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:

On 26^th June 2025, the President of the Federal Republic of Nigeria signed four landmark tax reform bills into law, marking a significant shift in the nation’s tax landscape. The laws are the Nigeria Tax Act (Ease of Doing Business), the Nigeria Tax Administration Act, the Nigeria Revenue Service (Establishment) Act, and the Joint Revenue Board (Establishment) Act. Once operational, these laws are expected to simplify tax administration, improve compliance, enhance revenue generation, and foster a more business-friendly environment. The implementation of the newly signed four tax fiscal reform laws will commence by 1^st January 2026.

This article outlines some notable highlights of the Acts that individuals and businesses should be aware of.

Key Highlights of Nigeria’s Newly Signed Tax Reform Acts

Some of the highlights of the newly signed Tax Reform Acts include:

1. Personal Income Tax Relief: Low-income earners earning NGN800,000 or less per annum are completely exempted from personal income tax under the Nigeria Tax Act (NTA). 25% personal income tax applies only to individuals earning above N50 million annually. The Act also increases the tax exemption threshold for compensation for loss of employment or injury from NGN10million to NGN50million.
2. VAT Exemptions on Essential Goods and Services: Essential goods and services including food items, medical equipment and services, pharmaceuticals, tuition fees, electricity, educational books and materials, exports (excluding oil and gas exports) etc., are exempted from VAT. The impact of this is that businesses selling these goods and services can recover their VAT costs, despite the zero rate.
3. Establishment of Nigeria Revenue Service (NRS): The Federal Inland Revenue Service (FIRS), the agency established to regulate the collection of tax in Nigeria has now become Nigeria Revenue Service (NRS). The Nigeria Revenue Service (Establishment) Act repeals the current Federal Inland Revenue Service Act and defines the NRS’ expanded mandate, including non-tax revenue collection of other agencies such as the Nigeria Customs Service, Nigeria Upstream Petroleum Regulatory Commission (NUPRC), Nigeria Ports Authority (NPA), among others. The Bill also lays out transparency, accountability, and efficiency mechanisms. The Acts also provide that State Internal Revenue Services (SIRS) will be autonomous in the running of their affairs.
4. Increase in Tax Exemption Threshold for Small Companies: Prior to the assent of the Acts, only small companies with an annual gross turnover of less than N25m were exempted from tax. Under the new Acts, there is an increase in the tax exemption threshold for small companies from annual gross turnover of N25m to N100m. Thus, small companies with gross turnover of N100m and below and total fixed assets not exceeding NGN250million are now exempt from Companies Income Tax (CIT), Capital Gains Tax (CGT) and the newly introduced Development levy.
5. Increased Capital Gains Tax (CGT) rate – The NTA increases the CGT rate from 10% to 30% for companies, aligning the CGT and CIT. For individuals, capital gains will be taxed at the applicable income tax rate based on the progressive tax band of the individual.
6. Introduction of Development Levy – Nigerian companies except small companies will pay a “Development Levy” at 4% of their assessable profits. The Development Levy consolidates the Tertiary Education Tax (TET), Information Technology Levy (IT), the National Agency for Science and Engineering Infrastructure (NASENI) levy and the Police Trust Fund (PTF) levy.
7. Introduction of Economic Development Incentive – The Acts replace the “pioneer” tax holiday with a new Economic Development Incentive (EDI), offering a 5% annual tax credit for 5 years on qualifying capital expenses made by eligible companies within 5 years from production start. Unused credits can be carried forward for another 5 years, after which they expire.
8. Minimum Effective Tax Rate (ETR) – Nigerian companies who are members of a multinational group with aggregate group turnover of EUR750million and above or have an annual turnover of NGN50billion and above, will now be subject to ETR of 15% of their “Net Income”. This rule does not apply to Free Zone companies on their exports out of Nigeria, provided that such companies are not part of multinational groups.
9. Introduction of the Office of Tax Ombuds: Under the new Acts, an Office of Tax Ombud has been introduced to protect taxpayers against arbitrary tax assessments. The Tax Ombuds office will liaise with the tax authorities on behalf of taxpayers and serve as an independent arbiter to review and resolve complaints relating to taxes, levies, duties or similar regulatory charges.
10. Increased penalties for non-compliance: There has been a significant increase in non-compliance penalties and the introduction of new penalties. Some of the updates include increase in the penalty for failure to file returns to NGN100,000 in the first month, and NGN50,000 for every month the failure continues, introduction of new penalties such as penalty of NGN5million for awarding contracts to individuals or entities that are not registered for tax, penalties for failure to grant access for deployment of technology, inducing a tax officer, etc.
11. Powers for AGF to Deduct Taxes: The new laws grant the Attorney General of the Federation (AGF) powers to deduct unremitted taxes by a government or MDA and pay to the beneficiary government.
12. VAT and CIT Rates Remain the Same: Under the new laws, Value Added Tax (VAT) remains at 7.5% and Company Income Tax (CIT) for large companies remains at 30%, without any increment. However, the 30% rate can be reduced to 25% effective from a date as may be determined in an Order issued by the President on the advice of the National Economic Council.
13. Tax Incentives for Agricultural Companies: Income generated by companies engaged in agricultural businesses, including crop production, livestock, aquaculture, forestry, dairy, cocoa processing and manufacturing of animal feeds will be exempt from income tax for the first five (5) years from commencement of business.

Other notable reforms introduced by the new Acts include; transfer of income from Electronic Money Transfer levy exclusively to states as part of stamp duties, ceding of 5% of VAT revenue to states by the federal government, tax break or incentives for employers to hire more people, tax exemption on personal effects not exceeding N5m, VAT exemption on purchase of real estate, amongst others.

Conclusion

The signing of the four landmark tax reform Acts in Nigeria marks a significant transformation in Nigeria’s tax regime. The reforms introduced by these Acts are expected to reduce the tax burden on vulnerable groups, encourage MSME growth, and stimulate foreign and local investments. Businesses are advised to reassess their compliance strategy and consult with legal or tax professionals to understand how the new laws affect their operations.

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:

Arbitration is a process where parties to a dispute agree to submit their dispute to one or more neutral third parties, known as arbitrators, who render a binding decision on the matter. This method is distinct from other ADR forms, such as mediation or conciliation, in that the arbitrator’s decision is typically final and enforceable, similar to a court judgment. The consensual nature of this approach allows parties to tailor the process to their specific needs, selecting arbitrators with relevant expertise and determining procedural rules that best suit the context of their dispute.

The advantages of using Alternative Dispute Resolution in Commercial disputes provides confidentiality, expertise, flexibility and autonomy, enforceability, cost and time efficiency.

Regulatory Framework in Nigeria.

Nigeria has established a comprehensive regulatory framework for private dispute resolution, notably through the Arbitration and Mediation Act 2023 (the Act). This legislation modernizes and consolidates the country’s approach to alternative dispute resolution, aligning it with international standards and best practices.

Key Features of the Arbitration and Mediation Act 2023:

1. Unified Legal Framework: The Act creates a unified pathway for resolving conflicts via private mechanisms, promoting fair and efficient outcomes in commercial matters.
2. Mandatory Stay of Court Proceedings: Courts are now mandated to halt proceedings and refer parties to dispute resolution when a valid agreement exists, unless the agreement is deemed void, inoperative, or incapable of being performed.
3. Third-Party Funding: The Act explicitly permits third-party funding, addressing previous uncertainties and enhancing access to justice. This arrangement involves a funder who has no prior interest in an investment or commercial dispute, providing financial support to one of the parties engaged in the dispute resolution, in return for a share of the eventual proceeds of the award, if any.
4. Award Review Tribunal: This innovative provision allows parties to opt for an Award Review Tribunal to review arbitral awards, providing an additional layer of scrutiny before resorting to court intervention.
5. Interim Measures: The Act empowers both arbitral tribunals and national courts to grant interim relief to protect parties’ interests during dispute resolution. Interim measures issued by arbitral tribunals are enforceable by the courts, strengthening the process’s effectiveness. Examples of Interim measures include injunctions, security for costs, preservation of assets.
6. Arbitrator Immunity: The Act grants immunity to arbitrators, appointing authorities, and arbitral institutions, except in cases of bad faith, promoting impartiality and independence.
7. Electronic Communications: Agreements can now be validly made through electronic communications, broadening the scope of acceptable forms for such agreements.

These provisions collectively enhance Nigeria’s alternative dispute resolution landscape, making it more attractive for both domestic and international commercial disputes. The Act’s alignment with global standards underscores Nigeria’s commitment to providing a robust and efficient dispute resolution mechanism.

Reasons Why Parties Should Choose Arbitration

This method offers several compelling advantages over traditional litigation, making it an attractive option for resolving commercial disputes:

1. Confidentiality: Proceedings are conducted in private, ensuring that sensitive business information remains confidential. This privacy helps protect trade secrets and maintain reputations.
2. Expertise of Arbitrators: Parties can select arbitrators with specialized knowledge relevant to their industry or the specific issues at hand, leading to more informed and appropriate decisions.
3. Flexibility and Control: The process can be customized to fit the parties’ preferences, ranging from the procedural rules and timelines to the venue of hearings.
4. Enforceability of Awards: Arbitral awards are generally easier to enforce internationally compared to court judgments. Nigeria is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which means that awards obtained abroad can be enforced in Nigeria.
5. Cost and Time Efficiency: This mechanism is often quicker and less expensive than court litigation. . The streamlined procedures and limited discovery processes often result in faster resolutions, reducing legal fees and associated costs. For example, a typical court case in Nigeria can take 4 to 10 years to conclude, depending on the complexity of the case and the jurisdiction, with some cases taking even longer.
6. Neutral Forum: In international disputes, it offers a neutral venue, which can alleviate concerns about potential biases in a foreign court system. This neutrality fosters fairness and can be pivotal in disputes involving parties from different countries.

The Arbitration Process in Nigeria

To effectively utilize this method of dispute resolution, it’s essential for parties to include clear and comprehensive dispute resolution clauses in their commercial agreements. These clauses serve as a mutual commitment to resolve potential disputes handle potential disagreements outside the courtroom.

The process typically unfolds in the following stages:

1. Commencement: The process begins when a party submits a “Notice of Arbitration” or “Demand for Arbitration,” outlining the dispute and the relief sought. This notice is sent to the opposing party and where applicable, to the designated dispute resolution institution.
2. Selection of Arbitrator(s): Depending on the clause in the agreement, parties select one or more arbitrators based on criteria such as expertise, neutrality, and availability. Selection can be by mutual consent or through institutions such as the Nigerian Institute of Chartered Arbitrators (NICArb), Lagos Court of Arbitration, International Centre for Arbitration and ADR, Maritime Arbitrators Association of Nigeria, or the Lagos Chamber of Commerce International Arbitration Centre. etc.
3. Preliminary Hearing and Scheduling: Once appointed, the arbitrator(s) conduct a preliminary hearing to discuss procedural matters, including timelines, discovery processes, and the scheduling of hearings. This stage ensures that both parties understand the procedures and have an opportunity to present their case adequately.
4. Exchange of Information (Discovery): Parties exchange relevant documents and information pertinent to the dispute. Although this stage is usually more concise than in court proceedings, it still allows for meaningful disclosure to support the hearing.
5. Hearing: During the hearing, both parties present their evidence and argument through their skilled lawyers. This may include witness testimonies, expert reports, and documentary evidence. Hearings can be conducted in person, via video conference, or through written submissions, depending on the agreement and circumstances.
6. Deliberation and Award: After the hearing, the arbitrator(s) deliberate and issue a written decision, known as an award. This award is binding on the parties and enforceable in courts, subject to limited grounds for challenge.

Throughout the dispute resolution process, parties maintain control over various aspects, such as selecting arbitrators and tailoring procedures to fit the specific needs of their dispute. This flexibility, combined with the binding nature of arbitral awards, makes this method a valuable tool for resolving commercial disputes efficiently and effectively.

Parties’ Role in the Arbitration Process

In resolving disputes outside the courtroom, the disputing parties play a central and proactive role, exercising significant control over various aspects of the process. Their key responsibilities and rights include:

1. Initiating the Process: A party seeking to begin proceedings must file a “Notice of Arbitration” or “Demand for Arbitration,” formally initiating the proceedings and outlining the dispute and desired remedies.
2. Selecting Arbitrators: Parties have the autonomy to choose arbitrators with relevant expertise and impartiality, ensuring a knowledgeable and unbiased tribunal.
3. Determining Procedural Rules: Through mutual agreement, parties can establish the rules governing the proceedings, including timelines, confidentiality measures, and specific procedures, tailoring the process to their specific needs.
4. Presenting Evidence and Arguments: Parties through their lawyers are responsible for presenting their case, including submitting evidence, calling witnesses, and making legal arguments to support their positions.
5. Maintaining Confidentiality: Given that this form of dispute resolution is a private process, parties are expected to uphold the confidentiality of the proceedings, safeguarding sensitive information and the integrity of the process.
6. Complying with the Arbitral Award: Once a decision is rendered, parties are obligated to adhere to the terms of the arbitral award, which is binding and enforceable. It can be contested on specific grounds including misconduct, fraud or error in judgement.

By actively engaging in these roles, parties can ensure a fair, efficient, and tailored resolution to their commercial disputes.

Contract Clauses and Pending Court Proceedings

When a commercial contract includes an alternative dispute resolution clause specifying that disputes should be resolved through a private adjudication process, and a party initiates court proceedings instead, the legal framework provides mechanisms to address this situation.

Under the Arbitration and Mediation Act 2023 (AMA), if a lawsuit is filed concerning a matter covered by such an agreement, the defendant can request the court to refer the parties to the agreed procedure. Section 5(1) of the AMA mandates that courts must redirect the matter unless the agreement is found to be “null and void, inoperative, or incapable of being performed.” This provision underscores the judiciary’s commitment to upholding parties’ agreements to arbitrate disputes.

To enforce the private dispute resolution clause, the defendant should promptly file an application for a stay of proceedings before submitting any pleadings or taking further steps in the court process. Timeliness is crucial; any delay or participation in the court proceedings may be interpreted as a waiver of the right to arbitrate. The court, upon receiving such an application, is obligated to halt its proceedings and direct the parties to follow the agreed path,  provided the agreement is valid and applicable to the dispute at hand.

The enactment of the AMA has further solidified the legal framework supporting private dispute resolution in Nigeria. By aligning with international standards, the AMA enhances the enforceability of such agreements and awards, providing parties with greater confidence in choosing this method as their preferred dispute resolution mechanism.

Conclusion

Arbitration plays a crucial role in resolving commercial disputes by offering parties a flexible, efficient, and enforceable alternative to litigation. As an ADR mechanism, it provides confidentiality, expert decision-making, international enforceability and cost-effectiveness, making it a preferred choice for businesses seeking to protect their commercial interests.

By including well-drafted dispute resolution clauses in commercial agreements, parties can ensure that disputes are resolved in a structured manner, avoiding the delays, costs and uncertainties of court litigation.

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:

In Nigeria, it is possible to apply for the cancellation of a registered trademark based on any of the grounds provided by law and upon satisfaction of some conditions as outlined by the Nigerian Industrial Property Office (NIPO). The main grounds for applying to revoke a trademark in Nigeria are usually for non-use and non-renewal of the trademark.

Section 31(1) of the Trademarks Act of Nigeria, 2004 (the Act) states that a registered trademark can be removed from the Register of Trademarks in relation to specific goods for which it is registered. This removal can be initiated through an application made by any person who establishes sufficient interest to the satisfaction of the Registrar or the court. The Act stipulates various grounds for applying to the Registrar of Trademarks for the removal of a registered trademark.

Grounds for Revocation of a Trademark in Nigeria

The grounds for removal of a registered trademark include non-use, non-renewal, failure to observe a condition precedent, where the registration was obtained by fraud, etc.

1. Non-use:

   The Act allows a trademark to be revoked if it has not been used. One ground for cancellation is when the trademark was registered without any genuine intention to use it. In this case, no real use of the trademark should have occurred up to one month before the revocation application.

   The person seeking revocation must prove that the owner never intended to use the trademark and that it has not been used during that time.

   Another ground for removal is when the trademark has not been used for a continuous period of at least five years, up to one month before the application date. Even if there was an initial genuine intention to use the mark, it can still be revoked if it remains unused for five years and one month in relation to the registered goods or services.

Exceptions to Revocation on the Ground of Non-Use

The Act provides for exceptions or defenses to the cancellation of trademarks on the ground of non-use.

1. Bona fide Use:

   If the trademark has been used in good faith by the proprietor for the goods it is registered for, it is exempt from removal due to non-use. This use must fall within the relevant period before a revocation application can be made.

   However, this exemption does not apply if the applicant seeking revocation has been allowed under Section 13(2) of the Act to register an identical or similar mark for the goods, or if the tribunal permits such registration despite prior use.

2. Special Circumstances:

   Special circumstances that prevented the proprietor from using the trademark also protect against revocation for non-use. Non-use caused by factors beyond the proprietor’s control, rather than an intentional decision to abandon the trademark, is a valid defense.

   For example, if a government ban restricts an industry such as cryptocurrency, the trademark for that business may be unusable during the ban. This situation is considered a valid exception since the trademark was not deliberately abandoned.

3. Protection for Well-Known Marks:

   Well-known trademarks registered across various goods classes cannot be revoked for non-use in Nigeria because of their popular status. This protection applies even if the mark isn’t used for all registered classes.

   A highly popular mark may be exempt from removal if the proprietor applies and the Registry acknowledges it as a well-known mark. This ensures genuine trademark rights are preserved fairly.

4. Failure to Observe a Condition Precedent:

   A registered trademark can be revoked if it is shown that the proprietor of the relevant mark or goods failed to comply or observe a condition precedent in relation to the trademark.

   In defense, a proprietor can provide evidence of compliance or fulfilment of the stipulated conditions to avoid removal of the trademark.

5. Non-Renewal of Trademark:

   The registration of a trademark in the Register of Trademarks does not guarantee perpetual protection of the mark. Registration is valid for an initial period of seven years in Nigeria, with the possibility of renewal for subsequent fourteen-year periods.

   The non-renewal of an expired trademark may lead to the cancellation of the mark upon the application of an interested party.

   A defense to an alleged non-renewal is proof that the Registrar did not issue the required statutory notice for renewal.

Other grounds for removal include giving inaccurate or misleading information regarding a trademark when obtaining or maintaining a trademark registration, where the trademark registration was obtained by fraud, where the trademark is likely to cause confusion, where it is scandalous or contrary to law and morality and where the trademark is found to be infringing on the rights of another party.

Procedure for Revocation of a Trademark in Nigeria

An application for the cancellation of a trademark in Nigeria can be made to either the Registrar of Trademarks or to the Federal High Court.

Where it is made to the Registrar, it shall be in the prescribed form and accompanied by a statement of the applicant’s interest, relevant facts upon which the case is founded, and reliefs sought.

Where the applicant is not the registered proprietor of the trademark in question, copies of the application will be provided by the applicant and sent by the Registrar to the registered proprietor.

The defendant is entitled to file a Counter-Statement or Defense to the applicant’s claims. The applicant may file a Reply if necessary.

In revocation proceedings before the Registrar, evidence is typically provided through statutory declarations unless the Registrar directs otherwise. In any case where the Registrar thinks it right to do so, he may take oral testimony instead of or in addition to evidence by statutory declaration.

After reviewing the evidence, the Registrar will determine the question between parties, subject to appeal to the Federal High Court. It is important to note that the Registrar may at any stage of the proceedings refer the application for cancellation to the court.

An application for removal is made to the Federal High Court in the prescribed form where a matter is pending before the court regarding a particular trademark. An appeal from a decision on removal of trademark by the Registrar lies firstly with the Federal High Court, then with the Court of Appeal and finally with the Supreme Court.

In the case of non-renewal of trademark, the Registrar may revoke an expired trademark where the proprietor fails to pay the renewal fee prior to the expiration date or fails to pay the renewal fee with the appropriate surcharge after the expiration date, after the necessary notice of impending expiration has been sent by the Registrar.

The Registrar is statutorily required to notify the registered proprietor of the trademark of the impending expiration not less than one month and not more than two months to the expiration date in the first instance and not less than 14 days but not more than one month to the expiration date in the second instance.

Where the proprietor fails to pay the necessary fee before the expiration date, the Registrar shall advertise the expiration of the trademark in the Trademarks Journal and shall be free to remove the trademark from the Register where the proprietor fails to pay the renewal fee with any surcharge for late renewal within one month after the advertisement.

Conclusion

Nigerian law allows for cancellation of trademark on a variety of grounds. These include non-use, non-renewal, obtaining registration by fraud, etc. An application for revocation can be made by an interested party to the Registrar of Trademarks or to the Federal High Court.

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:

In October 2022, Nigerian president at the time, signed the Start-up Act, which aimed to enhance the development and growth of the Nigerian Startup sector and encourage innovation and entrepreneurship for startups.

As a result of this Act, there has no doubt been a lot of regulatory attention on Start-ups, with regulatory compliance becoming an important factor for new companies to consider.

A start-up can be referred to as a company that is in the early or initial stages of business or development. According to the Nigerian Startup Act, 2022, a start-up is a company which has been in existence for a period not more than 10 years.

Generally, all companies, whether start-ups or not, must satisfy certain regulatory requirements in order to remain operational and avoid sanctions by regulators. It is therefore necessary for Start-ups to stay informed of the compliance requirements relevant to them and to comply with those requirements.

Below are some of the regulatory requirements Start-ups should watch out for

1. Incorporation of Company

It is a mandatory requirement that all businesses in Nigeria must be incorporated with the Corporate Affairs Commission (CAC) in accordance with the Companies and Allied Matters Act (CAMA), 2020. Incorporation grants your company legal identity and is mandatory before an organization commences business. For official information and updates on company incorporation and compliance, visit the Corporate Affairs Commission’s Public Notes 

2. Regulatory Compliance for Tax Registration and Filings

Start-ups must register with the Federal Inland Revenue Service (FIRS) and State Inland Revenue Service for remittance of Company Income Tax (CIT), Value Added Tax (VAT), Personal Income Tax and Withholding tax (WHT) where applicable.

Upon registration with the FIRS, a company is issued a Tax Identification Number (TIN), which serves as the company’s identification number for all dealings with the federal tax authorities. Failure to register for tax will attract sanctions from the FIRS.

The first CIT must be filed within 18 months of incorporation, and subsequently within six months of their financial year-end. Companies are also required to file and remit VAT on or before the 21^st day of the month following that which the transaction was made.

Remittance of Personal Income Tax or PAYE (Pay As You Earn) on behalf of local employees are to be filed monthly to the state government where the worker resides on or before the 10^th day of the month following the month of deduction.

Additionally, employers are required to file annual PAYE returns not later than 31^st January in respect of all employees in its employment in the preceding year.

WHT returns are to be filed monthly within 30 days from the date the amount was deducted or the time the duty to deduct arose. Failure to file the relevant tax returns result in penalties and tax liabilities.

3. Post incorporation filings

Any changes in any company’s structure, such as directorship, shareholding, registered address, etc. must be filed with and approved by the CAC. Annual returns (Statement of Affairs if the company has not commenced business) must also be filed to maintain active status with the CAC. For start-ups, the first annual returns must be filed within 18 months of incorporation of the company and subsequently on an annual basis. Failure to file annual returns could result in the company being declared inactive and ultimately deregistered. Also, late filing of annual returns attracts a penalty for each year of default.

4. Industry-Specific Licenses and Permits

Depending on the sector in which you operate, specific licenses or permits from regulatory bodies may be required. For example, sports betting companies require licenses from the state lottery boards and financial services companies require licenses from the Central Bank of Nigeria, Securities and Exchange Commission etc. For a company with foreign participation, it is required to obtain a business permit from the Federal Ministry of Interior which allows the company to commence business operations in Nigeria.

5. Mandatory Meetings for Regulatory Compliance

Companies are mandated to hold Annual General Meetings (AGM) and board meetings. Companies may hold extraordinary general meetings as they deem fit. For a start-up company, the first AGM must occur not later than 18 months of incorporation, with subsequent AGMs held no later than 15 months after the last AGM. Regarding board of directors’ meeting, the first board meeting should take place within six months of incorporation. Subsequently, the Directors may have meetings from time to time as they deem necessary.

6. NSITF Contribution and Pension

Employers must contribute 1% of their employee monthly payroll to Nigerian Social Insurance Trust Fund (NSITF) every year and remit monthly pension contribution of 8% for the employee and 10% for the employer with an approved Pension Funds Administrator (PFA) not later than 7 days of payment of salary every month. Start-ups must make their first NSITF contribution within two years of commencing operations. Companies that fail to make the required contribution to NSITF, shall pay a fine of at least 2% of the amount due to be remitted, in addition to the amount to be paid.

7. Nigerian Data Protection Commission Registration and Data Audit

Companies controlling or processing personal data must register with the Nigerian Data Protection Commission (NDPC) and file annual data audit reports. These companies are referred to as data controllers and data processors of major importance. Start-ups that control and process data are mandated to register with the NDPC upon incorporation failure to do so or late registration incurs penalties.

8. Brand Protection

Although not mandatorily required, Start-ups and existing companies are advised to protect their intellectual property or intangible assets by registering trademarks, patents, and copyrights with the Federal Ministry of Industry, Trade, and Investment. This prevents competitors from unlawfully copying, counterfeiting and registering your brand.

9. Corporate Governance

In Nigeria, companies are required to adhere to corporate governance best practices to ensure proper management. Companies in some specific industries are also required to set up sub-committees to effectively undertake the business of the companies. For example, some corporate governance requirements can be found under CAMA 2020, the Nigerian Code of Corporate Governance (NCCG), 2018, the Code of Corporate Governance for Public Companies (CCGPC) 2011; Code of Corporate Governance for Banks and Discount Houses in Nigeria 2014, amongst others. Start-ups are required to comply with the codes relevant to their industries.

9. Nigerian Investment Promotion Commission (NIPC) Registration

The Nigerian Investment Promotion Commission (NIPC) is a government agency established to encourage, promote and coordinate investments in Nigeria. Whether wholly or jointly owned by foreigners, start-ups intending to operate in Nigeria must register with the NIPC before the commencement of business operations.

10. National Office for Technology Acquisition and Promotion (NOTAP) Registration

Nigerian companies seeking to enter into contracts or agreements with a foreigner for the transfer of foreign technology to Nigerians are expected to register the contracts with NOTAP. Failure to register the contract will however not affect the validity of the contract but will prevent the Nigerian entity from making payments from Nigeria through any licensed bank in Nigeria to any person outside Nigeria.

11. Special Control Unit Against Money Laundering (SCUML) Registrations

Designated Non-Financial Institutions (DNFIs) which include construction, consulting, financial services, tax companies, etc. must register with the Special Control Unit Against Money Laundering (SCUML) of the Economic and Financial Crimes Commission (EFCC) and obtain a registration certificate. DNFIs are also expected to submit their cash-based transaction reports and Currency Transaction Reports to SCUML for onward forwarding to the Nigeria Financial Intelligence Unit (NFIU).

Conclusion

Almost three years after The Start-up Act, was signed into law, the jury is still out as to whether or not it has made any difference at enhancing the development and growth of the Nigerian Startup sector and encourage innovation and entrepreneurship for startups. There are numerous and enormous mandatory regulatory requirements which Start-ups (and existing companies) must comply with in Nigeria. Navigating regulatory landmines in Nigeria is vital for the success and sustainability of any business. Regulatory compliance keeps companies legally protected, helps them  identify and mitigate risks and enhances operational efficiency.

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:

Therefore, any person or entity desiring to provide inbound cross-border money remittance in Nigeria is required to be licensed as an IMTO with the CBN. Under the previous regime provided by the Guidelines on International Money Transfer Services in Nigeria, 2014, IMTOs were able to engage in both inbound and outbound international money transfer but this is no longer the case following the new Guidelines issued by the CBN in January 2024 which restrict IMTOs only to inbound international money transfers.

To obtain an IMTO license in Nigeria, an applicant must meet specific eligibility requirements. These requirements would usually include share capital, policies and other documentary requirements.

The key regulatory framework applicable to IMTOs in Nigeria is the CBN Guidelines on International Money Transfer Services in Nigeria, 2024. These Guidelines outline the permissible and non-permissible activities for IMTOs, requirements to obtain IMTO license, etc.

Permitted Operations for IMTOs

IMTOs are now permitted to process only inbound international money transfer transactions.  This means that IMTOs can only accept and transfer monies to persons resident in Nigeria or render money transfer services towards family maintenance or in favour of foreign tourists visiting Nigeria, etc.

Non-Permitted Operations

IMTOs are prohibited from engaging in outbound transactions and purchasing foreign exchange from the domestic foreign exchange market for settlement. IMTOs are strictly limited to the permitted activities and any activity beyond the permitted operations is prohibited.

Procedure for Obtaining IMTO License from the CBN

The application for IMTO license is made in two stages which are Approval-in-Principle (AIP) and Final Approval.

1. Approval-in-Principle

An applicant of an IMTO license is required to first apply to the CBN for the grant of an Approval-in-Principle. The application is made to the Director of the Trade and Exchange Department of the CBN. At this stage, the applicant is required to pay a non -refundable application fee to the CBN and submit the required supporting documentations. The documents required for the purpose of obtaining Approval-in-Principle include:

1. Approval to operate in other jurisdictions or agency agreement
2. Evidence of tax clearance and incorporation documents in Nigeria
3. Ownership structure of the IMTO
4. Board of Director’s approval to operate international money transfer services
5. Profile of the company which shall include the Curriculum Vitae, biodata and contact details of the board and management of the company.
6. Credit reports on shareholders and other key officers obtained from a licensed credit bureau
7. Minimum share capital requirement of $1,000,000 (One Million USD) for foreign IMTOs and the equivalent in Naira for local IMTOs.
8. Any other information or documents as may be required by the CBN.

The CBN will review the application together with the supporting documents and decide whether or not to grant Approval-in-Principle. The grant of Approval-in-Principle by the CBN does not authorize the commencement of business operations but only allows the applicant to proceed to open bank account and process pre-operational requirements and processes.

2. Final Approval

No later than three months of obtaining Approval-in-Principle, an IMTO is required to apply to the CBN for a final approval to enable it commence business operations. To obtain final approval from the CBN, the applicant must submit the following information and documents to the CBN:

1. Names of Authorized Dealer Banks
2. Detailed business plan which addresses the nature of business, internal control systems and monitoring procedures, security features, three years financial projections, illustration of transaction flows, dispute resolution mechanism, information technology policy, etc.
3. Enterprise risk management framework
4. Business continuity plan
5. Project deployment plan
6. Any other information which the CBN may require.

If the CBN is satisfied that the applicant has met the requirements for the grant of a final licence, a licence shall be granted for a period of one year.

Renewal of IMTO License

IMTO licenses are subject to renewal annually upon the payment of the license renewal fee to the CBN on or before 31^st January of the year. The CBN allows the IMTO’s agent bank to cease further transactions with the IMTO where the IMTO fails to make a copy of its renewal license available to the agent bank within the first quarter of the year.

Prohibited Entities

The prevailing CBN IMTO regulations prohibit all banks and financial technology (FinTech) companies from providing IMTO services. However, banks can act as agents to IMTOs. The implication is that banks and FinTech companies cannot apply to the CBN to obtain IMTO licenses.

Under the previous IMTO regulatory regime, banks and FinTech companies were eligible to obtain IMTO license and provide IMTO services.

Conclusion

International money transfer services in Nigeria are regulated by the CBN and it is required that IMTO license is obtained from the CBN before any person or entity can provide international money transfer services in Nigeria. The CBN has set the minimum shared capital and documentations required for applicants of IMTO license in Nigeria. Banks and FinTechs are prohibited from operating an IMTO License.

IMTOs can now only engage in inbound international money transfer services and are prohibited from outbound money transfers. IMTO license is processed in two stages of “Approval-in-Principle” and “Final Approval”. The IMTO license is valid for one year and subject to renewal on or before the 31^st of January each year. 

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:

Gambling activities in Nigeria broadly include sports betting, lottery, gaming, casinos, lotto, etc. In order to legitimately operate any type of gambling activity in Nigeria, an operator must first obtain the appropriate licenses from the regulatory authorities. Using Lagos State as a case study, this article explains the regulatory requirements and processes involved in obtaining a betting license in Lagos State.

Regulatory Framework

Previously, a betting company wishing to operate within Nigeria required both a federal license issued by the National Lottery Regulatory Commission (NLRC) and a state licence from the state in which it wishes to operate from.

At the federal level, the NLRC, established under the National Lottery Act, 2005, served as the primary body overseeing gaming activities across the country. Concurrently, state governments regulated online betting within their jurisdictions through their respective regulatory authorities.

However, a recent landmark judgment in Lagos State Government & Ors v. Attorney General of Federation and Anor with suit number SC/1/2008 delivered by the Supreme Court of Nigeria in November 2024, has changed this position by nullifying the National Lottery Act, 2005 and declaring that the National Assembly lacks the jurisdiction to legislate on matters related to lotteries and games of chance, as such powers reside exclusively with state Houses of Assembly to legislate on lottery and gaming within their respective states.

Thus, the import of the Supreme Court judgement is that the National Lottery Act, 2005 now applies only within the Federal Capital Territory (FCT) where the National Assembly has the legislative power to enact laws on lottery and gaming matters. Therefore, lottery and online betting companies are now only required to obtain licenses solely from the state(s) in which they intend to operate.

In Lagos State, the regulatory body responsible for controlling and regulating betting activities is the Lagos State Lotteries and Gaming Authority (LSLGA). Sports betting companies must obtain the requisite license from LSLGA before commencing operations in the state.

With a large internet penetration and the rise of online betting, in practice, an online betting company can obtain a license in one state and be accessible online in another state thereby avoiding the need to apply for licences in multiple states.

Requirements for Obtaining a Sports Betting License/Permit from Lagos State Lotteries and Gaming Authority (LSLGA):

As stated above, the regulatory body responsible for issuing the said license/permit in Lagos State is the Lagos State Lotteries and Gaming Authority (LSLGA). The requirements for obtaining this permit from the LSLGA include:

1. Company Incorporation: The first step towards obtaining the license from the LSLGA is the incorporation of a local company in Nigeria with the Corporate Affairs Commission (CAC) as mandated under the Companies and Allied Matters Act, 2020 (CAMA). This is a compulsory regulatory requirement for any company wishing to do any business in Nigeria.
2. Share Capital: The company must meet the minimum share capital requirement of N20,000,000.00 (Twenty Million Naira) as prescribed by the LSLGA. Please note however that the CAC now requires that any company with foreign participation must have a minimum share capital of N100,000,000 (One Hundred Million Naira). If the company being set up has foreign participation either by shareholding or directorship, the minimum share capital from a CAC point of view must therefore be N100,000,000. Also note that this amount is merely the minimum value of the company shares at the time of registration and the shares do not have to be fully paid up.
3. Financial and Technical Ability: The company must demonstrate the financial and technical ability to operate an online betting business. The applicants must demonstrate financial stability and viability by submitting audited financial statements, proof of sufficient capital, and a detailed business plan. Regarding the technical ability, operators must invest in a robust technical infrastructure for their online betting platform, including secure servers, data protection, and reliable payment processing systems. Compliance with international online security standards is also very essential.
4. Applicant companies cannot be wholly-owned by foreigners as Nigerians are required to hold at least fifteen percent (15%) of the shares in foreign-owned companies to fulfil local content requirement and promote local participation.
5. Payment of application and license/permit fees.

Procedures for Obtaining a Sports Betting License/Permit from LSLGA:

The procedure for obtaining this license from the LSLGA is divided into three stages as follows: the application stage, the approval in principle stage and the final or grant of license stage.

Application Stage:

At this stage, an application for a license/permit is to be submitted to LSLGA together with the following documents:

1. A letter of intent.
2. Evidence of payment of non-refundable application fee
3. Company incorporation documents issued by CAC (Certificate of Incorporation, status report showing details of directors, minimum share capital and registered address and MEMART).
4. Detailed business plan/proposal on the betting scheme which should provide information and documentation on the following:
   1. Business structure information such as address of the registered office, branches, outlets and planned locations, particulars, profile and relevant qualification(s) of directors and key personnel, Tax Clearance Certificate (“TCC”) of Director(s) in the last three (3) years, description of operations and management structure, a betting industry analysis that clearly demonstrates an understanding of the industry, marketing and distribution plans, address of planned location, branches and outlet(s). Please note that these must be lock-up shops – kiosks and mobile vendors are not allowed.
   2. Proposed sports betting operations including details of planned games, relevant sports activities, approximate odds to be used, Operator’s game rules and participants’ Code of Practice, Number and frequency of sports/games and prizes and price structure.
   3. Financial projections including management account, company’s bank statement of the preceding year to support financing plans, five years projected profit and loss account, balance sheet, cash flow analysis which should provide for the annual licence fee and monthly gaming tax, capital investments, etc.
   4. Hardware and software information including servers, routers, firewalls, operating systems and database application specification.
   5. General information on the architectural diagram clearly illustrating the technical operational flow, the proposed platform (whether self-host or cloud based) and the contact information of the hosting company if cloud based.
   6. Detailed information about the applicant’s bookmaker, betting sites and technical consultants, proposed technical topography including a schematic diagram clearly illustrating the technical operational flow.

Due diligence will be conducted on every application to determine the suitability of the applicant for the license within a period of 10 to 15 working days. The applicant will also be required to make a presentation before the LSLGA to justify the grant of the license as part of the application process. Upon the satisfactory fulfilment of the requirements of the application stage and payment of the license fee, an Approval in Principle (AIP) will be granted.

Approval-in-Principle (AIP):

After a successful presentation and upon a satisfactory fulfilment of the pre-approval requirements, the applicant must pay a license fee currently N50,000,000.00 (Fifty Million Naira). Once this payment is made, the applicant is issued an Approval in Principle (AIP).

An AIP serves as a temporary licence allowing the company to operate for a period not exceeding three (3) months (90 days) during which the company will be excused from paying tax.  The AIP is typically granted with specific conditions that must be met before the issuance of a final or substantive license.

Grant of License:

Upon the expiration of the AIP and the applicant’s fulfilment of all stipulated conditions set on the AIP, a final license is issued to the applicant. This license is valid for one (1) year from the date of issuance and is renewable annually for a fee currently N10,000,000.00 (Ten Million Naira).

Post-Licensing Obligations

Following the issuance of the license and commencement of operations, licensed operators are required to fulfill certain post-license obligations, including the remittance of a monthly gaming tax of 2.5% of their sales revenue to the regulatory body. Additionally, licenses must be renewed annually upon expiration to maintain operational compliance.

There are also other tax obligations for e.g. income tax, Value Added Tax (VAT), company income tax, etc. that are payable by the company either to the state revenue authority or the Federal Inland Revenue Services. The licensed operators are also required to make the filings of their annual returns with the CAC to ensure their regulatory compliance.

Conclusion

With the rise of online betting, the Nigerian gaming industry has experienced extraordinary growth in recent years. Previously, sports betting was regulated at both the federal and state levels in Nigeria. However, a recent landmark Supreme Court judgment in November 2024 clarified that betting companies are now only required to obtain licenses exclusively from the states where they intend to operate as the licensing and regulatory powers and oversight of the NLRC is now limited only to the Federal Capital Territory. Upon obtaining the license, operators must comply with all post-license obligations, including remittance of fees to the regulatory body, renewal of license, payment of taxes, filing of annual returns with the CAC, etc.

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: