PROFESSIONAL  1

Revenue Law

Course Contents:

1. DEFINITION, CLASSIFICATION AND SOURCES OF LAW

• Nigerian Legal System
• Sources of government revenue-Federation Account,
  Consolidated Revenue Fund
• Revenue Mobilisation, allocation and Fiscal Commission Act

2. GENERAL PRINCIPLES OF TAXATION

• Definition
• Objective and Functions
• Classification of Taxes
• Division of Taxing powers
• Interpretation of Taxing Statutes
• Tax Administration and Tax Payers’ Rights
• Company Income Tax
• Federal Inland Revenue Service (FIRS)
• State Boards of Internal Revenue
• Local Government Revenue Committee
• Joint Tax Board (JTB)
• Tax Appeal Tribunal
• Companies Income Tax
• Petroleum Profit Tax Act
• Personal Income Tax
• Capital Gains Act
• Custom and Excise Management Act
• Stamp Duty Act
• Value Added Tax (VAT) Act
• Education Tax Act
• Technology Tax Act
• Traffic Acts
• Fiscal Responsibility Act
  • Land: Road and Rail
  • Air
  • Sea

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Income Taxation

Course Contents

1. TAX ADMINISTRATION

• The constitutional powers to impose tax
• The composition, rights, powers, and functions of the various tax organs
• The Joint Tax Board
• The Federal Inland Revenue Service
• The State Internal Revenue Service
• Joint State Revenue Committee
• Local Government Revenue Committee
• Joint State Revenue Committee
• The Tax Appeal Tribunal/Body of Appeal Commissioners
• Technical Committee of the Board (to include both Federal and
  State)
• The Judicial System

2. TAXATION PRINCIPLES

• Tax as a creation of law
• Chargeability to tax, income chargeable
• Definition of trade, business, profession and vocation. Tests of
  trade
• Definition of employment
• Difference between employment and engagement on contract
• Revenue income/revenue expenses. Capital
  income/capital expenses
• Principles of residence and permanent establishment
• Non-resident individuals deriving income from Nigeria
• Measurement of income
• Income recognition and accounting
• Fiscal year

3. TAXATION OF INCOME / PROFITS

• Taxable income, investment income and others
• Income exempted from tax
• Allowable expenses
• Qualifying capital expenditure
• Capital allowances
• Adjustment of income for tax purposes
• Loss relief
• Commencement rule, change of accounting date and cessation
  rule
• Processing of income tax clearance certificate
• Withholding taxes
• Value Added Tax
• Capital Gains Tax

4. COMPUTATION OF TAX LIABILITY OF INDIVIDUALS

• Earned income
• Unearned income
• Benefits-in-Kind
• Reliefs, charges and statutory deductions

5. INCOME TAX ASPECTS OF TRUSTEESHIP, ETC.

• Trusts
• Settlements
• Estates
• Partnerships
  • Existing partnership
  • Commencement of partnership
  • Dissolution of partnership
  • Admission of new partner(s)
  • Treatment of withholding taxes

• Tax assessment and collection
• Taxpayer Identification Number (TIN)
• E-payment
• Offences, penalties and tax enforcement
• Objections/Appeals process

6. COMPANIES INCOME TAX

• Administration of companies income tax
• Taxable income, investment income and others
• Commencement rule, change of accounting date and cessation
  rule
• Allowable expenses
• Qualifying capital expenditure
• Capital allowances
• Non-taxable income
• Adjustment of income for tax purposes
• Loss relief
• Processing of income tax clearance certificate

7. TAXATION OF COMPANIES IN SPECIAL CIRCUMSTANCES

• Insurance companies
• Unit trusts
• Mergers, acquisitions, takeovers and restructuring
• Non-resident companies
• Air transportation and shipping companies
• Industrial Development (Pioneer legislation)
• Banks and other financial institutions
• Agricultural businesses
• Export/free trade zone business

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PROFESSIONAL  2

1. Taxation of E-Commerce

Course Contents

PART 1: e-COMMERCE

• Definition of e-commerce
• History of e-commerce
• Legal implications of e-commerce
• Legal issues and challenges of e-commerce
• Regulation of offshore e-commerce
  • Offshore e-commerce facilities
  • Offshore professional and financial services
  • Offshore e-commerce applications

• VAT and e-commerce
• Withholding tax and e-commerce payment
• Tax residence
• Double taxation treaties
• Income characterization
• Auditing of e-commerce taxation
  • Information bases
  • Website
  • Technology interface
  • Internet economy

• Complications of taxing e-commerce
  • Offline transactions
  • Online transactions
  • Encryption transactions

• Administration of tax technological challenges
• Challenges before tax authorities
• Judicial approach to taxation issues
  • Transaction test
  • Personal services principle

• Legislative approach
• Tax evasion and internet

PART 2: e-BUSINESS

• Definition of e-Business
• Impact of e-Business
• Tax implications of e-Business
• Integration of e-Business in companies

PART3: INFORMATION SYSTEM

1. INTRODUCTION TO INFORMATION SYSTEM

• What is an information system?
• What are the roles in information system?

2. SYSTEM THEORY AND CONCEPTS

• Definition of a system
• Different levels in a system
• Types of Systems

3. INFORMATION SYSTEMS CONCEPT

• Data, Hardware, Software.
• Factors affecting the value of information in organizations

4. INFORMATION PROCESSING CYCLE

• Data input
• Data Validation
• Processing
• Storage and retrieval
• Output, Communication and Disposal
• Uses of information systems in achieving organizational goals

5. TYPES OF INFORMATION SYSTEMS

• Transaction Processing – types
• Office Automation System – types
• Management Information System
• Executive Support System

6. INFORMATION SYSTEMS SOFTWARE AND HARDWARE

• Operating Systems software
• Applications Software
• Enterprise Resource Package

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2.  Tax Audit and Investigation

Course Contents

1. TAX AUDIT/INVESTIGATION PRINCIPLES

• Definition and nature of tax audit/investigation
• Rules and objectives of tax audit/investigation
• Difference between a tax audit and a tax investigation
• Reasons for tax audit and tax investigation
• Appointment of tax auditors
• Duties, rights and obligations of tax auditors
• Professional responsibilities

2. PLANNING TAX AUDIT AND INVESTIGATION

• Sources of taxpayers’ financial and business information
• General consideration, nature of business, industry, business
  cycle and tax compliance
• History
• Audit/Investigation staffing and logistics
• Preparation of tax audit/investigation programmes
• Power of search and seizure under investigation

3. CONTROLLING AND RECORDING AN
   AUDIT/INVESTIGATION

• Review of accounting system
• Allocation and supervision of work
• Documentation of work done
• Management of working papers
• Evidence of proper review, conclusion and action steps
• Management of commencement and close-out meetings
• Preparation of audit report and investigation report
• Decision making after tax audit / investigation
• Conflicts resolution and settlement of tax controversies

4. INTERVIEW TECHNIQUES

• Preparation for interview
• Managing the interview process
• Documentation of minutes of meetings and interviews
• Human relation aspects of field interview

PROFESSIONAL  3

1. OIL AND GAS TAXATION

Course Contents

1. UPSTREAM OIL & GAS INDUSTRY – CONCEPTUAL
   FRAMEWORK

i.The business arrangement

a. Participation of foreign controlled companies

b. The Nigerian Content and Indigenous Companies

c. Concept of Subsidiary, Affiliates and permanent establishment / fixed bases of operations

ii. All aspects of Petroleum Profits Tax, Cap P13 LFN 2004 in

respect of upstream operations, including:

• Definition of terms
  • Petroleum operation
  • Chargeable profits
  • Chargeable tax
  • Assessable profits
  • Assessable tax
  • Adjusted profits
  • Oil prospective license
  • Oil mining lease
  • Intangible profit
  • Intangible drilling cost
  • Associated and non associated gas
  • Accounting period
  • Non-productive rent
  • Royalties

• The nature and classification of income
• The nature and classification of costs
• The concept and computation of posted prices
• Computation of adjusted profit and imposition of costs
• Allowable and non-allowable deductions
• Assessable profit and loss
• Computation of capital allowance
• Tax offsets, petroleum investment allowance, computation of
  chargeable profit, chargeable tax and the concept of
  additional tax
• Computation of assessable profits and payment of tax due
• Processing of income tax clearance certificate
• Offences and penalties
• Incentives available to companies engaged in the utilization of
  associated gas and objectives for the incentives

2. FISCAL REGIME

• Concept of :
  • Joint Venture Arrangement (JVC) and
  • Production Sharing Contract (PSC)
  • Service Contract
  • Sole Risk Operations
  • Marginal Fields
  • Hybrids as they apply to petroleum operations;

• Memorandum of Understanding (MOU)
• Fiscal arrangements: rent, royalty, taxes , profits and
  compensation

3. REGULATORY AGENCIES IN THE OIL AND GAS INDUSTRIES

• Agencies for control of petroleum upstream operations
• Impact of Organization of Petroleum Exporting Countries
  (OPEC)

4. COMPANIES INCOME TAX

• Incentives available to companies engaged in the utilization of
  associated gas & objectives for the incentives
• Downstream operations – computation of companies income
  tax payable and payment procedure
• Agencies for control of downstream operations – (DPR, PPMC, PPPRA, NNPC, e.t.c.)

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ii. Solid Minerals Taxation

Course Contents

1. TAXATION OF MINERAL SECTOR

• Definition of Mineral taxation
• Evolution of mineral taxation

2. MINING ROYALTY INSTRUMENTS

• Purpose of mineral royalties
• Type of royalties and assessment methods
• Comparison of royalties selected nations
• Private party royalties

3. FISCAL REGIMES AND TYPES OF TAXES

• Direct Tax Instruments
  • Corporate Income tax
  • Withholding tax
  • Resource rent tax
  • Progressive profit tax

• Indirect Tax Instruments
  • Royalties
  • Import duties
  • Value Added Tax

• Non-Tax Instruments
  • Fixed fees and bonus payments
  • Production sharing
  • State equity

4. THE CHOICE BETWEEN TAX AND NON-TAX INSTRUMENTS

5. IMPACT OF TAXES

• Neutrality
• Risks

6. KEY CHARACTERISTICS OF FISCAL MINERAL RELIEFS IN
   SELECTED DEVELOPING COUNTRIES

7. APPLICABLE PROVISIONS OF THE NIGERIAN MINERALS AND MINING ACT, 2007

8. APPLICABLE PROVISIONS OF THE NIGERIAN INCOME TAX
   ACT, 2007

9. TAX INCENTIVES, TAX CONCESSIONS AND TAX AVOIDANCE

10. PECULIARITIES OF THE INDUSTRY AND APPLICABLE TAX
    LEGISLATION

11. TRANSPARENCY, GOVERNANCE AND MANAGEMENT OF
    REVENUE STREAMS

• The case of transparency
• General Principles of Disclosure and Reporting
• Key challenges in disclosure
• The Extractive Industries Transparency Initiative Emerging
  Lessons
• Emerging lesson

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iii. TAX MANAGEMENT

Course Contents

1. STRATEGIC TAX PLANNING

• Definition of tax planning
• Tax planning and management strategies
• Taxation and present value analysis
• Basic principles of tax planning
• Factors affecting tax planning

2. TAX STRATEGIES FOR NEW BUSINESS

• Organizational forms for business entities, corporate formation, partnership formation, single proprietor formation
• Basic tax consequences of entity choice
• Sale or lease of property to controlled entities
• Other strategies for transferring property to controlled entities
• Employee compensation strategies:
  • Proprietor compensation, employee compensation, fringe
    benefits
  • Deferred compensation, equity based compensation,
    employee stock plans/option;
  • Partnership interest as payment for services

3. TAXATION AND BUSINESS OPERATING STRATEGIES

• Profit Measurements and Reporting
• The Entity’s Accounting Year, Tax Accounting Methods
• Differences (permanent and temporary) Between Book Profit
  and Taxable Profit
• Accounting for Income Taxes: Deferred Tax Assets and Liabilities,
  Corporate Tax Payment Requirements
• Tax Incentive Provisions:
  • Tax Incentives and After-Tax Business Value, Criticisms of Tax
    Incentives; and
  • Restrictions on their Benefits

4. DISTRIBUTIONS TO BUSINESS OWNERS

• Corporate Distributions, Partnership Distributions, Sole
• Proprietor Distributions
• Anti-Avoidance Schemes

5. STRATEGIES FOR BUSINESS GROWTH AND EXPANSION

• Multiple-Entity Business Structures
• Business Reasons for Multiple Entity Structures
• International Business Expansion

6. Taxation and Capital Marketing Activities

• Disposition of Equity Interest in Business Entities
• Sales and Exchanges of Corporate Stock, Stock Redemptions, Tax effects of Stock
• Disposition on the Stock Market
• Corporate Acquisitions, Mergers and Divisions
• Overview of Corporate Acquisitions – Assets or Stock?
  Purchase of Targets Assets
• Limitation on use of Target’s Tax Attributes, Corporate Divisions – Spin-Offs
• Split-Offs and Split-Ups

7. USE OF HOLDING COMPANIES

8. FINANCING ACTIVITIES

• Choice between debt and equity
• Use of intra-group financing companies
• Asset financing

9. DERIVATIVE INSTRUMENTS

• Definition of derivative
• Main types, features, e.t.c.
• Tax treatment of derivatives
• Derivatives and tax planning

10. Intellectual Property Management

• Creation of intellectual property
• Management of intellectual property
• Migration of intellectual property

iv. PRACTICAL CASES IN TAXATION

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