2025 was a very exciting year and saw significant changes in Nigeria’s legal and regulatory landscape. Series of laws were enacted by the National Assembly and regulatory guidelines were also issued by regulators including the Central Bank of Nigeria, Federal Competition and Consumer Protection Commission, the Nigerian Communications Commission, etc. There were also some important judicial decisions from the courts in Nigeria which shaped the legal and regulatory space in the country. This recap is divided into four parts representing the four quarters of the year, highlighting what we think are the most impactful laws and regulations, reforms, and judicial decisions in 2025.

1st Quarter (January – March 2025)

The first quarter was significantly marked by the issuance of guidelines and regulations from regulators and key judicial decisions by the courts. The Central Bank of Nigeria issued guidelines to suspend the extension of export proceeds and also announced the approval of the Nigerian Foreign Exchange (FX) Code. Key decisions which shaped the tax landscape and also affirmed the multi-sectoral regulatory authority of the Federal Competition and Consumer Protection Commission 9FCCPC) were delivered by the courts. The Investment and Securities Act, 2025 was also signed into law by the Nigerian President.

• The implementation of the Deduction of Tax at Source (Withholding) Regulations, 2024 began on 1st January 2025 requiring corporate entities, statutory bodies, public authorities, etc. to deduct withholding tax at source from 1st January 2025.
• On 8 January 2025, the Central Bank of Nigeria (CBN) issued a circular on the Suspension of Extension of Exports Proceeds on Behalf of Exporters for the immediate suspension of approvals for the extension of repatriation of export proceeds on behalf of exporters mandating that proceeds for non-oil exports must be repatriated and credited to the exporters’ domiciliary accounts within 180 days and for oil and gas exports, within 90 days from the date of the bill of lading.
• On 11th January 2025, the Presidential Enabling Business Environment Council announced that it would establish commercial courts and Ease of Doing Business Councils across all 36 states and the Federal Capital Territory as part of its effort to improve the country’s business climate.
• On 22nd January 2025, the CBN announced the approval of the Nigerian Foreign Exchange (FX) Code as a guideline to the banking industry to promote ethical conduct of Authorised Dealers in the Nigerian Foreign Exchange Market.
• 0n 24 January 2025, in a circular titled “Waiver of Non-Refundable Annual License Renewal Fee for Existing Bureaux De Change”, the CBN announced the waiver of payment of annual renewal fee for existing bureau de change (BDC) operators due to transition into the new BDC regulatory structure required by CBN.
• On 27 January 2025, the Federal High Court (FHC) in the appeal between Federal Inland Revenue Service v. MTN Nigerian Communications Plc (FHC/L/1A/2024), set aside the judgement of the Tax Appeal Tribunal (TAT) which awarded the sum of $71 million against MTN while declining the reliefs for penalties and interest sought by FIRS. The FHC increased the liability and ordered MTN to pay $87.9 million as penalties and interest.
• On 28 January 2025, the Collective Management Regulations, 2025 was issued by the Nigerian Copyright Commission and repealed the Copyright (Collective Management Organisation) Regulations, 2007. The Regulations provide for the approval and supervision of companies seeking to operate as a Collective Management Organisation (CMO) and their relationships with users and other CMOs, etc. The Regulations impose administrative fines ranging from N200,000 t0 N500,000 for unethical practices and non-compliance with the Regulations. Other sanctions include caution, suspension or disqualification.
• On 3 February 2025, the National Pencom Commission issued the Revised Circular on the Operations of Branch Offices and Service Centres by Licensed Pension Fund Administrators. The circular was issued to give effect to section 72 of the Pension Reform Act, 2014 and provides the metrics for requiring the opening and operation of branches and service centres by Pension Fund Administrators in Nigeria.
• On 7 February 2025, the Federal High Court in Emeka Nnubia v. Minister of Industry, Trade and Investment, Federal Competition and Consumer Protection Commission & Anor in Suit No: FHC/L/CS/1009/2024 affirmed the Federal Competition and Consumer Protection Commission (FCCPC) as the primary regulator for competition and consumer protection issues in all sectors in Nigeria including the telecommunications sector.
• On 12 February 2025, the Federal Ministry of Interior issued a circular on the Review of Approving Authority for Expatriate Quota and Citizenship Applications. The review was done to enhance transparency and accountability in the administration of Expatriate Quota and Citizenship applications.
• On 4 March 2025, the first Mobile Virtual Network Operator (MVNO) to be licensed by the Nigerian Communications Commission (NCC) launched and commenced operations in Nigeria.
• On 13 March 2025, the Court of Appeal in Kuda Microfinance Bank Ltd v. Amarachi Kenneth Blessing (CA/EK/48/2024) held that a bank may lawfully restrict a customer’s account upon receiving reports of fraudulent or suspicious activity without the need to first obtain a court order.
• On 20 March 2025, the Nigeria Data Protection Commission issued the Nigeria Data Protection Act General Application and Implementation Directive, 2025 (hereinafter “the GAID). The GAID was issued to provide clarity and practical guidance on the implementation of the NDPA. It repealed the Nigeria Data Protection Regulation, 2019 and the Nigeria Data Protection Regulation Implementation Framework, 2020.
• On 29 March 2025, the Nigerian President, signed the Investment and Securities Act, 2025 into law. The Act repealed the Investment and Securities Act, 2007 and it is aimed at strengthening the legal and regulatory framework for investments and capital market activities in Nigeria. The Act classified exchanges into composite and non-composite exchanges and also legally recognised virtual assets bringing an end to the uncertainty concerning transacting virtual assets in Nigeria.

2nd Quarter (April – June 2025)

The second quarter saw a lot of regulatory actions from regulators in the exercise of their regulatory powers and functions. Laws were also enacted in this quarter. The Securities and Exchange Commission issued a circular on the transmutation of executive directors and the Nigerian Immigration Service (NIS) issued guidelines for the purpose of implementing e-visa system, automated landing and exit cards in Nigeria. Four Nigerian tax laws were enacted to unify tax laws and revolutionize tax collections and enforcement in Nigeria.

• On 6 April 2025, the Registrar General of the Corporate Affairs Commission, announced the launch of an AI-driven Intelligent Company Registration Portal (ICRP) to revolutionize business registration in Nigeria and improve ease of doing business in Nigeria.
• On 25 April 2025, the Competition and Consumer Protection Tribunal upheld the $220 million penalty imposed on Meta platforms Incorporated (Facebook and WhatsApp) by the Federal Competition and Consumer Protection Commission (FCCPC) for data discriminatory practices in Nigeria and ordered for the payment of $35,000 as reimbursement for FCCPC’s investigation expenses. Part of the orders made by the Tribunal against Meta Platforms Incorporated include to immediately reinstate the rights of Nigerian users to determine how their data is shared and submit a compliance letter by 1 July 2025.
• On 2 May 2025, the Nigerian Immigration Service released the Guidelines for the Implementation of the e-Visa Application System and Automated Landing and Exit Cards. The Guidelines introduced e-visa which replaced visa on arrival. The e-visa application system also introduced thirteen (13) short-visit visa categories for eligible foreign travellers and imposed penalties for overstaying visas effective from 1 September 2025. Electronic landing and exit cards were also introduced to replace the manual processes of embarking and disembarking travellers.
• On 29 May 2025, the Nigerian President approved the establishment of the National Credit Guarantee Company Limited (NCGC) and the appointment of its board and management team. The NCGC is backed with an initial capital of N100 billion for the purpose of expanding access to finance for Micro, Small and Medium Enterprises (MSMEs), manufacturers, large businesses, etc. across Nigeria.
• On 11 June 2025, the Lagos State Electricity Regulatory Commission (LASERC) issued Order No. LASERC ORDER/001/2025 establishing the regulatory framework for electricity market operations within Lagos State. The issuance of the Order marked the conclusion of the transition for transfer of regulatory oversight from Nigerian Electricity Regulatory Commission to LASERC. The Order requires individuals and entities to obtain licenses from LASERC to legally undertake regulated electricity activities within Lagos State.
• On 17 June 2025, the Corporate Affairs Commission (CAC) announced the review of its service fees effective from 1 August 2025. The fees for company incorporation and post-incorporation services were therefore reviewed upward. The implementation date was also subsequently postponed to 1 October 2025.
• On 19 June 2025, the Securities and Exchange Commission (SEC) issued the Circular to All Public Companies and Capital Market Operators on the Transmutation of Independent Non-Executive Directors and Tenure of Directors. SEC directed the immediate discontinuance of the transmutation of Independent Non-Executive Directors (INEDS) into Executive Directors within the same company or its group structure by public companies and significant capital market operator. SEC also introduced a 3-year cool off period for Chief Executive Officer or Executive Director upon stepping down from a company before being eligible for appointment as Chairman.
• On 26 June 2025, the Nigeria President signed four tax reform bills into law. The four laws are: the Nigeria Tax Act 2025, the Nigeria Tax Administration Act 2025, the Nigeria Revenue Service (Establishment) Act 2025, and the Joint Revenue Board (Establishment) Act 2025. The Acts repeals certain tax laws and also reduced the multiplicity of taxes with the aim harmonising tax collection and enhancing the ease of doing business in Nigeria.
• On 30 June 2025, the Nigerian President ordered the temporary suspension of the implementation of the Financial Reporting Council (Amendment) Act, 2023 which imposed new annual dues on large private companies classified as Public Interest Entities.

3rd Quarter (July – September 2025)

The third quarter was also significantly marked by regulatory actions through issuance of Guidelines and regulations. Sanctions and penalties were also imposed for regulatory breaches. The Federal Inland Revenue Service (FIRS) announced the discontinuance of the issuance of tax exemption certificates. The Nigerian Communications Commission issued a license framework for licensing and regulating international Application to Person (A2P) messaging in Nigeria.

• On 6 July 2025, the Nigeria Data Protection Commission (NDPC) imposed a fine of N766,242,500 on Multichoice Nigeria who are the owners of DSTV for breaching the Nigerian Data Protection Act through unlawful cross-border data transfers and violation of Nigerian data subjects’ personal data.
• On 8 July 2025, the Nigerian Communications Commission (NCC) issued the License Framework for International Application to Person (A2P) Messaging in Nigeria. The framework was issued by NCC in a move to regulate Application to Person services in Nigeria through the introduction of the International A2P Messaging Aggregator License.
• On 25 July 2025, the Federal Competition and Consumer Protection Commission (FCCPC) issued the Digital, Electronic, Online or Non-Traditional Consumer Lending Regulations, 2025. The regulations provide for the registration of digital and traditional money lenders with the exception of licensed microfinance banks. It also imposes obligations including filing of bi-annual and annual reports, etc. on money lenders with sanctions and penalties provided for the breach of any of the provisions of the Guidelines.
• On 29 July 2025, the Federal Inland Revenue Service (FIRS) in a public notice announced the discontinuance of issuance of tax exemption certificates to all taxpayers including pioneer status companies, non-governmental organisations and free zone entities. Subsisting tax exemption certificates would not be renewed by the FIRS.
• On 30 July 2025, the National Insurance Commission (NAICOM) issued the Guidelines for Insurtech Operations in Nigeria. The Guidelines became operational on 1 August 2025 providing a regulatory framework for the safe and responsible deployment of Insurtech solutions by licensed insurance operators. The Guidelines provide the minimum capital requirements for Insurtech operators as well as the permissible and non-permissible activities.
• On 5 August 2025, the Nigerian President, signed the Nigerian Insurance Industry Reform Act, 2025 into law. The Act repealed the Insurance Act 2003 and consolidated several insurance laws including the Marine Insurance Act, Motor Vehicles (Third Party Insurance) Act, etc. into a unified and streamlined legal framework for the insurance industry. It also revised the minimum capital requirements for insurance companies across various insurance categories to reflect a risk-based capital approach in alignment with current international standards and practices.
• On 6 August 2025, NCC announced the release of the Guidelines on Corporate Governance, 2025. The Guidelines are applicable to all communication companies in Nigeria and provides for the composition of the board of directors, board committees and appointment processes, etc.
• On 16 September 2025, the Central Bank of Nigeria (CBN) issued a circular on the Appointment and Announcement of Successors to Managing Director. The CBN requires Payment Service Banks (PSBs) to obtain the regulatory approval of the CBN of the successor of a Managing Director (MD/CEO) no later than six months to the expiration of the tenure of the incumbent MD/CEO.
• On 18 September 2025, the Federal Government issued a directive mandating all mining and quarrying companies licensed since 2024 to finalize their Community Development Agreements with host communities before 31 December 2025.
• On 21 September 2025, the Minister of Solid Minerals Development announced the revocation of 1,263 mineral licenses in Nigeria following failure by the licensees to comply with the mandatory payment of their annual service fees.
• On 29 September 2025, the National Pension Commission (PENCOM) issued a circular which reviewed the minimum capital requirement for Pension Fund Administrators (PFAs) and Pension Fund Custodians (PFCs). The circular directs PFAs to increase their capital base to 20 million Naira from 5 million Naira while PFCs are to increase their capital base to 25 billion Naira from 2 billion Naira.

4th Quarter (October – December 2025)

Key regulatory activities especially in the Nigerian financial services and oil and gas sectors occurred in the fourth quarter. The Central Bank of Nigeria (CBN) issued guidelines to regulate agent banking activities in Nigeria. A draft Guidelines for handling Authorized Push Payment Fraud was also issued by CBN to preserve the integrity of Nigerian payment system. The Nigerian Investment Promotion Commission also put a stop to applications for Pioneer Status Incentive in view of the Economic Development Tax Incentive (EDTI) to commence from 1 January 2026.

• On 6 October 2025, the Central Bank of Nigeria (CBN) issued the Guidelines for the Operation of Agent Banking in Nigeria. The Guidelines provides for the permissible and non-permissible agent banking activities, appointment of agents, agent qualification and due diligence requirements, rules on agents’ locations and geo-tagging of agents’ devices, etc.
• On 9 October 2025, CBN issued the Exposure Draft Guidelines on the Operations of Automated Teller Machines (ATMs) in Nigeria to provide additional guidance on the operation of ATMs and provide clarity of security requirements of ATMs, resolution of failed transactions, etc.
• On 10 November 2025, the Nigerian House of Representatives ad hoc committee on the economic, regulatory and security implications of cryptocurrency adoptions and Point of Sale Operations discussed the opportunities, challenges and future of Nigeria’s digital finance ecosystem with cryptocurrency operators and digital asset innovators.
• With effect from 10 November 2025, the Nigerian Investment Promotion Commission (NIPC) stopped receiving applications for Pioneer Status Incentive in a bid to fully transition to the new Economic Development Tax Incentive (EDTI) scheme which will take effect from 1 January 2025.
• On 13 November 2025, the Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA) announced the suspension of the proposed 15 percent import duty on Premium Motor Spirit (PMS) and Automotive Gas Oil (AGO) which was initially approved by the President and announced by the NMDPRA on 21 October 2025.
• On 26 November 2025, the Securities and Exchange Commission (SEC) directed all capital market operators to state their compliance level and ensure that all tradable instruments are registered in line with the newly enacted Investments and Securities Act, 2025 no later than January 2026.
• On 26 November 2025, CBN issued the Draft Guidelines for Handling Authorised Push Payment Fraud. The draft Guidelines provides for reporting APP fraud, resolution and reimbursement and the roles of financial institutions in preventing, detecting and mitigating APP fraud. The Guidelines also mandates financial institutions to have an APP Fraud Policy and implemented by the Boards of financial institutions.
• On 28 November 2025, the Nigeria President approved the establishment of the National Tax Policy Implementation Committee to oversee the implementation of Nigeria’s newly enacted tax laws which would take effect from 1 January 2025.
• On 1 December 2025, the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) launched the 2025 oil licensing round through digital bids of the 50 oil and gas blocks approved for bidding. The oil licensing round is expected to deepen investment in the Nigerian upstream sector.
• On 10 December 2025, the Joint Revenue Board (formerly Joint Tax Board) placed a nationwide ban on road taxes, levies and related charges in a bid to sanitize Nigeria’s tax administration and improve the ease of doing business.

Conclusion

2025 has been a remarkable year of significant changes and reforms in Nigeria’s legal and regulatory landscape. Key regulatory guidelines and regulations were introduced by regulators including the Central Bank of Nigeria, the Federal Competition and Consumer Protection Commission, the Nigeria Data Protection Commission, etc. The CBN introduced the guidelines for agent banking to regulate agent banking activities. The CBN guidelines for handling APP fraud was also issued to preserve the integrity of the financial services sector. The Nigerian tax landscape was also reshaped with the enactment of four new tax laws which repealed some existing tax laws and consolidated several tax laws. The Investments and Securities Act, 2025 ushered in a new regime for the recognition of virtual assets. Key judicial pronouncements were also made by the courts. The Competition and Consumer Protection Tribunal imposed fines on Meta Platforms incorporated for violating the Nigeria Data Protection Act and unlawful cross-border transfer of data of Nigerian data subjects. The Court of Appeal also delivered a judgement authorizing financial institutions to freeze customers’ bank accounts on suspicion of fraudulent activities without the need to first obtain a court order.

As we approach the new year, we extend our sincere gratitude to all our clients for their continued trust in us and wish you a Merry Christmas and a prosperous New Year 2026.

Please note that the contents of this Article are for general guidance on the Subject Matter. It is NOT legal advice.

For further information or to see our other service offerings, please visit www.goldsmithsllp.com or contact:

Agent banking entails the provision of financial services by a third party (Agents) to customers on behalf of a licensed deposit-taking financial institutions (Principals).

This article therefore provides an overview of some of the key provisions of the new Guidelines.

Scope of Permissible Agent Banking Activities

The activities which are allowed or prohibited under agent banking relationships are set out in the Guidelines. Some of the activities that are permitted under agent banking are cash deposits and withdrawals, facilitating bill payments, local currency funds transfer services, providing account opening forms on behalf of principal, facilitating cheque book request and collection, etc.

Super Agents and Agents are however prohibited from carrying out banking services including account opening, loan underwriting, investment and foreign exchange services.

Agent Banking Arrangements

Agent banking arrangements or relationships could involve two or three parties as the case may be. Agent banking relationship could involve the Principal and the Agents or where the relationship is tripartite, include a Super Agent as an intermediary between the Principal and Agents.

The Principal is a duly licensed deposit-taking financial institutions authorized to carry out agent banking activities; the Super Agent is an incorporated entity licensed to carry out the activities of recruiting, aggregating and managing Agents, while Agents are individuals or non-individual entities appointed by Principals or Super Agents to carry out agent banking activities.

An agent banking relationship is formalized when a financial institution enters into an agent banking agreement with an Agent for the purpose of providing any of the permitted agent banking activities. An Agent cannot be engaged by more than one financial institution to provide agent banking services or be under more than one network of Super Agent at a time.

Mandatory Regulatory Requirements for Appointment of Agents

Financial institutions and Super Agents have very strict regulatory obligations in the appointment of Agents to provide permitted agent banking services to customers. These regulatory requirements are to be met by financial institutions or Super Agents prior to the appointments of Agents. The regulatory requirements include obtaining satisfactory documentations from Agents such as certificate of incorporation with the Corporate Affairs Commission (CAC), particulars and Bank Verification Numbers (BVN) of directors/promoters etc., conducting enhanced due diligence on Agents, and carrying out risk assessment obligations on Agents prior to their appointment and onboarding. The risk assessment could be carried out directly by the financial institution or through a Super Agent.

Use of Dedicated Agent Accounts

Transactions by Agents within the scope of the permitted activities are required to be performed through a dedicated account or wallet maintained with the Principal and the POS device provided to the Agent shall be linked with the account or wallet only. Performance of transactions outside the dedicated account or wallet is a violation which attracts sanctions including liability for any misconduct or fraud arising from the transaction, termination of the agent banking agreement and blacklisting of the Agent.

List of Agents and Locations

Financial institutions are to publish a list of their Agents on their website. Each branch of the financial institution is also required to display the list of its Agents within its locality.

Agents are only allowed to provide agent banking services within their approved locations and may not relocate, transfer or close their operations at the approved locations without prior notification to the financial institution and/or Super Agent.

To prevent Agents from operating at multiple locations, devices provided to Agents in providing agent banking services must be geo-fenced or tagged to the operate only within the agreed registered Agent location. The requirement for the devices to be geo-fenced or tagged will take effect from 1^st April 2026.

Operational and Transactional Limits

Financial institutions are required to provide operational and transactional limits for Agents in line with the Guidelines and ensure that the limits are not exceeded in the provision of agent banking services. Accordingly, the mandatory transaction limits set by the Guidelines include N100,000 daily limit and N500,000 weekly limit for deposits and withdrawals. A daily and weekly limit of N100,000 apply to bill payments.

Sanctions and Penalties

The CBN may direct financial institutions to take remedial or corrective actions including taking actions that it may deem appropriate against erring Agents or terminating the Agent Banking Agreement. CBN may also impose sanctions and penalties against financial institutions, Super Agents and/or Agents as the case may be. The sanctions which CBN may impose include:

1. Suspension or prohibition from further engagement in agent banking business
2. Prohibition from onboarding new agents
3. Suspension or removal of the Board, Management and officers of the Principal
4. Revocation of agent banking approval
5. Revocation of operational license.

Conclusion

The issuance of the new Guidelines by CBN is to ensure the regulation of the operations of agent banking in Nigeria. Agents are restricted to transact only the permitted business activities within their approved locations. The devices of Agents are to be geo-fenced or tagged to prevent Agents from operating from multiple locations. Agent banking arrangements are to be formalized with the execution of agent banking agreements upon the satisfactory review of the documentations, conduct of enhanced due diligence and risk assessments. CBN has the power to direct financial institutions who are Principals in agent banking arrangements to take remedial or corrective actions, however, CBN has extensive powers to impose administrative penalties and sanctions on erring Principals and Super Agents.

Please note that the contents of this article are for general guidance on the Subject Matter. It is NOT legal advice.

For further information or to see our other service offerings, please visit www.goldsmithsllp.com  or contact: