be held
over, pending the result of the objection or appeal. Nevertheless, the Revenue
Service may enforce payment of that portion of the tax (if any) which is not in
dispute.
The tax outstanding under the assessment as determined on such objection or
While any additional sum to the amount held over is payable within one
month from the date of service of the notification of the tax payable.
Penalty: If any installment of tax due and payable is not paid within the
Offences Penalties
A fine of ₦10,000. Where the
offence arose from failure to
deliver accounts or particulars or
Failure to comply with the requirements of a returns, a further sum of ₦2,000
(a)
notice served by the Revenue Service. for each and every day during
which the failure continues. In
default of payment is
imprisonment for six months.
Failure to make up accounts of the company’s
(b) profits or losses and prepare necessary As for (a) above.
particulars.
The agreement will spell out in detail the rights and obligations
venture, that is, the production of crude oil from the concession
share in the venture. This is done when the operator makes calls
for the needed cash (cash calls). Each party also lifts crude oil,
in the joint venture. When NNPC is unable to lift all its share of
arrangement with NNPC, lift the balance, sell it and pass the
field operator. Each party accounts for and pays its petroleum
enter into agreement with NNPC for the production of crude oil
i. Royalty oil
Petroleum Profits Tax Act and the Deep Offshore and Inland
concession holder who will also lift the “tax oil”, sell same, and
prepare tax returns, submit same, and pay the PPT due. The
parties:
Rate
depth 18½%
depth 12%
depth 8%
In areas from 801 to 1,000 metres water
depth 4%
depth 0%
operations.
(greater than 200 meter water depth) and 7.5% for the frontier
natural gas will apply, but only when the price exceeds $20 per
Contract; and
them.
Contractor bears all the risk involved in E&P activities, but has no title
has the first option to buy back the crude oil produced, exercisable
Some of the cases so far with respect to taxation of oil & gas operation
include:
the Nigeria Agip Oil Company vs FIRS case where it was ruled
13(2) had always been part of the Act… the legislature intends
as though unrelated”
otherwise
The Tax appeal tribunal ruled that “…a company’s gas income
income”
otherwise
in the Act.
dismantled.
programme
Thus, redetermination does not create any tax exposure as the new
For example, Company A and B hold 60% and 40% interest in OML
100. Company C &D hold 70% and 30% respectively in OML 200.
Both OMLs straddle each other and the parties have decided to unitise
the fields.
If the estimated production from OMLs 100 and 200 are 160 and 40
provision that has been in the PPTA since its enactment in 1959, which
It is trite law that a latter will always supersede an old law on the same
object.
cooperate with oil & gas companies carry their petroleum operation
such expense for tax purposes, it is now becoming a reality that the
settled. Therefore, the expense can fit into cost incurred for the purpose
of petroleum operation.
(v) Joint filing of PPT returns
Aside from PSC arrangement where tax is filed based on the field
returns.
profits which are taken into account, under the provisions of this Act,
tax is charged, assessed and paid under the provisions of this Act’’.
One school of thought holds the view that the use of the phrase ‘to be
taxed under the companies Income Tax Act’ in section 11(2)(d) of the
PPTA suggests that gas income is not taken into account in the
gas operations.
gas’. Section 9 also states that ‘all income incidental to and arising
satisfied that:
the party responsible for the payment, thus this could be agreed
This is because the profit derived from such sale is not derived
Also, the sale/transfer of oil and gas asset will not fall under the
10%.
The stamp duty Act (SDA) requires that the transfer agreement
The difference under this model is that the interest in an oil &
equity share holding of the entity which the vehicle holding the
asset.
shares are not from direct petroleum operations. The gains from
sale of shares are not trading profits that are taxable under
development of the oil and gas sector in Nigeria, appreciate the administrative
procedure of the sector and be able to explain the specific definitions contained in the
Students are also expected to be conversant with the basis for the computation of
adjusted profits, assessable profit, chargeable profit, assessable tax, chargeable tax,
natural gas.
Question 1
Global oil and gas limited commenced crude oil production in Nigeria in 2009. The company
has provided the following financial report in respect of its operation for the accounting year
Donations 50,000,000
1. Posted price for crude oil exported average $52 per barrel (at an exchange rate of
N306 to $1)
2. Included in other income was N76,000,000 derived from transportation of crude oil to
operation cost.
3. The company entered into natural gas contract with Agip Limited. The value of the
contract was N1,310,000,000 and the load factor of the gas was 54.
costs.
5. The schedule of qualifying capital expenditure acquired during the year is as follows:
Date of Amount
Storage
Continental shelf of
6. The unutilized portion of capital allowance brought forward from last year was agreed
as N67,400,000, while the agreed capital allowance for the year was N177,000,000.
9. The amount of donation was expended wholly, exclusively and necessarily for the
10. A sum of N25,000,000 paid to another company to retrieve information relating to the
miscellaneous expenses.
11. Interest paid included N41,000,000 which was paid to an associated company. The
As a result of the need to meet up with the return deadline on payment of petroleum profit
The management of the company has engaged your firm of chartered accountants as tax
Required:
As the desk officer in charge of the petroleum profit tax matters in the accounting firm, the
principal partner has directed you to work on the file of Global oil and gas limited.
Specifically, you are to prepare and submit report on the following computations:
a. Assessable profit;
b. Chargeable profit;
Question 2
The profit and loss account of valley oil limited for year ended 31st December 2010 is a
shown below.
N N N
Export 140,000,000
Domestic 80,000,000
220,000,000
Less:
35,500,000 184,500,000
Less:
Depreciation 3,780,000
Custom Duties:
[a] Intangible drilling costs expended was N7,500,000 and this was capitalized accordingly.
[c] Below is the schedule of qualifying capital expenditure with dates of acquisition:
During the year, Plant and equipment imported with N20, 000,000 was located offshore at
[a] The sum of N250, 000 was depreciated but this was included in royalties and production
rentals
[b] Included in salaries and wages was the sum of N170, 000 paid to a lawyer who defended
the company in a charge of traffic offence that resulted into the death of a teenager.
[c]Erroneously included in general overhead is the sum of N280, 000 owed to the company
REQUIRED:
Compute the Petroleum Profit Tax payable by Valley Oil Limited showing clearly the
Question 3:
Mobil oil Plc entered into a gas contract with ANTARAONI oil of ITALY. The value of the
contract is $11,500,000. The load factor of the gas was recovered at 75%.
You are required to determine the value of the gas sold. (10marks)
Question 4:
The profit and loss account of ORIENTAL OIL PLC for year ended 31st December 2009 is
stated below:
N N N
Export 400,000,000
Domestic 230,000,000
630,000,000
Less:
233,820,000 396,180,000
Less:
Depreciation 8,880,000
Customs duties:
[a] Intangible drilling costs expended was N 10,250,000 and was capitalized by the
[c] Below is the schedule of qualifying capital expenditure with dates of acquisition.
During the year,Plant and Equipment imported with N30,000,000 was located offshore at
[d] The Accountant committed these errors in the books which were not discovered when the
1. The sum of N150, 000 depreciation on an asset was debited to general overheads
2. The figure of N240, 000 being cost of two laptops bought was debited to general
overheads
3. N2, 000,000 donated to Democratic Party of Nigeria was debited to Royalties and
productive rentals
REQUIRED: Compute the Petroleum Profit tax payable by Oriental Oil Plc showing clearly
the assessable profit, chargeable profit and tax payable for the relevant year. [20marks]
Solution to question 1
Workings 1:
Global Oil & Gas Limited
Computation of Petroleum Profit Tax for 2018 Tax Year
Revenue:
Sale of crude oil –Export:
(a) Higher of Actual Sales; and 5,700,000,000
(b) Adjusted Posted Price i.e. 380,000 * 52 *306 6,046,560,000 6,046,560,000
Sale of crude oil – Local 1,307,400,000
Sale of natural gas (See workings 1) 1,095,946,000
Other income – 256,200,000 – 76,000,000 180,200,000
Total Revenue 8,630,106,000
Total tax:
Chargeable tax
2,321,725,840
Tertiary Education Tax 60,013,843
Total tax 2,381,739,680
Workings 2:
Determination of Income from sale of natural gas
4 = 0.14 * 4 = 0.56
Workings 3:
Computation of Capital allowance
Lower of:
a. Capital Allowance claimable:
Balance B/F 67,400,000
For the year 177,000,000
PIA:
On-shore 5% * 47,000,000 2,350,000
Off-shore continental shelf of 130m 15% * 150,000,000 22,500,000 24,850,000
Total 269,250,000
Workings 4:
Determination of Tax payable on income from Transportation of Crude Oil
Solution to question 2
ASSESSMENT
ACQUISITION N ALLOWANCE
24,000,000
Investment tax credit on plant and equipment imported to be located at between 100 and 200
PAYABLE
N N
Add Back
Depreciation 3,780,000
Depreciation 250,000
Deduct
[128,605,000+5,580,000-7,500,000+0-0×2 }
102}
44,685,000
100,770,833
Solution to question 3:
OF ITALY.
70-75 14.3- X
70-80 = 14.3-13.6
= 5 = 14.3-X
8 14.3-13.6
= 0.35 = 14.3-X
X = 14.3-0.35
= 13.95%
STEP II COMPUTE THE DISCOUNT VALUE OF GAS SOLD
= $1,604,250
CONTRACT = $11,500,000
Solution to question 4
ASSESSMENT.
ACQUISITION N ALLOWANCE
4.PIPELINE &STORAGE
43,200,000
Investment tax credit on plant and equipment imported to be located at 250mwters depth of
Cost = N30,000,000
PAYABLE
N N
Add back:
4.Depraciation 8,880,000
22,355,000 22,355,000
Deduct
[314,632,850+22,355,000-
10,250,000+0-0x 2
102]
= 6,406,625
Year 43,200,000
Petroleum Investment
Allowance 6,000,000
74,860,000
[2] 85% of N320,331,225
= 272,281,541
262,081,541
RESTRUCTURING
3.0 PURPOSE
takeover;
existing one;
another;
transferred; and
3.1 INTRODUCTION
asset mix and alliance, etc., with a view to maximizing shareholders’ wealth and
improve firm value. A company can affect corporate restructuring through mergers
and acquisitions, leveraged buy outs, buy back of shares, spin-offs, joint venture and
strategic alliance.
3.2 MERGERS AND ACQUISITIONS
sector in the post-1995 and 2009 periods as a result of regulatory mandates issued by
the Central Bank of Nigeria, aimed at strengthening the capital base of Nigerian
Banks. A similar experience took place in the Nigerian Capital Market in the last
and Exchanges Commissions for capital market operators. The insurance sector also
As aged as the concept may be, mergers and acquisitions have long been recognized
terms, it allows companies to amongst other things, fuse together and consolidate
resources in order to enhance their output ratio even under harsh economic conditions,
During mergers and acquisitions, these companies reconstruct and re-engineer their
corporate structure. By way of amalgamation, they combine their existing organs and
acquisition.
A merger is very similar to an acquisition, except that in the case of merger, existing
stockholders of both companies involved retain a shared interest in the new combined
Under the Federal Competition and Consumer Protection Act (FCCPA) 2018 which
said to occur:
.... when one or more undertakings directly or indirectly acquire or establish direct or
indirect control over the whole or part of the business of another undertaking.
According to the Act, a merger may be achieved through a number of ways including
the purchase or lease of the shares, and interest or assets of the other undertaking in
The term “acquisition” was not defined by the Act. However, the scope of the
definition of mergers in the FCCPA is all encompassing and includes acquisitions and
“.... the take-over by one company of sufficient shares in another company to give the
transaction, where both firms cooperate, whereas a "takeover" suggests that the target
company resists or strongly opposes the purchase and it is often hostile. However,
because each acquisition, takeover, and merger are a unique case, with its own
peculiarities and reasons for undertaking the transaction, use of these terms tends to
overlap.
More importantly, one striking difference between both concepts is the fact that
sufficient shares, which in most instances occur against the interests of the target
Mergers, acquisitions, take-overs respectively, are not terms of art with clearly
distinguishable legal meanings. The terminologies are often interwoven and may all
There are commonly five types of mergers. The term chosen to describe the merger
conglomerate mergers.
competitors. This class of merger takes place between two firms or companies
that are involved in similar type of business. This type of merger is predicated
on the assumption that it will provide economies of scale from the larger unit
when they fuse together. The merger between the then Standard Trust Bank
(STB) and United Bank for Africa (UBA) to become today’s United Bank for
Africa Plc exemplifies what a horizontal merger is. Also, a merger between
Coca-Cola and the Pepsi beverage division, for example, would be horizontal
companies that compliment or depend on each other for its operation, with the
two companies operating at different levels within the same industry's supply
chain. For example, a merger between a textile producing firm and a cotton
producing industry is a vertical merger. Here the former depends on the latter.
One remarkable feature about this type of merger is the fact that one squarely
depends on the product of the other for survival. Such mergers ease the burden
would allow the automobile division to obtain better pricing on parts and have
better control over the manufacturing process. The parts division, in turn,
mergers: pure and mixed. Pure conglomerate mergers involve firms with
same competition in each of its two markets after the merger as the individual
firms were before the merger. One example of a conglomerate merger was the
merger between the Walt Disney Company and the American Broadcasting
Mergers and acquisitions are fast becoming ubiquitous in the everyday world of
international business and the astounding energy with which it is pursued gives
between companies that seek acquisitions to add value to their business by achieving
a better rate of growth, and those that identify takeover targets where they can capture
and exploit the value that already exists in the business, without necessarily creating
primarily are concerned with the potential financial benefits of takeovers. They look
for undervalued companies to buy cheaply and unlock the value quickly. This is
perhaps by breaking up the acquired company into smaller divisions that can be resold
There is a plethora of reasons why companies toe the line of mergers and acquisition
(1) Value creation: Two companies may undertake a merger to increase the
results in synergies that increase the value of a newly created business entity.
Essentially, synergy means that the value of a merged company exceeds the
sum of the values of two individual companies. Note that there are two types
of synergies:
(2) Revenue synergies: Synergies that primarily improve the company’s revenue-
and research and development (R&D) activities are only a few factors that can
(3) Cost synergies: Synergies that reduce the company’s cost structure. Generally,
technologies, and even elimination of certain costs. All these events may
For example, a company may use a merger to diversify its business operations
by entering into new markets or offering new products or services.
diversify its risk by adding the products of the latter to its lists of brands with a
Note that shareholders are not always content with situations when the merger
cases, the shareholders can easily diversify their risks through investment
growth over the years by increasing their performance levels and re-ploughing
back their profits into the business. This may be so where the opportunities’
profile in the traditional core business is stagnant and any marginal cash
investment may not yield the expected optimal returns. Mergers and
consideration of the fact that diversifying away from core areas reduce risk
(6) Acquisition of Technical staff and Assets: Mergers and acquisitions can also
result from the decision of the acquiring company to ‘poach’ the talented staff
know-how. Such members of staff are usually assured that their positions are
not in any way threatened, and that they stand the chance of an elevation in
status in the enlarged company. The acquisition may as well prove extremely
beneficial in this regard as it would have saved the acquiring company the
the hostile takeover of National Cash Register (NCR) Corporation, then the
Telegraph (AT & T) another mobile giant, to take advantage of its technical
staff and beef up the sagging fortunes of AT & T’s computer business.
result, a consolidated entity will secure a higher financial capacity that can be
(8) Tax purposes: Where the target company is smaller in size but possesses cash
advantages for its own use may acquire it. The unused tax benefits such as loss
reliefs and unrecouped capital allowances may also attract the likelihood of
merger deals in which case the acquiring company may decide to merge with
which can be used to avoid tax hitherto would have been paid had the
(9) Economic Factors: Mergers and acquisitions can also take place for purposes
the returns in the industry is tilted in favour of few industrial giants, the
smaller members of the industry may merge their interests in order to be able
In the course of M&A, a wide range of government agencies and professional experts
play distinct roles ranging from approval to sanctioning of the merger, to the advisory
roles played by professional experts to assist sort out technical issues and strengthen
Previously, the Investment and Securities Act (ISA) governed mergers in Nigeria and
it empowered the Securities and Exchange Commission (SEC) to regulate all merger
Protection Act repealed the provisions of ISA as they apply to mergers and introduced
a change in the regulatory framework, stripping the SEC of its powers and conferring
established under it. The role of the SEC in relation to mergers is now in the exercise
of its primary function as the regulator of the capital market. The regulatory purview
of the SEC is restricted to considering the fairness among shareholders in mergers and
Other agencies involved in M&A include; the Federal High Court, Corporate Affairs
ACQUISITIONS
One of the most important and lengthy processes in an M&A deal is Due Diligence.
Due diligence is the process of systematically researching and verifying the accuracy
of a statement. A potential M&A deal involves several types of due diligence, and due
Tax Due Diligence involves the examination of the tax assets and liabilities of the
target company, to ascertain present and future tax exposures that the post-merger
entity may have to contend with. It involves a review of all taxes the target company
reporting of taxes and verifying the status of any tax-related case pending with the tax
authorities.
What is the target's level of tax compliance with respect to Companies Income Tax
(CIT), Tertiary Education Tax (TET), Capital Gains Tax (CGT), Withholding tax,
Value added tax, information technology levy and payroll related taxes?
What are the available tax assets (e.g. unrelieved capital allowances, unabsorbed tax
What is the quantum of non-allowable tax expenses and/or deductions in the target's
What are the prospects for the applicability of the commencement and/or cessation tax
With regards to taxes, all mergers and acquisition are treated in accordance with the
provisions of the Nigerian tax laws. Also, the Federal Inland Revenue Service
(“FIRS” or “the Service” or “the Board”) Information Circular No. 2006/04 of
the provisions of the tax laws was issued to assist in guiding the tax treatment of
business combinations.
(CITA)
The CITA in Section 29(12) CapC21, LFN, 2004 (as amended) provides that ‘‘no
company shall take place without having obtained the Board’s direction under
subsection 9 of this section and clearance with respect to any tax that may be due and
payable under the Capital Gains Tax Act’’. The implication of this provision is that
the approval of the FIRS is a necessary condition for the completion of the process in
consummated without the companies involved having obtained the consent of the
FIRS.
From the start, the merging companies are required to submit to the Service, copies of
the scheme of merger and scheme of arrangement on the consolidation request as well
as the due diligence report covering aspect of taxes of the integrating entities, for
proper study and evaluation in order to ensure that taxes which may result from the
companies’ transactions are correctly assessed and collected. Herein lies the relevance
of the Board’s powers under section 29(9)(c)(i) to require either of the companies
directly affected by any direction which is under the consideration of the Board to
guarantee or give security to its satisfaction for payment in full of all taxes due or to
become due by the company which is selling or transferring such asset or business.
(2) Continuation of the consolidated business by one of the merging parties, in its
Where a new company emerges from a merger process, then, the new company is
expected to file its returns, in line with the provisions of Section 55(2)(b) of CITA,
CAP 21, LFN 2004 (as amended). The section provides that every new company shall
file with the Board, its audited accounts and returns within eighteen (18) months from
the date of its incorporation or not later than six (6) months after the end of its first
accounting period as defined in Section 29(3) of CITA, CAP 21, LFN 2004 (as
name does not make an existing business entity a new company. Such companies will
Commencement rule as provided under Section 29(3) will apply to the new company.
However, where the merging parties are connected parties (Section 29(10) of CITA)
or the new business is a reconstituted company (under Part II of the Companies and
Allied Matters Act Cap.C20 LFN 2004) taking over the trade or business formerly run
by its foreign parent company (Section 29(10) of CITA), then the Service may direct
that commencement rule be set aside, in which case, the new company will file its
returns as a going concern and its assessment will be determined on preceding year
basis.
CITA did not categorically address the value at which assets may be transferred for
(IAS) 22 prescribes that in merger accounting, the assets, liabilities and reserves must
be recorded at their carrying balances, implying that merger process does not permit
the recording of assets at their fair value in the event of consolidation. The new
company will therefore not be entitled to any investment allowance claim or initial
allowance on the transferred assets; it will only be entitled to claim annual allowance
BROUGHT FORWARD
The new company may also not be permitted to inherit the unabsorbed losses and
under Part II of the Companies and Allied Matters Act Cap.C20 LFN 2004 is carrying
on the same business previously carried on by this company and it is proved that the
losses have not been allowed against any assessable profits or income of that
company for any such year; in that case the amount of unabsorbed losses shall be
(1) Stamp Duties: Duty payment will arise on the share capital of the new
company, subject to the provisions of Section 104 of the Stamp Duties Act, in
(2) Consolidated Expenses: Fees paid to statutory bodies such as SEC, NSE,
(VAT) and Withholding Tax (WHT) at the rates of 5% and 10% respectively.
(4) Tax Indemnification: Section 29(9)(i) of CITA provides that the Board may
require the new company to guarantee or give security for payment in full, for
any tax due or that may become due by any of the ceased companies.
one of the merging companies survives with its old name or a new name to
inherit the assets, liabilities, reserves and entire operations of the merging
The surviving company must file its returns in line with the provisions of
the assets which were transferred to it and will also not claim initial allowance
on such assets.
The surviving company may however claim annual allowance only on the Tax
The surviving company may not inherit the unabsorbed losses and capital
All fees payable on merger bids or consolidation will be liable to VAT and
cessation of business for any of the merging parties. In this case, cessation rule
as applicable under section 29(4) of CITA will apply to any of the merging
companies which have now ceased business permanently, except if any of the
where the merging companies are connected. Here, the Board may direct, in
line with its discretionary powers, under section 29(9) of CITA that the
formerly run by its foreign parent company (see Section 29(10) of CITA).
(6) Capital Gains Tax on Shares or Cash Received: Section 32 of Capital Gains
Tax Act (CGTA) Cap C1 LFN 2004 provides that a person shall not be
chargeable to tax under the Act, in respect of any gains arising from the
lost its identity. However, where shareholders are either wholly or partly paid
in cash for surrendering their shares in the ceased business, the gains arising
TAKEOVERS
Generally, there are two basic structures that can be used in the purchase and sale of a
business:
(1) Asset Deal: acquisition of the assets of the business from the target company;
or
(2) Share Deal: acquisition of the shares of the target company from the
company’s shareholders. In a share deal, the investor simply buys the business
for example, the target company holds critical licenses that cannot be transferred to
the buyer on an Asset Deal. In other cases, tax considerations will be determinative of
the structure – if, for example, the target company has substantial tax losses that could
be utilized by the buyer, a Share Deal may be preferable. In other cases still, the
relative preference of the buyer and vendor for either a Share Deal or an Asset Deal
will factor into the negotiations. Below are some of the most important considerations
(1) Liability:
In a Share Deal, the buyer will acquire the target company, including all of its
inherent liabilities. This generally includes liabilities for taxes; income and
non-income tax liabilities. In an Asset Deal, the buyer does not inherit the
taxes such as Value Added Tax, Capital Gains Tax, etc. may be applicable. In
Asset Deals, the buyer only inherits those liabilities that it specifically assumes
(2) Flexibility:
In a Share Deal, the buyer has very limited flexibility in which assets of the
target company it acquires. The buyer will acquire the shares of the target
company and will therefore indirectly take ownership of all of the target
company’s assets. In an Asset Deal, the buyer has the flexibility as to which
purchased. Frequently, a purchase price is set for the business as a whole, and
Generally, the buyer will want to allocate a higher amount to assets which
have a high rate of tax depreciation. This would allow the buyer to claim
greater deductions against any income earned in the business going forward.
On the other hand, a vendor will generally want to allocate a lower amount to
This issue does not arise in a Share Deal. The tax cost of each asset remains
the same both before and after the purchase of the target company’s shares, as
In a Share Deal, Capital Gains Tax (CGT) does not apply on the sale of shares,
while in an Asset Deal, CGT is applicable on the gains from the sale of the
assets.
Liability Acquires the entity including the Only inherits those liabilities that it
agreement
Tax Costs of Tax cost of each asset remains the A value must be assigned to each
Assets same both before and after the asset that is being purchased.
corporation’s shares
Capital Gains No CGT on the sale of shares CGT applicable on the gains from
In the case where a new company emerges from the business combination, the new
company may apply for tax incentives such as Pioneer Status Incentive (PSI). The
Pioneer Status Incentive confers corporate income tax exemption for up to five years
Nigeria’s Gazetted List of Pioneer Industries and Products. The tax holiday is initially
granted for three years and renewed for one to two years.
(b) know the benefits associated with mergers, acquisitions and takeover;
(c) understand the issues to consider before a merger or acquisition can take place;
(e) know the tax issues in a merger and acquisition transactions; and
Question 1
(a) Explain what you understand by the terms: Mergers, Acquisitions and
Mergers
(b) Explain the tax implications of a merger between two companies where
one of the companies inherits all the assets and operations of the merging
companies.
Question 2
Describe the tax implications of selling or transferring a company to another
company in which both companies belong to the same holding company?
SOLUTION TO END OF CHAPTER QUESTIONS
4.1 INTRODUCTION
Agribusiness can be defined as the sector involved in the production, processing and
distribution of agricultural goods and services, and it includes all related activities. The
business has moved positively towards meeting consumer demands by controlling
production and distribution processes.
Section 11(4) of the Companies Income Tax Act Cap C21 LFN 2004 as amended
further defines agricultural trade or business as any trade or business connected with -
the establishment or management of plantations for the production of rubber, oil palm,
cocoa, coffee, tea and similar crops; the cultivation or production of cereal crops,
tuber, fruits of all kinds, cotton, beans, groundnuts, sheanuts, beniseed, vegetables,
pineapples, bananas and plantains; animal husbandry, that is to say poultry, piggery,
cattle, rearing, fish farming and deep sea fish-trawling”.
iii. Companies engaged in agriculture are subject to tax at 20% for the year of
assessment in which a company commenced business and the next
following four years of assessment where the turnover is less than ₦1
million. (Section 40 (7) CITA)
vii. Companies in the agro-allied business do not have their capital allowance
restricted. It is granted in full i.e. 100%. (Paragraph 24 (7) of Schedule 2 of
the CITA)
viii. Companies engaged in wholly agricultural activities are entitled to carry
forward unutilized capital allowances indefinitely.
x. Certain types of agricultural products are duty free upon importation; these
include all agricultural and agro-industrial machines and equipment with HS
Headings 84, 85, 90 and 94.06 enjoy zero percent (0%) import duty2
xii. Up to 75% guarantee for all loans granted by commercial banks for
agricultural production and processing under the Agricultural Credit
Guarantee Scheme Fund (ACGSF) administered by the Central Bank of
Nigeria.
xiii. Interest Drawback Program Fund: 60% repayment of interest paid by those
who borrow from banks under the ACGSF, for the purpose of cassava
production and processing provided such borrowers repay their loans on
schedule.
Capital allowances are granted in lieu of depreciation which is usually disallowed for
income tax purposes. Accounting depreciation is the systematic allocation of the
depreciable amount of an asset over its useful life. From a tax perspective, the cost of
assets is capital in nature and is therefore not deductible.
The term Capital allowances covers initial, annual, investment and balancing
allowance/(charge).
Initial allowance is a relief that is granted in the year of assessment in which the
qualifying capital expenditure was incurred. It is granted in full irrespective of when
the asset was acquired.
Annual allowance on the other hand is granted every year on the residue of
expenditure of an asset until fully written off.
Balancing allowance is the excess of Tax Written Down Value (TWDV) over and
above the sale proceeds on eventual disposal of an asset. The implication of balancing
allowance is that the total capital allowances already granted to the taxpayer is less than
the value of fixed asset used up in the production of income for the taxpayer.
Balancing charge is the excess of sales proceeds over and above the TWDV on
eventual disposal of an asset.
4.6 DOUBLE TAX TREATY (DTT) PROVISIONS ON IMMOVABLE PROPERTIES AND ITS
APPLICATION TO AGRICULTURE AND FORESTRY
Article 6 of the Nigeria Double Tax Treaty on income from immovable property
stipulates that:
2. The term “immovable property” shall have the meaning which it has under the
law of the Contracting State in which the property accessory to immovable
property, livestock and equipment used in agriculture and forestry, rights to
which the provisions of general law respecting landed property apply, usufruct
of immovable property and right to work, mineral deposits, sources and other
natural resources. Ships and aircraft shall not be regarded as immovable
property.
3. The provisions of paragraph 1 shall apply to income derived from the direct
use, letting or use in any other form of immovable property.
4. The provisions of paragraph 1 and 3 shall also apply to the income from
immovable property of an enterprise and to income from immovable property
used for the performance of independent personal services.
Question 1
Expenses:
Preliminary expenses 50,000 50,000 50,000
Purchase: Cockrels 28,000 4,000 -
Poultry feeds 171,000 134,900 151,620
Wages and salaries 100,000 131,000 135,000
Depreciation:
- Plant and machinery 30,000 31,500 31,500
- Office furniture and fittings 28,640 30,280 30,280
Drugs and medicines for animals 26,500 28,200 29,000
Interest on bank loan - 34,200 36,000
General expenses 83,000 83,440 103,000
Increase in closing inventory:
(animals and crops for resale) - (8,400) (10,200)
Net profit/(loss) (326,960) 118,880 103,800
190,000 638,000 660,000
N
(i) Stamp duties and registration expenses 30,000
(ii) Cost of initial clearing and cultivation of land for Plantation 70,000
(iii) Cost of nursery plants purchased from Ministry of Agriculture 130,000
(iv) Another nursery plants purchased from an Institute of
Agriculture 91,440
(v) Cost of labour and technical expertise on the first planting
operation on plantations 56,060
(vi) Gratifications to local chiefs and heads of families, so as to
attract labourers to the farm 22,500
400,000
Required: Compute the company’s tax liabilities, if any, for the relevant
years of assessment.
Question 2
ABC Limited which is into agricultural produce reported an adjusted (assessable) profit of
N14,000,000 for 2018. However, its capital allowance claim for the year is N12,000,000.
Required: Compute the Income Tax payable in the relevant tax year
Solution to question 1
AGRO ALLIED LIMITED
COMPUTATION OF TAX LIABILITIES
N N
Assessment year – 2015
(Based on 1/7/15 – 31/12/15)
Loss for the period (w iii) (109,250)
Unrelieved Loss c/f (109,250)
Capital allowances (w iv) 228,624
Capital allowances c/f 228,624
Taxable profit NIL
4,053
Total profit
Workings:
(i) Computation of adjusted profits/(loss)
Year ended June 30,
2016 2017 2018
N N N
Net profit/(loss) per accounts (326,960) 118,880 103,800
Add:
Disallowable expenses
- preliminary expenses 50,000 50,000 50,000
- Depreciation:
Plant and machinery 30,000 31,500 31,5000
Office furniture and fittings 28,460 30,280 30,280
Adjusted profit/(loss) (218,500) 230,660 215,580
Assessment Year
2016
Annual allowance 0 (8,896) (182,428) 0 (15,188) 206,512
W.D.V. c/f 0 17,792 10 0 45,562
Assessment Year
2017
Annual allowance 0 (8,896) (0) 0 (15,188) 24,084
W.D.V. c/f 0 8,896 10 0 30,374
N N N N N N
Assessment Year
2018
Additions
- Jan. 2017 –
Spraying equip. 0 0 0 120,000 0 0
- June 2017 – Agric
tractor 0 0 0 47,000 0
0 8,896 10 167,000 30,374 0
Allowances
Investment allow. 0 0 0 0 0 16,400
Initial allowance 0 0 0 (158,650) 0 156,650
Annual allowance 0 (8,886) 0 0 (15,188) 24,074
W.D.V c/f 0 10 10 8,350 15,186 197,124
Assessment Year –
2019
Addition
- Dec. 2017 - 142,000 0 0 0 0 0
Building
142,000 10 10 4,350 10,125
Allowances
Initial allowance (21,300) 0 0 0 0 21,300
Annual allowance (12,070) 0 0 0 (15,105) 27,175
W.D.V. c/f 108,630 10 10 4,350 10 48,475
Notes:
(a) Certain expenses included in preliminary expenses have been capitalised as qualifying
plantation expenditure in accordance with the provision of Para 1 (1) of schedule 2 to CITA.
The capitalised costs consist of: N
(i) Cost of initial clearing and cultivation 70,000
(ii) Cost of nursery plants (N130,000+N91,440)
for first planting 221,440
(iii) Cost of labour and technical expertise on
first planting 56,060
347,500
(b) Stamp duties and registration expenses have been disallowed, as they are incurred in
bringing the company into existence and not for the purpose of producing the profits assessable
to tax.
(c) Gratifications to local chiefs and heads of families, have been disallowed because the
expenditure was not incurred wholly and exclusively, for the purpose of producing the
company’s profit or loss.
Solution to question 2
ABC LIMITED
COMPUTATION OF INCOME TAX PAYABLE IN 2019 TAX YEAR
Assessable Profit N N
5.0 PURPOSE
After studying this chapter, readers should be able to:
(a) Understand the major provisions of The Industrial Development (Income
Tax Relief) Act, 1971 and how they apply to companies with pioneer status;
(b) Know the application guidelines for pioneer status incentive issued by Federal
Ministry of Industry, Trade and Investment in 2017;
(c) Know the conditions for qualifying for pioneer status incentive;
(d) Know the importance of production day to a pioneer company;
(e) Know the duration of the relief and procedure for getting additional years;
(f) Know the reports and documents to be filed by a pioneer company during the
pioneer period;
(g) Be able to prepare income tax computations by applying the relevant
provisions of Company Income Tax Act and Industrial Development (Income
Tax Relief) Act; and
(h) Know the offences and penalties as specified by the Act.
5.1 INTRODUCTION
One of the investment incentives available to industries in Nigeria is contained in the
Industrial Development (Income Tax Relief) Act, which grants tax holidays to
companies in the industries that meet the conditions for being designated “Pioneer
Industries”. The tax holiday is usually for an initial period of three years but can be
extended for an additional two years’ maximum.
The Industrial Development (Income Tax Relief) Act 1971 (IDA 1971) came into
force on 1 April 1970.
On 2 August 2017, the Federal Executive Council approved a new Pioneer Status
Incentive Policy based on a comprehensive review of the scheme recently concluded.
As part of the new regime, 27 new industries were added to the list of eligible
industries while new Application Guidelines was issued. Below are the summary of
the Policy and the Guidelines for application for PSI.
It is important to note that both due diligence fee and service charge
deposit are deductible from the total service charge, over the pioneer
period. However, if no profit is made during the pioneer period, all fees
are non-refundable.
Also, please note that the NIPC shall make a monitoring and
evaluation visit to the applicants’ project. The PSI extension applicant
is only responsible for transporting three NIPC staff between the
airport or bus station, the project location and their accommodation.
No fee is payable to NIPC for the monitoring and evaluation visit.
5.6.3 CERTIFICATES
1. For new PSI applications, two certificates will be issued to a company
with a qualifying project and they include:
a. Production day certificate: Upon determination of a project’s
production day, IID will issue a production day certificate to
the company.
b. Pioneer certificate: Upon receipt of a copy of the production
day certificate from IID, NIPC will issue a pioneer certificate to
the company.
2. For PSI extension applications, two certificates will be issued to a
company with a qualifying project and they are:
a. Certificate of qualifying capital expenditure: this is issued to
companies by the FIRS prior to applying for PSI extension
within a month before the expiration of the initial PSI period.
b. Pioneer extension certificate: Upon reaching a decision to
extend a company’s PSI, NIPC will issue a pioneer extension
certificate to the company.
Notwithstanding the above, the NIPC shall reserve the right to proceed with
the cancellation of a beneficiary’s PSI certificate following two reminders sent
to the company’s registered address and/or correspondence email address
provided in its application form or most recent annual performance report.
2. Payment of Fees:
Applicants for PSI are required to pay all fees due within the stipulated
timeframe. The applicable NIPC service fee schedule shall be made
available on the websites of FMITI and NIPC.
Failure to make fee payment shall result in the same implication as
non-submission of annual report discussed above.
All fees are to be paid into NIPC’s account only (payment details shall
be provided on NIPC’s service fee schedule).
The NIPC shall publish the PSI impact assessment report on its
website with data presented in an aggregated format.
The production day is therefore the date in which the pioneer period is deemed
to commence. It is the day when production commenced in commercial
quantity.
Where an extension of pioneer status is required, not less than 30 days after
the end of the initial pioneer period, the application for an extension must be
filed with the NIPC together with the pioneer certificate, as the certificate
must be replaced if the application is eventually granted.
If certain requirements are met, the council may, at the end of the three years
extend the tax relief period for one-year period of two years.
5.17 LOSSES
Where the FIRS is satisfied that a PSI company has incurred a loss in any
accounting period within the tax relief period, it shall issue a certificate to the
company accordingly. (IDA Section 10(6)).
In determining whether such a loss has been made, the FIRS may in its
absolute discretion exclude such sum as may be in excess of an amount
appearing to it to be just and reasonable in respect of –
i. remuneration to directors of the company;
ii. interest, service, agency or other similar charges made by a person who
is a shareholder of the company or by a person controlled by such
shareholder (IDA Section 13(3)).
For each accounting period, the Revenue Service shall issue to the pioneer
company a statement showing the amount of the income or loss for that
period.
Net loss means the aggregate of losses incurred during the tax relief period
after deduction of profits, if any, made at any time during that period.
Any dispute between the FIRS and the PSI company with regards to the
statement of income or loss issued by the FIRS shall be subject to objection
and appeal in like manner as if such statement were an assessment under
CITA.
5.21.2 Penalties
Any person who is guilty of any of the above offences, shall be liable
on conviction to a fine not exceeding N1,000 or to imprisonment for
five years or to both such fine and imprisonment.
Question 1
Clever-man Manufacturing Company Limited was incorporated on 14th November 2017. The company
commenced business of manufacturing paints and industrial chemicals on 1st March 2018 and applied
for pioneer tax holiday immediately. The NIPC approved the company’s pioneer application and issued
pioneer certificate with production day as 1st June 2018.
The operating results of the company for 2019 to 2023 are as follows:
Cost of Sales:
Paint (Industrial) 1,100,000 1,800,000 2,300,000 2,900,000 3,400,000
Paint (Domestic) 220,000 480,000 500,000 520,000 650,000
Chemicals 3,000 3,600 5,000 6,800 8,000
1,323,000 2,283,600 2,805,000 3,426,800 4,058,000
Operating Expenses:
Payroll costs 110,000 112,500 130,000 150,000 190,800
Insurance costs 12,000 15,000 15,000 18,000 20,000
Repairs& Maintenance 25,000 15,500 32,000 28,000 36,200
Rent & Leases 35,000 38,800 42,000 68,000 68,000
Marketing costs 100,000 130,200 150,000 180,000 200,000
Supplies 22,000 35,000 41,000 68,000 58,000
Admin Costs 150,000 135,000 155,000 170,000 200,000
Depreciation:
Factory Plants 68,000 72,000 80,000 120,000 160,000
Other Assets 25,800 30,200 45,600 55,000 60,800
General Expenses 8,200 10,000 18,000 22,000 30,200
Bad debt 62,000 25,000 42,000 80,000 75,000
618,000 619,200 750,600 959,000 1,099,000
Net Profit/(Loss) 85,000 33,200 86,400 19,200 (89,000)
Additional Information:
1. The Pioneer certificate issued to the company is only in respect of manufacturing of Paint and
was only for three years as the extension sought by company was not approved.
2. Annual payroll costs excludes the below overtime and other incentives paid to factory staff:
2019 2020 2021 2022 2023
N’000 N’000 N’000 N’000 N’000
6,000 8,600 12,850 14,000 15,800
3. Repairs & Maintenance costs includes annual costs of servicing the personal generators of the
MD. The costs are given as 2019 N1,500,000; 2020 N2,500,000; 2021 N4,000,000; 2022
N3,600,000 and 2023 N6,000,000.
4. Marketing costs includes cash paid as PR annually to executives of some of the company’s
major customers as a show of appreciation for patronizing the company’s products. PR paid
are: 2019 N18,000,000; 2020 N22,500,000; 2021 N35,000,000; 2022 N46,000,000 and 2023
N50,000,000.
5. General Expenses includes fines and other penalties paid to Local Government officials and
other Governmental Agencies. The fines paid are: 2019 N1,300,000; 2020 N1,500,000; 2021
N2,000,000; 2022 N3,800,000 and 2023 N5,600,000.
6. Bad debt include general provision for bad and doubtful debt as follows: 2019 N14,800,000;
2020 N16,000,000; 2021 N9,550,000; 2022 N26,500,000 and 2023 N25,200,000.
9. Note: For purpose of Chemical business, ignore capital allowance and operating expenses.
Required: Compute the income tax liability of Clever-man Manufacturing Limited for the relevant tax
years.
Less:
Capital Allowance:
Balance B/F 1,014,960
For the Year 355,306
Total 1,370,266
Relief (237,080) (237,080)
Unrelieved Capital allowance C/F 1,133,186
Less:
Capital Allowance:
Balance B/F 1,133,186
For the Year 341,306
Total 1,474,492
Relief (237,080) (237,080)
Unrelieved Capital allowance C/F 1,237,412
Less:
Capital Allowance:
Balance B/F 1,237,412
For the Year 333,806
Total 1,571,218
Relief (172,100) (172,100)
Unrelieved Capital allowance C/F 1,399,118
Workings
1. Determination of Basis Period for Assessment, Assessable Profit, Basis Period for Capital
Allowance and QCE Allocation
YOA Basis Period for Assessable Basis period for Capital QCE Allocation
Assessment Profit Allowance
N’000
2021 1/6/2021 – 31/12/2021 1/6/2021 – 31/12/2021 Factory Building
6/12 x 237,080 118,540 Factory P&M
Trailers, MV,
Admin Building
Office Equipment
Generator
2024 Less:
A.A 76,264 94,792 94,792 26,917 11,375 18,667 6,500 4,500 333,806
T.W.D.V 457,583 - - 161,500 - - 6,500 13,500 333,806
A free trade zone established under the Act may be operated and managed by a public,
private or a combination of public and private entity under the supervision of and with the
approval of Nigeria Export Processing Zones Authority.
The Nigerian Export Processing Zones Act makes provisions for certain approved activities
and also gives the NEPZA the authority to prescribe such activities from time to time. The
approved activities as provided by the Act include:
Question 1:
Companies operating in a free zone are exempted from taxes. Give examples
of specific tax implications of operating within a free zone in Nigeria
Question 2:
The Nigerian Export Processing Zone Act 2004 under Part 5 Section 15 gave a list of
reporting requirement for every approved enterprises operating within a free zone.
Give five examples of these reporting requirements.
6.14 SOLUTION TO END OF CHAPTER QUESTIONS
Solution to question 1
The following are the specific tax implications of operating within a Free Zone:
Solution to question 2:
The following are the reporting requirements for approved enterprise operating within
a Free Zone as specified under Part 5 Section 15 of NEPZ Act 2004:
1. Every Free Zone Enterprise shall keep accounting records sufficient to
show and explain the transactions of such Free Zone Enterprise and be
such as to disclose with reasonable accuracy, at any time, the financial
position of the Free Zone Enterprise at that time and enable the directors
to ensure that any balance sheet and profit and loss account of the Free
Zone Enterprise prepared under these Regulations complies with the
requirements of these Regulations.
2. The accounting records shall in particular contain a record of the assets
and liabilities of the Free Zone Enterprise and entries from day to day of
all sums of money received and expended by the Free Zone Enterprise
and the matters in respect of which the receipt and expenditure takes
place.
3. The accounting records of each Free zone Enterprise shall be kept at its
registered office in the Free Zone and shall at all times be open to
inspection by the officers of the Free Zone Enterprise Registrar and by
its Owner and representatives of the Owner.
4. The first "financial year" of each Free Zone Enterprise (FZE) shall
commence on the date of its registration as disclosed in its Certificate of
Formation. The Owner may determine the length of the financial year of
its Free Zone Enterprise by declaration (a copy of which shall be
delivered to the Free Zone Registry within 7 days of being made and
details thereof promptly entered in the FZE Register) provided that no
first financial year may exceed 18 months or be for less than 6 months.
Subject to the provisions of Section 15(E) below, successive financial
years shall be of 12 months duration beginning immediately after the
end of the previous financial year.
5. The Owner of a Free Zone Enterprise may alter the financial year of its
Free Zone Enterprise by Declaration (a copy of which shall be delivered
to the Free Zone Registry and details thereof promptly entered in the
FZE Register) save that in no case may the financial year of a Free Zone
Enterprise exceed 15 months or be shorter than 6 months.
6. The directors of every Free Zone Enterprise shall prepare for each
financial year of the Free Zone Enterprise a balance sheet as at the last
day of its financial year and a profit and loss account.
7. The balance sheet shall give a true and fair view of the state of affairs of
the Free Zone Enterprise as at the end of the financial year and the profit
and loss account shall give a true and fair view of the profit and loss of
the Free Zone Enterprise for the financial year.
8. The Authority reserves the right to require that the balance sheet and
profit and loss account of each Free Zone Enterprise comply with
provisions to be set down by it from time to time.
9. Where any Free Zone Enterprise owns any other Free Zone Enterprise
or owns more than half the shares in or otherwise controls any other
company or Enterprise the first mentioned Free Zone Enterprise should
also prepare group accounts on a consolidated basis. Where any Free
Zone Enterprise neither owns less than half the shares in a company or
other Enterprise (not being a Free Zone Enterprise) nor controls such
company or Enterprise but nevertheless is in a position to exercise a
significant influence over such company or other Enterprise, then such
company or other Enterprise shall be treated as an associated company
for accounting purposes.
10. The annual accounts of each Free Zone Enterprise shall be approved by
its directors and signed by or on behalf of the directors. At least one
director shall sign the balance sheet and profit and loss account of the
Free Zone Enterprise.
11. A copy of the annual accounts of each Free Zone Enterprise shall be
delivered to the Free Zone Registry within 3 months of the end of the
financial year of the Free Zone Enterprise or such longer period as the
Authority may determine.
12. Each Free Zone Enterprise shall be required to appoint auditors from
among those approved by the Authority to make a report to the Owner
of the Free Zone Enterprise on all annual accounts of the Free Zone
Enterprise and state whether, in the auditor's opinion, such annual
accounts have been properly prepared in accordance with these
Regulations and whether a true and fair view is given:
i. In the case of the balance sheet of the Free Zone Enterprise of the state
of affairs of the Free Zone Enterprise at the end of its financial year,
ii. In the case of the profit and loss account of the Free Zone Enterprise,
of the profit and loss of the Free Zone Enterprise for the financial year
and
iii. In the case of annual accounts of the Free Zone Enterprise prepared
on a consolidated basis, of the state of affairs as at the end of the financial
year and the profit or loss for the financial year of the undertakings
included in the consolidation.
13. The Free Zone Enterprise shall deliver a copy of the auditor's report
(duly signed by the auditors) to the Free Zone Registry, together with
the annual accounts
14. Where the total net assets of a Free Zone Enterprise fall below 75% of
its share capital the director(s) shall, not later than 15 days from the
earliest day on which that fact is known to a director, duly notify the
Free Zone Registry and the Owner which shall, within 7 days of such
notification to it, take such steps as may be appropriate to remedy the
situation so as to ensure that the net assets of such Free Zone
Enterprise are restored to at least 75% of its share capital as soon as
reasonably practicable.
CHAPTER 7:TAXATION OF MINING OF SOLID MINERALS
7.0 PURPOSE
(a) At the end of this chapter, candidates are expected to:
(b) Know the administration procedure of mining business in Nigeria;
(c) Know the incentives available for mining operation in Nigeria;
(d) Know the minerals titles;
(e) Know the environmental considerations and rights of host
communities;
(f) Know the offences and penalties;
(g) Know the basis for computation of capital allowances;
(h) Understand the process of computing total profits;
(i) Understand the treatment of losses;
(j) Understand the scope and administration of the Nigeria Extractive
Industries; and Transparency Initiative (NEITI).
(j) prescribe measures for the general welfare and safety of workers
engaged in mineral resources operations;
(1) There shall be established within six (6) months of the coming
into effect of this Act a Mining Cadastre Office with the
responsibility for the administration of mineral titles and the
maintenance of the cadastral registers.
(4) In order to fulfil its functions under this Act the Mining Cadastre
Office shall operate as the sole agency responsible for the
administration of mineral titles.
7.1.5 PRIORITY
(1) For the purposes of carrying out his functions under this
Act, the Minister shall establish in the Ministry:
7.1.18 REGULATIONS
The Mining Act under Section 46 makes the following provisions with
regards to a mineral title:
1. The right to search for or exploit mineral resources is obtained
through one of the following mineral titles in the form of:
i. a reconnaissance permit;
ii. an exploration licence;
iii. a small-scale mining lease;
iv. a mining lease;
v. a quarry lease; and
vi. a water use permit.
2. Subject to the exceptions provided in this Act, any person that
undertakes or is involved in the search for or exploitation of
mineral resources without the requisite mineral title or authority
shall be guilty of an offence.
3. Any mineral title issued under this Act shall be subject to such
conditions as may be prescribed in the licence or lease or by
regulation made under this Act.
4. The form of all mineral titles shall be prescribed.
According to S.93 “No person, other than an officer of the Ministry authorised
in that behalf by the Minister and acting in the execution of his duty shall
possess any mineral unless-
(a) the mineral is Won from mineral title area of which the person is the
holder and which entitles him to explore and exploit the minerals; or
(b) the person holds a permit to possess or purchase that mineral issued
under the provisions of this Act; or
(c) the person is in respect of that mineral within the meaning of regulations
made under this Act, a duly authorized agent or employee of any person
permitted by paragraphs (a) and (b) of this subsection to possess that
mineral”.
According to S.94 “No person shall purchase any mineral unless he holds a
licence to purchase minerals issued under this Act”
According to S.95 “proceeds recovered under a small scale mining Lease shall
be sold to a licensed mineral procurement centre, hereinafter referred to as a
"mineral buying centre" and valid, sales receipts obtained and when "mineral
buying entre" and valid sales receipts obtained and when centres required shall
be produced for inspection by an authorised officer of the Cadastre Office “
10. According to S.138 (l) Any person who without lawful cause;
(a) interferes with or obstructs any mining or quarrying operation
authorised by or under this Act; or
(b) interferes with any machinery, plant work or property on, in
under or over land in exercise of a right conferred by or under
this Act commits an offence.
11. According to S.139. (1) Where an offence under this Act or under the
regulations made there under is committed by a body of persons -
(a) in the case of a body corporate other than a partnership, every
director of the body who took part in the management of the body
shall, be deemed to be guilty of that offence; and.
(b) in the case for a partnership, every partner or officer of that body
shall be deemed to be guilty of that offence.
12. According to S.l40. -( 1) Where an offence under this Act has been
committed by a body corporate or firm or other association of
individuals, a person who at the time the commission of the offence was
an officer thereof or was purporting to act in such capacity is severally
guilty of that offence and liable to be prosecuted against and punished
for the offence in like manner as if he had himself committed the
offence, unless he proves that the act or omission constituting the
offence took place without his knowledge, consent or connivance.
(2) In this section and the other provisions of this Act, officers:
(a) in relation to a body corporate, includes a director, chief
executive, manager and secretary;
(b) in relation to a firm, includes a partner and other officer
thereof; and
(c) in relation to any other association of individuals,
includes a person concerned in the management of the
affairs of such association.
Mining 95 20 0 10
Expenditure
Furniture and 25 15 20 10
Fitting
Motor Vehicle 50 25 25 20
Building and 15 5 10 10
Leasehold (not
industrial
buildings)
7.9 BASIS OF ASSESSMENT
A mining business is assessed to tax in the same manner as any other company
subject to tax under the Company Income Tax Act i.e. on PYB basis.
Essentially, the profit of the business is adjusted in the same manner i.e. subject
to the WREN test. Loss (if any) is deducted (see treatment of loss below) and
thereafter, capital allowance that is accelerated is deducted to arrive at the
taxable profit. This is then is subject to company income tax at 30%. Also,
tertiary education tax is charged at 2% of assessable profit.
Question 1
Required:
a) Compute the tax liability for the relevant tax year.
b) What is the tax position affecting this line of business?
Question 2
Under the Mining Act, companies operating in the Mining sector are entitled to certain
incentives.
Required: Give examples of the incentives available to companies that engage in
mining operation in Nigeria.
Solution to Question 1
Workings
WORKINGS 1:
Bad debt provision account
₦ ₦
Bad Debt written off 70,000 Bal b/f 18,000
(Specific provision)
Bad debt recovered 59,000
Profit and Loss acct 41,000
Bal c/d (specific provision)48,000 _____
118,000 118,000
===== ======
Bal c/f 48,000
Amount of provision to be made before arriving at the adjusted profit:
₦
Provision made in the account 83,560
Less adjustment from bad debt provision account (41,000)
Provision allowed 42,560
Workings 2:
Computation of minimum Tax Payable
a) Based on a turnover of ₦500,000
Workings 3:
Computation of Gross Profit ₦ ₦
Export Sales 856,000
Local sales 136,700
Solution to Question 2
The following are the key incentives available under the Mining Act to
companies engaged in mining operations in Nigeria:
(a) Tax holiday for an initial period of 3 years from commencement of
operations and renewable for additional 2 years. Any dividend recorded
during the tax holiday period will not be subject to withholding tax upon
distribution to shareholders;
(b) Exporters of mineral products may be permitted to retain part of their
foreign exchange earning in a domiciliary account for the purpose of
acquiring spare parts and other mining inputs;
(c) Exemption from customs and import duties in respect of plant, machinery
equipment and accessories imported exclusively for mining operations.
However, the plant and equipment can only be disposed of locally upon
payment of the applicable customs and import duties;
(d) Free transferability of foreign currency through the Central Bank of
Nigeria (CBN) for the following:
i. Payment for servicing of certified foreign loan; and
ii. Remittance of foreign capital in event of sale or liquidation of the
business.
(e) Grant of personal remittance quota for expatriate personnel free from any
tax imposed by any enactment for the transfer of external currency out of
Nigeria;
(f) Accelerated capital allowance on mining expenditure (95% initial
allowance and retention of 5% until asset is disposed);
(g) Grant of Investment Allowance of 10% on qualifying plant and
machinery;
(h) All infrastructure cost provided by the mining company and approved by
the MCO to be capitalised and capital allowance claimed at 95% in the
first year of operation;
(i) A company may also be entitled to claim an additional rural investment
allowance on its infrastructure cost, depending on the location of the
company and the type of infrastructure provided;
(j) Annual indexation of unutilised capital allowance carried forward by
5% for mines that commenced production within five (5) years from the
date of enactment of the Act. Whilst the period for new companies to
enjoy this incentive lapsed in 2012, new producers may apply to the
Minister of Finance, through the Minister of Mines and Steel
Development, to enjoy this incentive. Such application may be
considered on a case by case basis;
(k) The Minister may grant a concession for the royalty payable on any mineral
to be deferred for a number of years, subject to the approval of the Federal
Executive Council; and
(l) Actual amount incurred out of reserves made for environmental protection,
mine rehabilitation, reclamation and mine closure cost shall be tax
deductible, subject to certification by an independent
APPENDIX
BIBLIOGRAPHY