Import/Export Agency Agreement (Nigeria)

An Import/Export Agency Agreement in Nigeria governs the relationship between the parties by fixing what each must do.

Every commercial import into Nigeria requires a Form M — a mandatory pre-importation declaration filed through the Trade Monitoring System (TRMS) of the CBN-approved bank and endorsed by the NCS — under the CBN Trade and Exchange (Forms M, NXP, and Other Trade Documents) Manual. An Import/Export Agency Agreement therefore typically authorises the agent to obtain and process the Form M on the principal's behalf, coordinate pre-shipment inspection by SON-accredited agents under the National Metrology and Standards Authority Act, and obtain any NAFDAC product registration certificates for regulated goods such as food, cosmetics, pharmaceuticals, and veterinary products.

For exports, the Nigeria Export Promotion Council (NEPC) administers non-oil export registration, and exporters of products requiring phytosanitary certificates must engage the Nigerian Agricultural Quarantine Service (NAQS). The Nigerian Export-Import Bank (NEXIM Bank) provides export credit facilities for eligible exporters. An Import/Export Agency Agreement may authorise the agent to interface with all these bodies on the principal's behalf under a disclosed or undisclosed agency structure.

The legal character of an Import/Export Agency Agreement in Nigeria follows English common law agency principles as received through Nigerian jurisprudence. Key agency duties — including the duty of loyalty, the duty to act within authority, and the duty to account — are enforceable under Nigerian courts. The Federal High Court has exclusive jurisdiction over matters involving the NCS and international trade under Section 251 of the Constitution of the Federal Republic of Nigeria 1999 (as amended). Disputes between private parties to the agency agreement are heard in the State High Court of the relevant state or at arbitration.

The legal framework governing the Import/Export Agency Agreement in Nigeria draws on several key statutes. Section 251 of the Constitution of the Federal Republic of Nigeria 1999 (as amended) grants the Federal High Court exclusive jurisdiction over NCS customs matters and international trade disputes. Section 39 of the Customs and Excise Management Act (CEMA, Cap C45, LFN 2004) makes operating as an unlicensed customs agent a criminal offence. Section 14 of the VAT Act (Cap V1, LFN 2004) governs VAT on agency service fees. The Companies and Allied Matters Act 2020 (CAMA) regulates corporate principals and agents through the Corporate Affairs Commission (CAC). The Nigeria Data Protection Regulation (NDPR) 2019 administered by the Nigeria Data Protection Commission (NDPC) governs personal data processed by the agent. The Federal Inland Revenue Service (FIRS) administers Withholding Tax on commission payments under the Companies Income Tax Act (CITA, Cap C21, LFN 2004). Parties executing an Import/Export Agency Agreement in Nigeria should confirm the document reflects current NCS, CBN, NAFDAC, and SON regulatory requirements.

An Import/Export Agency Agreement in Nigeria is required whenever a trader or company wishes to appoint a professional agent to handle cross-border trade transactions on its behalf.

An Import/Export Agency Agreement is needed when a foreign manufacturer or supplier wishes to appoint a Nigerian company as its clearing and forwarding agent to handle all NCS customs clearance, Form M processing, and delivery-duty-paid logistics for goods imported into Nigerian seaports including Apapa Port (Lagos), Tin Can Island Port, Onne Port (Rivers State), or Calabar Port.

An Import/Export Agency Agreement is required when a Nigerian exporter of agricultural commodities — such as sesame seeds, cashew nuts, cocoa, or ginger — appoints an export agent to source foreign buyers, obtain NEPC export registration, and coordinate NAQS phytosanitary certification required by importing countries under international plant health standards (ISPM 15).

An Import/Export Agency Agreement is needed when a NAFDAC-regulated product importer (such as a pharmaceutical company or food and beverage manufacturer) appoints a regulatory affairs agent to handle NAFDAC product registration, pre-shipment inspection certificates, and port health documentation under the NAFDAC Act (Cap N1, LFN 2004).

An Import/Export Agency Agreement is required when a multinational company establishes a Nigerian agent to manage its export control compliance under the Nigerian Export Administration Regulations, particularly for dual-use goods or military equipment that require export licences from the Nigerian Export Promotion Council or the Office of the National Security Adviser.

An Import/Export Agency Agreement is needed when a financial institution or trade finance provider requires a documented agency structure to support letters of credit, documentary collections, or open account trade finance for a Nigerian importer's transactions with foreign suppliers.

Parties in Nigeria should prepare an Import/Export Agency Agreement proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Section 22 of the Land Use Act 1978 does not apply to trade agency agreements, but Section 4 of the Stamp Duties Act (Cap S8, LFN 2004) requires the agreement to be stamped to be admissible in evidence before the Federal High Court or State High Courts. The Nigeria Customs Service (NCS), the Nigerian Ports Authority (NPA), the Standard Organisation of Nigeria (SON), the National Agency for Food and Drug Administration and Control (NAFDAC), the Nigeria Export Promotion Council (NEPC), and the Central Bank of Nigeria (CBN) are the principal regulators whose requirements the agent must satisfy. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A valid Import/Export Agency Agreement in Nigeria must contain the following essential elements.

Parties: Full legal names, CAMA 2020 RC numbers, and registered addresses of the principal and the agent. The agent's relevant licences should be stated — including NCS licensed Customs Agent licence under the Customs and Excise Management Act (CEMA, Cap C45, LFN 2004) and any NAFDAC, SON, or NEPC registration numbers.

Appointment and Scope: A clear statement of the agent's appointment as exclusive or non-exclusive agent, and the specific scope of authority — whether limited to customs clearance, regulatory compliance, buyer sourcing, shipping coordination, or all import/export activities. The scope should specify the goods or commodities covered and the geographical territory.

Form M and Pre-Shipment: An express authorisation for the agent to process Form M applications through the CBN-approved bank under the CBN Trade and Exchange Manual, and to liaise with SON-accredited inspection agents for pre-shipment inspection (PSI) of regulated goods under the SON Act (Cap S9, LFN 2004).

Customs and Regulatory Compliance: A clause requiring the agent to comply with the Nigeria Customs Service Act (Cap N105, LFN 2004), the Customs and Excise Management Act, NAFDAC Act, SON Act, and all other applicable trade regulations. The agent must maintain accurate records of all import/export transactions for at least five years, as required by the FIRS under the Federal Inland Revenue Service (Establishment) Act 2007.

Remuneration: The agent's commission structure — whether a percentage of the Free on Board (FOB) or Cost, Insurance and Freight (CIF) value of goods, a fixed fee per transaction, or a retainer. Payment currency (NGN or USD) and the CBN Foreign Exchange regulations applicable to cross-border remuneration. Withholding Tax (WHT) at 10% on commission payments to the agent must be deducted and remitted to FIRS within 21 days under the Companies Income Tax Act (CITA, Cap C21, LFN 2004) WHT Regulations.

Agent's Duties and Accountability: Express duties including the duty to act within the scope of authority, the duty to account for all funds received on the principal's behalf, the duty to maintain confidentiality of the principal's trade information, and the duty not to create conflicts of interest. The agent must comply with the Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) guidelines when processing personal data of suppliers or customers.

Indemnity and Liability: A mutual indemnity clause addressing the allocation of liability for customs penalties imposed by the Nigeria Customs Service (NCS) under Section 161 of the Customs and Excise Management Act (CEMA), NAFDAC seizures under the NAFDAC Act (Cap N1, LFN 2004), NPA demurrage charges at Apapa Port or Onne Port, and other regulatory consequences arising from the agent's acts or omissions.

Term and Termination: The agreement's duration, renewal provisions, and the grounds and notice period for termination — including immediate termination for loss of the agent's NCS customs agent licence, NAFDAC approval, or Nigerian Export Promotion Council (NEPC) registration. On termination, the agent must return all principal documents and cease representing the principal before the NCS, NAFDAC, and SON.

Governing Law: Nigerian law, with the Federal High Court or State High Court (or the Lagos Court of Arbitration / Arbitration and Mediation Act 2023 tribunal) having jurisdiction over disputes.

Data Protection: The agreement must include a data processing clause compliant with the Nigeria Data Protection Regulation (NDPR) 2019 administered by the Nigeria Data Protection Commission (NDPC), governing the sharing of trade data and personal information between principal and agent.

Forms-legal.com provides this Import/Export Agency Agreement as a starting point for Nigeria-compliant trade documentation. Parties should consult a qualified Nigerian lawyer and confirm compliance with current NCS, CBN, NAFDAC, and SON requirements before execution.