By Sully Manope, in Abuja
Industry regulator issues a no-holds- barred directive on Beneficial Ownership Register
The Nigerian Upstream Petroleum Regulatory Commission NUPRC has issued a requirement to “all entities that apply for or hold a participating interest in an exploration or production oil and gas license, lease or contract (“relevant persons”) to provide information of their owners, including the identity(ies) of their beneficial owner(s), the level of ownership and details about how that ownership or control is exerted”.
With this announcement, the regulator, as empowered by the Petroleum Industry Act (PIA), has waded into the Beneficial Ownership issue, taking the initiative from the Nigerian Extractive Industry Transparency Initiative (NEITI).
The Transparency watchdog had, in its last report (2020), lamented that companies were not responding to its call to them to provide the relevant information.
NEITI noted that it had designed a Beneficial Ownership Data template to collect information from companies. Copies of the template were sent to all the covered companies and only 32 companies provided all the information required in the templates. “11 companies did not provide any information on beneficial ownership while 26 did not provide complete information, most especially the owners (natural persons) of the companies”, NEITI says in that report, which is now two years outdated. “Most of the companies that submitted BO information provided the required attestation by a senior management officer or senior legal counsel of the company as to the validity of the information provided”.
The NUPRC declared in an end of year statement: ”all relevant persons are hereby required to provide the information of persons with significant control over them”.
The regulator describes a “person with significant control” as one who:
- directly or indirectly holding at least 5% of the shares or interest in a relevant person;
- directly or indirectly holding at least 5% of the voting rights in a relevant person;
- directly or indirectly holding the right to appoint or remove a majority of the directors or partners in a relevant person;
- otherwise having the right to exercise or actually exercising significant influence or control over a relevant person; or
- having the right to exercise, or actually exercising significant influence or control over the activities of a trust or firm, whether or not it is a legal entity, but would itself satisfy any of the first four conditions above if it were an individual.
NUPRC also says that the information shall be provided using the BENEFICIAL OWNERSHIP DECLARATION FORM
The upstream regulator says: “All current holders of participating interest in an exploration or production oil and gas license, lease or contract are hereby required to fill the BENEFICIAL OWNERSHIP DECLARATION FORM and send to the Commission at email@example.com not later than seven (7) days from the date of this notification.
“All entities that henceforth apply for participating interest in an exploration or production oil and gas license, lease or contract shall also be required to fill the BENEFICIAL OWNERSHIP DECLARATION FORM and submit with their application.
“Notice of change in persons in significant control over a relevant person shall be provided by the relevant person within 30 days of the change using the CHANGE IN BENEFICIAL OWNERSHIP DECLARATION FORM”.