Eric is a business owner in Nigeria. Before starting his business, he came up with what he thought was a unique business name, bought a domain name, designed a logo, and had his products branded. Everything seemed to be in order until he decided to get his business name trademarked. To his surprise, the name he had used to start his business had already been trademarked by another.

Then there is Patrick, who had a brilliant idea for solving public health issues in a Nigerian state. Interestingly, Patrick got an invitation from the state government to share his idea. After his presentation, he was praised for his idea and told, “we would be in touch“. Unfortunately, Patrick woke up one morning to find that his business idea had been set in motion by the government without him. He went on an internet rampage, telling all who cared to listen that the government’s brilliant idea was his. But it was too late. Without proof, Patrick had been taken out of his own picture in his sleep. 

Nigeria is home to many small business owners and creators like Eric and Patrick. Social media has made it easier for people to start businesses and become recognizable brands. However, many of these business owners are either ignorant of their legal protection, confused about the legal jargon, or believe legal consultations require a lot of money. Unfortunately, this means many brands and creators are susceptible to legal infringements. This knowledge gap has resulted in reputational and financial losses. This is why business lawyer Mobolaji started an online legal consultancy firm. “Not knowing about the legal protections, you need to run a business can be very costly,” she said.

Mobolaji Olotu is the founder and lead consultant at Startup legal. After graduating from the Nigerian law school, she practised law at Tope Adebayo LLP for four years. During this time, she fell in love with business law while working cases as part of the business corporate commercial team. When Mobolaji left Tope Adebayo, she decided to start a virtual legal consulting firm to help startups, small businesses, and creators.

Today, Startup legal has a growing community of over 1,300 Nigerian entrepreneurs on Instagram. Mobolaji who is currently pursuing an LL.M degree in business law at York University, sat down with Ventures Africa to talk about the importance of legal protection for startups, small businesses, and creators. And what it is like being a legalpreneur in Nigeria.

What inspired Startup legal?

While at the law firm where I started my legal career, I was keen on business law-related cases. That is any case that involved advising founders and entrepreneurs, structuring their businesses in line with their goals, drawing up necessary agreements, and advising business owners on IP rights and protections. I found it quite fulfilling.

Soon enough, I knew this was the area of law I would specialize. So, during the pandemic, when life slowed down, I got to work on launching my firm. And in September 2020, I officially began to provide legal consultancy services to help Nigerian entrepreneurs build legally protected businesses. Start-Up Legal Consulting is simply an expression of my love for the law and my entrepreneurial spirit.

How does Startup legal work?

We are a full-time virtual legal consultancy firm. What we do is show entrepreneurs how to do business the right way. We help them launch, build, and scale their brands. We help out with turning side hustles into registered companies, trademarking brands, and supporting businesses with contracts. We also provide a lot of educative legal content online. The information ranges from understanding legal terms to legal direction. I started solo, and as the business expanded, I engaged a junior lawyer to support the delivery of legal services. I also brought on a business strategist and social media manager. Together, we do our best to preach the business law gospel and meet our client’s needs.

Mobolaji Olotu, Founder and lead consultant at Startup Legal.

Why is it paramount for businesses and creators to have legal guidance and build a legally protected business?

The biggest misconception about the legal industry is that lawyers should only get involved when there is a problem. I am sure you have seen the sticker that says, “I be a lawyer, problem na my work”. That sends an unconscious message that you only need a lawyer when there is a problem. But this could not be farthest from the truth. Legal guidance in business is salient because your business is a creation of the law. Business law is literally the backbone of your business. Hence, professional legal guidance is necessary to understand how the law works for you and your business.

It is just like when you buy a physical product. You benefit most from the product when you read the manual or watch a video to understand the product. If you decide to wing it, you may get along at first, but when something goes wrong, you will be back to square one, doing what you should have done in the beginning. Not only does that waste time, but you also end up spending money to fix the problem. Building a legally protected business, which happens to be the slogan of my business, is a decision that comes naturally after proper legal guidance. When you understand that registering a business name instead of registering a limited liability company exposes you as the business owner to personal risks such as loss of money, your cars, and your shares, it is easier to choose legal protection.

Through legal guidance, you are also aware that if you do not file a trademark to own your business or brand name, a brand copycat can pose as you, use a name similar to yours, and steal your clients and customers. You also get to understand how you risk being sued for IP infringement by an ex-employee or having your business idea stolen because you do not have a client service agreement, employment agreement, or non-disclosure agreement. 

As a legalpreneur, are there challenges you have running your platform?

Well, we are a full-time virtual firm. And it is not news that growing an organic online presence is a marathon, not a sprint. Our main platform is Instagram, and gaining visibility with the right audience is a challenge, though not one we are backing down from. As the platform evolves, we continue to adapt to optimize our visibility.

What role do social media and content creation play in your brand?

Content is king. It is my top marketing tool, and I don’t joke about the quality of my content. Just ask my social media manager. In the beginning, I handled content myself, but when I needed to delegate social media, I searched high and low before choosing someone who can handle content for a legal page.

My content focuses on educating business owners on entity incorporations, trademarks, contracts, and legal compliance. We try to always include some humour. One consistent feedback I receive in my DMs is that my content breaks down the law in a way that is easy to understand without the legal jargon. Those DMs make all the hard work worth it.

What is a recurrent knowledge gap you have discovered among business owners and creators?

Most people think that once they register their business with the Corporate Affairs Commission (CAC), they have secured ownership of their business name, and nobody else can use it. Many people do not know that CAC registration only gives you the legal right to conduct business in Nigeria. That is why foreigners have to register with CAC to do business here, legitimately. I remember creating a post about this on my Instagram page @startuplegalng, and the comment section went wild. Many people were shocked to discover that it is only a trademark that gives you exclusive ownership rights over your business name. With a trademark, no other person in Nigeria or in your niche can copy your name, pose as you, profit from your hard work, and ruin your business reputation.

I had a client, (I won’t mention his name for confidentiality reasons) whose Instagram name was being copied. He wanted to know how to get the copycat account taken down. To take down the copycat account, Instagram asked for proof that he owned the said name. Your proof of brand ownership is your trademark. If you are building a business or brand with a long-term plan, not a side hustle, it is salient to conduct a trademark search first. To be sure that the name you want to build your business reputation on is available to be trademarked. And this should be carried out before you buy a domain name, print letterhead papers, or brand any items.

Would you say Nigeria presents a unique environment for small businesses to set up legally and thrive? 

As Nigerians, sapa (hunger) brings out entrepreneurial instincts in us, and almost everyone is a small business owner. So, I would say the state of the country creates a unique environment for small businesses to spring up, but thriving is a different story. The Ease of Doing Business Initiative set up by the government has certainly played the lead in moving the needle towards improving the business environment. In my opinion, one achievement of that initiative was the digitization of the entity incorporation process, which allows any Nigerian to register a business name from the comfort of their home with a laptop and an internet connection. Last I checked, Nigeria’s business environment is ranked 131 out of 190 countries. So, while we are not where we used to be, I would say we still have a long way to go.

Recently, Nigeria enacted the startup law to harness the potential of the digital economy. How do you think this would impact the startup scene?

I am optimistic that the Nigeria Startup Act, signed into law last month, will foster positive change. But I have to clarify that the Act is specific to startups and not small and medium-scale businesses generally. Startups are defined in the Act as limited liability companies less than ten years old that leverage technology to create, innovate, and develop digital products, services, and solutions. So, only businesses that fall within this definition will benefit from the provisions of the Act.

Funding is a big challenge for any budding business venture, and the Act addresses this. The Act establishes a 10 billion naira Startup Investment Fund which will provide early-stage startups access to funding for their operations. Another laudable provision of the Act is the tax incentives available to startups. Incentives like the 5-year tax holiday and allowable tax deductions for research and development will no doubt save startups money in their early stages. It will also allow them to invest in growth efforts.

What is one piece of advice you always give Startups and creators?

I’ll start with creators. Ownership is the name of the game. Own the proper rights to whatever you are doing creatively. You can only monetize what you own. Various IP protections depend on the form of your creative output, and a business lawyer can identify which ones you need. 

This leads to my advice for startups. I always tell startups that if you can’t afford a lawyer, you don’t need to hire one. Just make sure you consult with one regularly. As a business owner, you are the visionary and the expert on your business goals and operations. But professional guidance for other essential parts of your business, like legal and accounting, is necessary. Not every business can afford to put a business lawyer on payroll or get a lawyer on retainer. This is especially true if you are venturing into business for the first time. So, before you launch, rather than hire a lawyer, consult with a business lawyer to understand things like your legal options on business structure and understand what legal rights you should have to protect your business. Subsequently, you can consult a lawyer when embarking on projects to ensure legal protection. 

Many Nigerian entrepreneurs neglect the legal aspect because they don’t understand it. This is why during my legal clarity consultations, I always say, “when you know better, you do better at legally protecting your business”.

What does the future hold for Startup legal?

When I launched Startup Legal Consulting, my 4-point agenda was (and remains) to help Nigerian entrepreneurs get legally set up, secured, supported, and to scale. Right now, by the grace of God, we are implementing the set-up, secure, and support aspects of the vision. In the short run, we will continue to look for innovative ways to improve our service delivery on these first three while we work on bringing the scale aspect of the vision to life in the long term.

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