1. What is a Super-Agent Company?
Super-Agents are Fintech companies with the lowest capital requirement threshold (being N50 Million) in the payment ecosystem in Nigeria. A super-agent company is a business incorporated in Nigeria and licensed by the Central Bank of Nigeria (“CBN”) to undertake agency banking. Agency banking is a type of financial service on behalf of banks to unbanked communities or population in order to increase financial inclusion to those who would have been otherwise unable to benefit such financial services under formal banking system.
A Super-Agent company is required to be registered with the Corporate Affairs Commission (“CAC”), however, such registration cannot be completed unless with the approval of the CBN and subject to deposit of N50 Million in an escrow account with the CBN and submission of several other documentary requirements.
2. What is the difference between Super-Agent Licence and other Fintech Licences?
Super-Agent licence is a type of Fintech licence that is different from the Payment Solution Service Providers (PSSP) licence, the Payment Terminal Service Provider (“PTSP”) licence and the Mobile Mobile Money Operator (MMO) licence in terms of the scope of financial services which it affords its holder to render. All the foregoing Fintech licences are granted by the CBN subject to different share capital and other requirements.
Please note that a company may hold any of PSSP, PTSP and Super Agents license or a combination of all the licenses (except the MMO Licence). However, companies seeking to combine activities under the switching and MMO categories may be permitted by the CBN if such company seeks to do so under a holding company structure with the subsidiary entities (separately holding switching licence and MMO licence respectively) clearly delineated to prevent commingling.
MMO licence allows its holder to operate a wide spectrum of mobile money services beyond the activities that are permissible for Super Agent licencee. Such other services include issuing e-money, creating and management of e-wallet, pool account creation and wallet management services, etc. Please note that only MMO licencees are permitted to hold customer funds. Companies with other payments system licences are not permitted to hold customer funds. You can read more about MMO Licence here.
The PSSP license falls under the Payment Solution Services (“PSSs”), which permits holder to engage in payment processing gateway and portals, payment solution/application development, merchant services aggregation and collections. A PSSP cannot take deposits or savings of customers’ funds. You can read more about Payment Solution Service Providers (PSSP) Licence here.
The PTSP license permits Pont of Sale (“PoS”) Terminal deployment and services, PoS Terminal ownership, PTAD, Merchant/agent training and support.
The Super Agent license allows holders to undertake agent recruitment, training and other activities as specified in the Regulatory Framework for Licensing Super Agents in Nigeria. Super-Agents cannot hold customer funds, cannot take deposits and cannot render wallet services.
Below are the lists of permissible and Non-permissible activities of a super agent company:
Permissible Activities
– Doing business without CBN licence.
– Acceptance of Monetary deposits and withdrawals from customers.
– Processing of Utility Bills payment.
– Processing of Salary payment.
– Processing Local money value transfer.
– Processing of Balance Enquiries.
– Mini-statement generation & issuance services.
– Collection and submission of account opening & other related documentations.
– Agent Mobile payments / Banking services.
– Cash disbursement & Cash repayment of loans
– Collection of Bank mail/Correspondence for customers.
– Any other activity as the Central Bank of Nigeria may from time to time prescribe.
Non-Permissible Activities
– Charging the customer any fee.
– Provision of any guarantees.
– Carrying out transactions without a generated receipt or acknowledgement.
– Offering Banking services of its own accord without affiliation to any licensed bank as its principal.
– Carrying out a transaction when there’s communication failure with the Financial Institution ( The Principal).
– Continuing with the agency business when it has a proven criminal record involving fraud, dishonesty, integrity or any Financial impropriety.
– Providing banking services not specifically mentioned in its Agency Banking contract.
– Undertaking or processing cheque deposits & encashment of cheques.
– Providing cash advances.
– Being run or managed by a Financial Institution’s employee or associate.
– Transacting in Foreign currency.
– Subcontracting another agent to operate on its behalf without being a licensed Super Agent.
3. What is the procedure for licensing a Super-Agent Company in Nigeria?
Existing Company: Usually, the procedure to adopt will depend on if the applicant company has been fully registered or seeking to be newly registered with CAC. For an existing company, there is a number of house-keeping issues to tidy up (depending on the state of the company, the nature of its business and amount of its share capital):
i. It may be necessary to first file an application to CAC to increase the share capital to N50 Million if the amount of its share capital is less than N50 Million;
ii. It may also be important to amend the Memorandum and Articles of Association (“MEMART”) of the existing company to reflect only permissible business activities relating to agency banking (the Draft Amended MEMART is acceptable for Super Agent Application purposes);
iii. It may also be necessary to appoint new directors on the board, where the number of directors is less than five (5) and file the application for the new appointments with the CAC together with all the necessary resolution and other post incorporation filings at the CAC.
The above and other Super Agent requirements are necessary before submission of Application for Super Agent licence to the CBN.
New Company: The process for a new company begins with the reservation of the proposed name with the CAC and thereafter the application for Approval In Principle (“AIP”) to CBN is processed in the reserved name subject to payment of application fee and shareholders’ fund as well as presentation of documentary requirements. An AIP has a lifespan of 6 months, though may be extended by the CBN.
Upon the grant of the AIP, the promoters are required to return to the CAC to complete the registration of the Super-Agent company (within 6 months of the grant of the AIP) following which the CAC will issue a certificate of incorporation, a memorandum and articles of association and a status report of application for registration showing details of the company including share capital, registered address, directors, shareholders, company secretary and other relevant information of the company.
Upon completion of the company’s incorporation, the company is required to apply to the CBN and make payment of the licensing fee before the Final Licence issued. The operating licence of a super-agent is renewable every two (2) years, subject to satisfactory performance of the licensed company.
You can read more about Payment Solution Service Providers (PSSP) Licence here.
4. What are the documentary requirements for Super-Agent licence in Nigeria?
Application for super-agent licence must be addressed to the Director, Payments System Management Department (“PSMD”), CBN and accompanied by evidence of payment of Application Fee and other documentary requirements. The other documentary requirements for AIP are as follows:
- Certificate of incorporation and other incorporation documents;
- Tax Clearance Certificate of the company for the preceding three (3) years and TIN (if applicable);
- The company profile detailing the current business, products and services;
- Structure of holding company or parent company (if any);
- Details of ownership: private/public, ultimate parent, any significant changes in ownership in the last two years;
- Total number of employees;
- Organogram;
- Functional physical address, contact emails from company’s domain and telephone numbers;
- Board structure showing at a minimum the Chairman, CEO/MD, and, at least, one (1) Independent Non-Executive Director and other Director(s);
- Bank Verification Number (BVN), Curricula Vitae (CVs), proof of government issued identity of directors and top management team (i.e. NIN, Voter’s Card, International Passport, Driver’s Licence);
- Details of current line of business (if applicable);
- Business Plan or feasibility report which shall, at a minimum, include:
- Nature of the business;
- Features of the scheme;
- Security features that will be put in place;
- Five (5) financial projections;
- Profit sharing arrangement;
- Diagrammatic illustration of transaction flows.
- Information
Technology policy of the company including:
- Privacy Policy
- Information Ownership/Disclosure/Loss Policy
- Backup and Restore Policy
- Network Security Policy
- Encryption Policy
- Confidential Data Policy
- Password Policy
- Third Party Connection Policy
- Incidence Response Policy
- Physical Security Policy
- Enterprise Risk Management Framework
- Dispute Resolution Framework
- Contingency and Disaster Recovery Plan (Business Continuity Plan)
- Duly executed agreements (drafts, as applicable) with the following:
- Technical partners
- Participating banks
- Merchants
- Telcos
- Any other relevant party
- A document that shall outline the strategy of the shared agent network including current and potential engagements, geographical spread and benefits to be derived.
- A List of Agents. The company must have a minimum of 50 agents.
- Qualifying criteria for engaging agents e.g.
- Outreach
- Competence c. Integrity
- Others
- Duly executed (drafts, as applicable) Service Level Agreements (SLAs) with sub-agents and Financial Institution (FI) Agent Banking Contract;
- Risk management, internal control, operational procedures and any other policy and procedures relevant to the management of an agent banking arrangement.
- Procedures for KYC and AML/CFT compliance
- Fraud detection plan and standard of care
- Consumer Protection Policy and Procedure Board Approval
5. How does a Super-Agent company operate and what is the limit?
Super Agents are required to operate through their interoperable platforms that could be integrated into the NIBSS infrastructure. Their platforms should be well equipped to monitor the activities of their agents and transactions. However, Super Agents are prohibited from operating wallet services or to hold electronic money value for customers.
6. What is the estimated cost for incorporation and licensing of a Super-Agent company in Nigeria?
The applicable costs for incorporation of a super-agent company and processing its operational licence in Nigeria (excluding professional fees) are estimated as follows:
| No. | Particulars | Estimated Amount (N) |
| 1. | Filing for incorporation a N50 Million share capital company payable to CAC | 265,000 |
| 2. | Stamp duty on the N50 Million shares payable to Federal Inland Revenue Service (“FIRS”) | 375,000 |
| 3. | Application Fee for Super Agents Licence payable to CBN | 100,000 |
| 4. | Super Agents Licence Fee payable to CBN | 1,000,000 |
| 5. | Miscellaneous Expenses including flight tickets, printing costs, courier costs, taxi fares, telephone calls, etc. | 500,000 |
The CBN or CAC may increase the applicable costs at any time during the process. Please note that the above payments are non-refundable.
Please note also that the Company would be required to make a deposit of a refundable N50,000,000 (Fifty Million Naira) to a CBN EscrowAccount called“CBN PSP Share Capital Deposit Account No. 1000014009”.
7. What is the estimated timeline for completing the incorporation and licensing of a Super-Agent company in Nigeria?
The timeline for the entire process is between 7 to 8 months. This is because a period not less than one (1) month is estimated for documentation, whilst three (3) months is estimated for obtaining the AIP and about three (3) is equally estimated for Final Licence.
The entire process may take a lesser or longer time, depending on whether the Company is a new or an existing entity requiring post-incorporation filings as well as how quickly the Company is able to turn in all the required licensing documents and resolve all queries raised by the PSMD team.
You can read more about Payment Solution Service Providers (PSSP) Licence here.
