INTRODUCTION

The General Application and Implementation Directive (GAID) 2025 is a key regulatory instrument issued by the Nigeria Data Protection Commission (NDPC) on March 20, 2025, pursuant to its powers under the Nigeria Data Protection Act (NDPA), 2023. The GAID is scheduled to become operational on September 19, 2025, and is intended to guide the interpretation and implementation of the NDPA across both public and private sector data processing activities in Nigeria.

 

KEY UPDATES UNDER THE GAID 2025

Below are the most significant updates introduced by the General Application and Implementation Directive (GAID) 2025, which clarify and expand upon key provisions of the Nigeria Data Protection Act (NDPA), 2023.

1. Repeal of the NDPR as a Governing Framework

With the issuance of the GAID, the Nigeria Data Protection Regulation (NDPR) 2019 ceases to apply as a legal framework for regulating data privacy and protection in Nigeria.[1] This aligns with Section 64 of the NDPA, which provides transitional provisions for the shift from the NDPR to the NDPA. However, actions lawfully taken under the NDPR prior to the issuance of the GAID remain valid and are not retroactively affected. This update marks a formal and complete transition to the NDPA as the sole legal basis for data protection compliance in Nigeria.

2. Household or Personal Data Processing Obligations

Individuals processing personal data for household or personal use must still respect data privacy and can be held accountable for actions that put others’ data at risk. Risky conduct includes granting app access to contact lists, sharing data with others or online, mishandling devices that store personal data, disclosing data verbally or in writing, and allowing unauthorized access to personal information.[2]

 

3. Expanded Compliance Duties for Data Controllers and Processors

The GAID introduces a detailed compliance framework for data controllers and processors. Key requirements include registration (where designated as major), conducting annual data compliance audits, filing compliance returns, appointing a Data Protection Officer (DPO), and implementing internal privacy training and monitoring systems.[3] Entities must also publish clear privacy and cookie notices, report data breaches within 72 hours, and ensure systems support data subject rights like access, correction, and portability. These measures are designed to embed accountability and transparency into all data processing operations.

 

4. “Operating in Nigeria” Now Includes Foreign Entities Targeting Nigerians

Article 8 of the GAID expands the interpretation of “operating in Nigeria” to include data controllers and processors not physically present in the country but who target Nigerian data subjects. This means that any organization, whether domiciled abroad or not, that processes personal data in a way that significantly impacts Nigeria’s economy, society, or security may be classified as a data controller or processor of major importance. The NDPC considers factors such as volume and sensitivity of data, cross-border transfers, use of third-party infrastructure, and risk to data subjects. To align regulatory obligations with the scale of data processing, entities are categorised into Ultra-High, Extra-High, or Ordinary-High levels.

 

5. Mandatory Registration for Data Controllers and Processors of Major Importance

Article 9 requires all data controllers and processors designated as being of major importance to register with the NDPC. Entities classified as Ultra-High Level (UHL) or Extra-High Level (EHL) must register once and only file annual compliance returns (CAR), while those in the Ordinary-High Level (OHL) category must renew their registration annually, without needing to file separate CARs.

Entities must also notify the Commission within 60 days of any significant change to their registration details.[4] If an organisation no longer qualifies as a data controller or processor of major importance, it may request removal from the register, although it remains liable for any outstanding fees.[5] The NDPC will publish and update the register annually to ensure transparency.[6]

 

6. Filing of NDP Act Compliance Audit Returns (CAR)

Data controllers/processors must conduct periodic audits to assess risks and mitigate data breaches.[7] Key requirements:

• A risk-based approach for audits.
• Annual CAR filing for UHL and EHL entities; new entities must file within 15 months.
• Failure to file on time incurs a 50% penalty.
• CAR submitted via the Commission’s platform, with possible additional information requests.
• UHL/EHL entities must file through a licensed Data Protection Compliance Organisation (DPCO).

 

7. Designation, Position, and Credential Assessment of Data Protection Officer (DPO)

• Designation of DPO: Data controllers/processors must designate a DPO, either as an internal staff member or via a service contract, and must communicate the DPO’s contact details to the Commission.[8]
• Position of DPO: DPOs must be actively involved in data processing decisions, receive adequate support, and report directly to management. They should be free from coercion, and their role includes confidentiality obligations. They may have other tasks, provided there is no conflict of interest.[9]
• Semi-Annual Data Protection Report: The DPO must compile and submit a report on data protection compliance every six months, covering privacy notices, data security, lawful bases for processing, and more.[10]
• Credential Assessment of DPO: The Commission will maintain a database of certified DPOs and conduct annual assessments to ensure ongoing professionalism. DPOs must meet specific criteria, including continuous professional development, and may be subject to verification.[11]

 

8. Data Processing Requiring Consent and Reliance on Consent

• Consent is required for direct marketing, sensitive data, further incompatible processing, child data, cross-border transfers, and automated decisions with legal impact.[12]
• Reliance on Consent: Consent should be prioritized, but other lawful bases can be considered if consent undermines the rule of law. The Commission will assess risks to rights and security.[13]
• Accountability: Data controllers must maintain consent records, ensure easy withdrawal, and guarantee that refusal doesn’t harm the data subject’s rights. Constructive or implied consent is allowed in specific situations.

 

9. Consent Requirements for Cookies and Tracking Tools

The GAID reinforces the requirement for clear, informed, and freely given consent before deploying cookies or similar tracking tools on websites or digital platforms. Cookie banners must be prominently displayed without requiring users to scroll. While necessary cookies (supporting core site functions and not processing sensitive data) do not require consent, all other types demand an explicit “accept” or “reject” option. Website owners must also provide transparent details on the purpose, controller, and withdrawal process. Tools functionally similar to cookies are subject to the same consent rules.[14]

 

10. Measures Against Privacy Breach Abetment

The GAID introduces stricter obligations for data controllers and processors to actively prevent their platforms, facilities, or networks from being used to infringe on data privacy rights. Upon being notified by the NDPC of misuse, they must immediately restrict the offending party, pending investigation.[15] Failure to act on such directives renders them liable for abetting a privacy breach, treated as a direct violation of the NDP Act. The Commission will rely only on credible documentary or electronic evidence in determining breaches.

 

11. Clarification on the Right to Be Forgotten

The GAID reinforces the data subject’s right to have their personal data erased under specific conditions, such as when data is no longer needed, consent is withdrawn, processing is objected to or unlawful, or erasure is required by law.[16] However, this right is limited where data is needed for public interest, legal claims, freedom of expression, public health, or scientific/historical/statistical purposes. When data has been made public or shared, the controller must ensure third-party erasure upon request. Claims of overriding public interest must be proven by the data controller.

 

12. Data Subject’s Standard Notice to Address Grievance (SNAG)

Data subjects can issue a Standard Notice to Address Grievance (SNAG) if they believe their data privacy rights have been violated.[17] The SNAG serves as a template for requesting internal remediation and is not required before filing a complaint with the Commission or taking legal action. It can be issued by the data subject, their representative, or a civil society organization. The Commission may create an electronic platform to track SNAGs. Data controllers or processors must respond to SNAGs via the platform, and the Commission can investigate unresolved grievances. SNAGs can be delivered through various communication methods, including email and physical mail.

 

结论
The GAID 2025 marks a significant evolution in Nigeria’s data protection landscape, offering clearer obligations, expanded protections, and stronger enforcement mechanisms. Organizations and individuals must begin aligning their practices with the Directive ahead of its commencement on September 19, 2025. It is very important to engage leading Data Protection Compliance Organizations (DPCOs) in Nigeria or data privacy lawyers for businesses to navigate the complexities of data protection regulations. They help organizations understand and comply with data protection laws, mitigate risks, and build trust with customers and stakeholders.

Written by Felicia Ayeomoni for Adeola Oyinlade & Co.

 

Email us: [email protected]

Telephone Number: +234 803 826 7683 / +234 802 686 0247

 

_________

As one of the top law firms in Nigeria, Adeola Oyinlade & Co provides legal services to national and multi-national companies and clients for their corporate and commercial law matters with specialty in data privacy and data protection law. Our services have earned us the Nigeria Law Firm of the Year Award at the Lawyers Global 2024 Annual Legal Awards and the prestigious International Law Firm of the Year in Nigeria of Corporate INTL Global Awards for the years 2022, 2023, 2024 and 2025 (4 years in a row) among others.

[1]Article 3(3) of the GAID, 2025.

[2]Article 6(2) of the GAID,2025.

[3]Article 7 of the GAID,2025.

[4]Article 9 (4) of the GAID, 2025.

[5] Article 9 (5) (6) of the GAID, 2025.

[6] Article 9 (7) of the GAID,2025.

[7] Article 10 of the GAID, 2025.

[8] Article 11 of the GAID, 2025.

[9] Article 12 of the GAID, 2025

[10] Article 13 of the GAID, 2025

[11] Article 14 of the GAID, 2025

[12] Article 18 of the GAID, 2025

[13] Article 17 of the GAID, 2025

[14] Article 19 of the GAID, 2025.

[15] Article 32 of the GAID, 2025.

[16] Article 38 of the GAID, 2025.

[17] Article 40 of the GAID, 2025.

INTRODUCTION

Company Income Tax, also known as Corporate Tax, is a levy imposed on the profits of companies conducting business in Nigeria.[1] It is primarily regulated by the Companies Income Tax Act (CITA), as amended by various Finance Acts, and is administered by the Federal Inland Revenue Service (FIRS).

 

WHAT TYPE OF INCOMES ARE TAXABLE?

Under the Companies Income Tax Act (CITA), as amended by the Finance Acts, companies in Nigeria are required to pay tax on their profits for each year of assessment.[2] These profits are taxed at the rates specified in Section 40(1) of CITA and apply to income that:

• Is earned in Nigeria,
• Is brought into Nigeria,
• Comes from Nigeria, or
• Is received in Nigeria.

However, profits already taxed under other laws like the Capital Gains Tax Act, Petroleum Profits Tax Act, or Personal Income Tax Act are excluded.[3]

The types of profits that are taxable under CITA include:

1. Profits from any trade or business, regardless of how long the business has been operating.
2. Rental income or lease premiums from granting the right to use or occupy property.
   • If rent is paid in advance, it is taxed proportionately over the period it covers (or over 5 years, whichever is shorter).
3. Investment income, such as:
   • Dividends,
   • Interest,
   • Royalties,
   • Discounts,
   • Charges, and
   • Annuities.
4. Other income sources not listed above but considered annual profits or gains.
5. Compensating payments in securities lending transactions, including:
   • Interest-like payments received by a borrower if the original lender earns interest on collateral;
   • Dividend-like payments received by a lender if the borrower earns dividends on temporarily borrowed shares or securities.
6. Deemed income or profit, including:
   • Benefits from pension or provident funds (as provided under the Personal Income Tax Act),
   • Fees, dues, and allowances for services rendered—no matter where the payment is made.
7. Profits from short-term government securities, such as:
   • Treasury bills,
   • Savings certificates,
   • Federal Government bonds,
   • Debenture certificates, etc.

Note: Transactions in securities lending (where the same securities are returned to the original lender) are not considered “disposals” and are not taxed as gains.

8. Other profits from securities lending, excluding the compensating payments already mentioned.

 

WHEN ARE COMPANY PROFITS TAXABLE IN NIGERIA?

1. Nigerian Companies

If your company is incorporated in Nigeria, all profits are deemed to arise in Nigeria, regardless of:

• Where the income is generated (inside or outside Nigeria), or
• Whether the profits have been brought into or received in Nigeria.

In short: Nigerian companies are taxed on their worldwide profits.

2. Foreign (Non-Nigerian) Companies

Foreign companies are taxed on profits only if those profits are derived from Nigeria. The law identifies several ways this can happen:

a. Fixed Base in Nigeria

If the company has a fixed place of business in Nigeria (like an office or factory), it will be taxed on the portion of profits attributable to that base.

b. Business Through a Nigerian Agent

Even without a fixed base, the company is taxable if it:

• Habitually conducts business through a Nigerian agent or representative, or
• Maintains a regular stock of goods in Nigeria for deliveries handled by a local person.

Tax applies to profits generated through that person or setup.

c. Digital and Online Services (Significant Economic Presence)

If the company provides digital services to Nigerian users—such as:

• Streaming,
• Online ads,

• Mobile apps,
• Electronic payments,
• Data storage or cloud services,

and has a significant economic presence in Nigeria, its profits from those activities are taxable here.

(The Minister of Finance can define what counts as “significant economic presence” by regulation.)

d. One-Off Contracts in Nigeria

Profits from a single contract involving:

• Surveys,
• Deliveries,
• Installation, or
• Construction,

are taxable, even if the company has no permanent presence.

e. Technical, Consultancy, or Professional Services Rendered Outside Nigeria

If a foreign company provides services like management consulting or engineering to a Nigerian resident from abroad, it is taxed if there is a significant economic presence in Nigeria.

请注意： If the foreign company only earns this kind of income (and none of the above applies), withholding tax (WHT) deducted at source will be considered final tax.

f. Related-Party Transactions (Transfer Pricing Rules)

If the foreign company transacts with a related Nigerian entity and the pricing or terms are considered artificial or not at arm’s length, the FIRS can adjust the profits to reflect a fair value—and tax accordingly.

 

WHAT DOESN’T COUNT AS A TAXABLE PRESENCE?

A foreign company will not be considered to have a fixed base in Nigeria just because it has:

• A place used only for storing or displaying goods, or
• A facility used solely for collecting information

 

OPTIONS FOR FILING YOUR COMPANIES INCOME TAX RETURN

You have three options for filing your company’s income tax in Nigeria:

1. Online Filing
   Submit your tax return electronically through the FIRS or your State Internal Revenue Service (SIRS) e-filing portal.
2. Paper Filing
   You can fill out and submit a paper return at the nearest FIRS.
3. You can also hire an accredited tax agent or consultant to file on your behalf.

 

DOCUMENTS REQUIRED FOR COMPANY TAX FILING IN NIGERIA

When filing your company’s tax returns, you must submit the following key documents:

1. Tax Identification Number (TIN) or RC Number – For company identification.
2. Completed Tax Return Forms – Either manual or electronic.
3. Audited Financial Statements – Including:
   • Profit and Loss Statement
   • Statement of Financial Position (Balance Sheet)
   • Notes to the Financial Statements
4. Tax Computation Schedule – Showing how your accounting profit was adjusted to arrive at taxable profit.
5. Capital Allowance Schedule – Detailing claims on assets like equipment, vehicles, or buildings.
6. Withholding Tax (WHT) Credit Notes – For taxes that were deducted at source on your company’s income.
7. Tax Exemption or Compliance Certificates – If your company is claiming any tax reliefs or exemptions.
8. Supporting Documents/Schedules, such as:
   • Transfer pricing documentation (for related-party transactions)
   • Evidence of carried-forward losses
   • Proof for special deductions or allowances

 

WHAT DEDUCTIONS ARE ALLOWABLE FOR COMPANIES IN NIGERIA?

When calculating taxable profits, companies are allowed to deduct certain expenses, as long as they are:

• Wholly, exclusively, necessarily, and reasonably incurred in generating those profits.

Below are the types of expenses that can be deducted:

1. Interest on Loans
   Interest paid on loans used to fund the business is deductible (subject to rules in the 7th Schedule).
2. Rent & Property Costs
   Rent and premiums for business premises are deductible. For staff housing, claims are limited to 100% of the employee’s basic salary.
3. Staff Expenses
   • Salaries and wages for senior staff and executives.
   • Benefits/allowances provided for them (within agreed and approved limits).
4. Repairs and Maintenance
   Expenses for maintaining buildings, equipment, or tools used in the business.
5. Bad and Doubtful Debts
   • Debts proven to be irrecoverable during the year.
   • Doubtful debts estimated to become bad (subject to FIRS approval).
   • Recoveries on previously written-off debts are treated as income.
6. Pension Contributions
   Contributions to approved pension or retirement benefit schemes are deductible.
7. Industry-Specific Deductions
   For example, the Nigerian Railway Corporation may deduct expenses as specified by their own rules.
8. General Business Expenses
   Any other legitimate business expenses incurred in the relevant period that are not already covered.
9. Research & Development (R&D)
   • Expenses on R&D activities are deductible.
   • This includes levies paid to the National Science and Technology Fund.
10. Minister-Approved Deductions
    Any other deductions approved by the Minister of Finance through official rules.
11. Real Estate Investment Companies
    Dividends or mandatory distributions paid to shareholders are deductible.
12. Securities Lending
    Certain compensating payments treated as interest in regulated securities lending transactions are also deductible.

 

HOW TO FILE COMPANIES INCOME TAX (CIT) IN NIGERIA

Filing your company’s income tax return is a legal requirement under the Companies Income Tax Act (CITA) and is enforced by the Federal Inland Revenue Service (FIRS).

You can file your tax returns either manually or through the FIRS electronic self-service portal.

1. Choose Your Filing Method

You have two options:

1. Manual Filing

Steps:

• Gather all required documents (TIN, audited financial statements, tax computation schedules, etc.).
• Download and complete the appropriate form from FIRS:
  • Form C08A – Large companies
  • Form C08B – Medium companies
  • Form C08C – Small companies
  • Form C08D – For companies eligible for exemptions or simplified returns
• Visit your nearest FIRS office (use the FIRS Tax Office Locator to find one).
• Submit the filled form and supporting documents.
• Obtain an acknowledgment receipt as proof of submission.

1. Electronic Filing (e-Filing)

Steps:

• Visit the FIRS TaxPro Max portal.
• Register or log in using your Tax Identification Number (TIN) and access credentials.
• Prepare the necessary documents:
  • Completed Form C08A–D as applicable
  • Audited financial statements
  • Tax computation and capital allowance schedules
  • Withholding tax (WHT) credit notes (if applicable)
• Enter your financial data:
  • Report income from all sources
  • Claim allowable deductions and tax reliefs
  • Calculate your chargeable income and tax liability
• Submit your return online.
• Download and keep the acknowledgment receipt as evidence of compliance.

 

WHAT ARE THE RATES TAXABLE FOR COMPANIES AS COMPANIES INCOME TAX?

Under the Companies Income Tax Act (CITA) as amended by the Finance Act, companies in Nigeria are taxed based on their annual turnover, using a tiered tax rate structure. This reform was introduced to ease the tax burden on smaller businesses and promote economic growth among Micro, Small and Medium Enterprises (MSMEs).

Firstly, small companies defined as those with an annual gross turnover of ₦25 million or less are exempt from paying Companies Income Tax (CIT). This exemption is provided under Section 23(1)(o) of CITA. These companies are, however, still required to file annual tax returns with the Federal Inland Revenue Service (FIRS) to maintain compliance, even though no tax is payable.

Secondly, medium-sized companies, which have an annual turnover of more than ₦25 million but not more than ₦100 million, are subject to CIT at a reduced rate of 20%. This rate is aimed at easing the tax burden during the growth phase of such companies and is explicitly stated in Section 40(b) of CITA as “20 kobo for every Naira”.

Lastly, large companies those with a turnover exceeding ₦100 million per year are taxed at the standard CIT rate of 30%, as provided under Section 40(c) of CITA. These companies are considered more financially robust and therefore subject to the full corporate tax rate.

 

WHEN AND HOW TO PAY COMPANIES INCOME TAX

Section 77 of the Companies Income Tax Act gives a thorough explanation on when and how to pay

• If your company receives a tax assessment and you do not object to it, the tax must be paid within 30 days from the date you receive the assessment notice.
• If that 30-day period ends after December 14th, you can pay by December 14th of the same year.
• If you file an objection or appeal, the tax won’t be collected until the issue is resolved. However, you must pay either the provisional tax or the undisputed portion of the tax, whichever is higher, while the dispute is ongoing.
• Once the tax authority makes a final decision, you must pay the tax within 1 month of receiving the new assessment.
• You can pay in installments instead of a lump sum. To do this, you must:
  • Write to FIRS and show proof of the first installment payment.
  • Get approval for the number of installments.
  • Make sure the final installment is paid on or before the filing due date.
• If your company pays its tax at least 90 days before the due date, you get a bonus:

• • • 2% bonus for medium-sized companies.
    • 1% bonus for all other companies.

• If you don’t pay on time, you’ll be charged interest and penalties.
• Tax must be paid in the same currency that the income was earned in.

 

结 论

Navigating Nigeria’s complex tax environment requires local expertise. It is advisable that companies partner with local tax consultants or legal advisors who are well-versed in Nigerian tax regulations. These tax experts and legal advisors can help companies comply with all Company income tax filing requirements and avoid costly mistakes.

撰写人 Felicia Ayeomoni 和 Adeola Austin Oyinlade 对于 阿德奥拉-奥因拉德律师事务所

 

Email us: [email protected]

Telephone Number: +234 803 826 7683 / +234 802 686 0247

_________

As one of the top law firms in Nigeria, Adeola Oyinlade & Co provides legal services to national and multi-national companies and clients for their corporate and commercial law matters with specialty in tax law. Our services have earned us the Nigeria Law Firm of the Year Award at the Lawyers Global 2024 Annual Legal Awards and the prestigious International Law Firm of the Year in Nigeria of Corporate INTL Global Awards for the years 2022, 2023, 2024 and 2025 (4 years in a row) among others.

[1] https://www.firs.gov.ng/company-income-tax accessed 14 of May, 2025.

[2] Section 9 of the Companies Income Tax Act

[3]  Section 9 (1) of the Companies Income Tax as amended by the Finance Act 2019.

导言

The Collective Management Regulations, 2025 was issued on the 28^第 of January 2025 by the Nigerian Copyright Commission pursuant to the Copyright Act, 2022. This new regulation repealed and replaced the Copyright (Collective Management Organization) Regulations, 2007 which was formerly the law on the subject matter. The regulation sought to protect the interest of copyright owners by stipulating conditions that must be met by Collective Management Organizations in the administration and protection of rights of Copyright owners as entrusted to them. We analyzed the provisions of the regulation as it affect both Right owners and Collective Management Organizations in this Article.

 

Salient Provisions of the Regulation

1. Statutory Obligations of CMOs

The Regulation prescribe statutory powers of CMOs, these are functions that CMOs must carry out in the interest of their members whose rights they seek to protect. These obligations includes but not limited to monitoring the exploitation of rights of members entrusted to it, negotiating and granting licenses, collecting royalties  and distributing collected royalties,  and assisting members in the enforcement of their rights. These are core functions of CMOs which has now been given statutory backing.[1]

 

2. Approval to operate as CMO

For CMOs to legally operate in Nigeria, it must before the commencement of its activities obtain statutory approval from the Nigeria Copyright Commission. The application which is to be made in a prescribed form is to be accompanied by the following, a certificate of incorporation, the organization’s memorandum and articles of association, a governance structure compliant with the Regulations, and written consent from at least 100 right owners within the relevant class of works, a profile of the proposed Chief Executive Officer of the CMO etc. It should be noted that an initial approval has a lifespan of 5 years after which it must be renewed every 3 years.[2]

 

3. Membership of CMOs

It’s provided that for copyright owner to be a member of a CMO, his work must fall within the category of works the CMO got approval or is approved to operate. Say a CMO got approved to manage the rights of owners of literary works, a recording artiste cannot apply to be a member of such CMO. The membership criteria of CMOs is to be stipulated in its articles of association or similar rules governing the organization. [3]

 

4. Copyright Owners’ Rights

The internal rules of a CMO must have provisions for appropriate and effective mechanisms for the participation of its members in the CMO’s decision-making process. Hence members of a CMO must have the right to vote where a decision is to be taken, eligible to hold positions in any of the CMO decision-making bodies, right to participate at the CMO’s General Meeting.  A member of a CMO may appoint another member as a proxy to attend and vote at a General Meeting however such proxy shall not represent more than 10 members.[4]

 

5. Grant of rights to Multiple CMOs

A right owner in order to have his rights managed by a CMO, must give a written consent for each right, category of rights or type of works and any other subject matter that he authorizes the CMO to manage. A right owner is empowered to grant his rights to one or more CMOS however there must be no grant of the same rights within the same territory to more than one CMO.  A right owner cannot be coerced into appointing a particular CMO as his sole collecting agent or as an agent for any other purpose as he has a freewill to appoint any other CMO.[5]

 

6. Determination of Tariffs for License

A CMO must determine tariffs to be paid in respect of any license granted for the use of copyright works administered by it. In determining the tariff to be paid, a CMO must have regard to certain criteria which includes but not limited to the monetary advantage obtained from the exploitation by the licensee, the economic value of the use of the copyright works, the purpose for which the copyright material is used, the manner of use of the copyright material and the proportion of the utilization of a work used etc. Upon the determination of tariffs to be paid, the CMO must submit such tariffs to the Commission for consideration with a statement that justify the determination of such tariffs. Where a licensee is unable to utilize the license issued to it by the CMO as a result of the negligence, misrepresentation or any other fault caused by, or traceable to the CМО, the CMO must refund to the user any licensing fee paid.[6]

 

7. Accounts to be kept by CMOs

A CMO must operate and maintain three separate accounts, which includes royalties account, holding account and a third account for any other incomes. The royalties account is to be used in receiving payment of royalties from licensees on behalf of its members.[7] The holding account is to keep any share of the distributable amount, which cannot be allocated or distributed for any reason which include but not limited to where the CMO is unable to establish contact with the qualified person who is not currently a member or the relevant copyright owner or agent entitled to the amount cannot be ascertained.  The fund placed in a holding account shall be held for a holding period of at least seven years and the distribution of the funds in a holding account, when due, shall be based on the best available data at the time of distribution. Any amount which remains in the holding account at the expiration of the holding period shall fall into general revenue of the CMO for distribution.[8]

 

8. Regulatory Oversight

The Nigeria Copyright Commission may, where an allegation of financial impropriety or any other fact that may raise an inference of irregularity in the finances of a CMO is made against a CMO, appoint an auditor to examine the accounts of the CMO. Upon the examination of any of the CMO accounts, where it appears to the Commission that a breach of any law is committed by the CMO or any of its officers, the Commission may issue a query to the CMO or the officer identified with the breach.  Where the Commission is not satisfied with the explanation provided by the CMO or its officer issue a directive that CMO or the concerned officer be sanctioned.[9]

 

结论

The Collective Management Regulations, 2025, is designed to reshape the landscape for both rights owners and Collective Management Organizations in Nigeria. For rights owners, the Regulations provide greater clarity on their rights, empower them to participate in CMO decision-making, and offer more control over the granting of rights to multiple CMOs in different territories. For CMOs, the Regulations establish a clearer framework for operation, including obligations, approval processes, and financial management requirements. The enhanced regulatory oversight by the Nigerian Copyright Commission seeks to ensure that CMOs operate in a transparent and accountable manner. This new regulatory framework is intended to create a more balanced and efficient system for the collective management of copyright, benefiting all stakeholders.

By Adeola Oyinlade and Olamilekan C. Fayemi for Adeola Oyinlade & Co.

 

Adeola Oyinlade & Co is a leading full-service law firm in Nigeria specializing in Intellectual property law services to several local and foreign clients. Our services have earned us the Nigeria Law Firm of the Year Award at the Lawyers Global 2024 Annual Legal Awards and the prestigious International Law Firm of the Year in Nigeria of Corporate INTL Global Awards for the years 2022, 2023, 2024 and 2025 (4 years in a row) among others.

 

For consultation, further information on copyrights and intellectual property rights services in Nigeria, contact us at [email protected] or call +234 803 826 7683 / +234 802 686 0247.

___________________________

[1] Regulation 2 of the Collective Management Regulations 2025

[2] Regulation 3 of the Collective Management Regulations 2025

[3] Regulation 6 of the Collective Management Regulations 2025

[4] Regulation 11 of the Collective Management Regulations 2025

[5] Regulation 8 of the Collective Management Regulations 2025

[6] Regulation 15 of the Collective Management Regulations 2025

[7] Regulation 20 of the Collective Management Regulations 2025

[8] Regulation 21 of the Collective Management Regulations 2025

[9] Regulation 22 of the Collective Management Regulations 2025

导言

Every company, whether private or public, must have a secretary except a small company. The company secretary works on the board of directors, the general meeting and may be responsible for the day-to-day running of the company. A company can appoint an assistant or deputy company secretary. Where there is no company secretary, or the office of the secretary is vacant, the acts of a secretary can be done by an assistant or deputy secretary; in their absence any officer of the company authorized generally or on that behalf by the directors.

 

The former position of law was that a secretary was a mere servant in the company however the Secretary is now regarded as a high ranking official of the company and involved in the management of the company.[1] Though, a secretary is part of the management team, he cannot act on its own unless directed to do so. A person can be a director and company secretary at the same time, but acts required to be done by a director, and the company secretary must be done by two separate people. In such instance, it has to be done by a distinct person.

 

Qualification of a Company Secretary

Any person who appears to the directors of a private company to have requisite knowledge and experience to discharge the functions of a company secretary may be appointed by the company as a secretary. This is because there is no statutory qualification to be met by secretaries of private companies. However, in the case of a public company, the person shall be any of the five persons:

1. A member of the Institute of Chartered Secretaries and Administrators; or
2. A legal practitioner; or
3. A member of any professional body of accounts established from time to time by an Act of the National Assembly; or
4. Any person who has held office of the secretary of a public company for at least three years of the five years immediately preceding his appointment in a public company; or
5. A body corporate or firm consisting of members each of whom is qualified as chartered secretary, legal practitioner or chartered accountant.[2]

 

Statutory Duties of a Company Secretary

The Company and Allied Maters Act has provided for four duties of the company secretary which includes the following

1. The Company Secretary attends the meeting of the company, the board of directors and its committees, rendering all necessary secretarial services in respect of the meeting, and advising on compliance by the meetings with the applicable rules and regulations;
2. The Secretary maintains the registers and other statutory records or books;
3. He renders proper statutory returns and gives notifications required to be given to Corporate Affairs Commission, and
4. Carries out such administrative and other secretarial duties as directed by the directors of the company. The secretary must not, without authority exercise any power vested in the directors.

 

Regulatory compliances to be made by a Company Secretary

The Company Secretary is to make the following regulatory compliance on behalf of the company to the Corporate Affairs Commission. The Company Secretary is to file or notify the CAC of the following;

1. Court orders regarding alteration of objects, re-registration of companies, and rectification of register within 14 days.
2. Notice of change of particulars of directors or secretaries within 14 days.
3. Annual Returns within 42 days.
4. Return of allotment within 15 days
5. Registration of charges within 90 days
6. Registration of certain resolutions
7. Increase of share capital within 15 days of passing the resolution
8. Consolidation of shares within 1 month
9. Appointment of auditors within 1 week of such appointment
10. Removal of auditors within 14 days
11. Resignation of auditors
12. Returns during receivership and winding up within 14 days
13. Returns on the alteration of share capital
14. Statutory Reports
15. Returns on the Auditors
16. Returns during Receivership and Winding up
17. Registration of order and minutes of reduction
18. Statutory Report

 

Removal of a Company Secretary

The removal is done by the Board of Directors both in private and public company. The Managing Director cannot unilaterally remove a company secretary. For the removal to be valid, it must be by the board of directors.[3] There is no special procedure for the removal of the company secretary of a private company. The procedure for the removal of the company secretary of public company is as follows;

1. Where it is intended to remove the company secretary of a public company, the board of directors shall give him notice:
2. stating that it is intended to remove him;
3. setting out the grounds on which it is intended to remove him;
4. giving him a period not less than seven (7) working days within which to make his defense and;
5. Giving him an option to resign from his office within a period of seven (7) working days
6. Where, following the notice prescribed above, the company secretary does not within the given period resign his office or make a defense, the board may remove him from office and the directors shall make a report to the next general meeting.
7. Where the secretary, without resigning from his office makes a defense and the board does not consider it sufficient, if the ground on which it is intended to remove him
8. is that of fraud or serious misconduct, the board may remove him from office and shall report to the next general meeting; or
9. Is other than fraud or serious misconduct, the board shall not remove him without the approval of the general meeting but may suspend him and shall report to the next general meeting.
10. Notwithstanding any rule of law, where a company secretary so suspended is removed with approval of the general meeting, the removal may take effect from such time as the general meeting may determine
11. Within 14 days after removal, the company shall notify the CAC of the termination of the secretary’s appointment in prescribed CAC Form 8A and enter details in the Register of Directors and Secretaries.

 

Consequences of failing to appoint a Company Secretary

 

Section 330(4) of CAMA 2020 provides that if a public company fails to appoint a secretary, both the company and its directors will be liable to fines as specified by the Corporate Affairs Commission. If the contravention continues, daily penalties against the company will be imposed by the Commission. This power to impose financial penalty for both the company and its director for non-compliance underscores the seriousness of not having a company secretary as required by CAMA.

 

To avoid legal consequences, ensuring compliance with statutory legal requirements and promoting good corporate governance practices, it is strongly recommended that all companies in Nigeria appoint a company secretary for improved operational efficiency.

 

结论

The role of a Company Secretary in Nigeria is multifaceted and crucial for ensuring regulatory compliance. The secretary serves as a key administrative officer, responsible for maintaining statutory records, filing necessary returns with the Corporate Affairs Commission (CAC), and providing essential support to the board of directors.

The secretary’s duties include attending meetings, advising on compliance with applicable rules and regulations, and ensuring that the company adheres to its statutory obligations. Given the importance of these responsibilities, it is vital for companies to appoint a qualified and experienced secretary who can effectively manage these tasks.

Moreover, the removal of a company secretary, particularly in public companies, must follow a structured procedure to ensure fairness and transparency. This includes providing the secretary with adequate notice, an opportunity to defend themselves, and in some cases, obtaining approval from the general meeting.

 

Ultimately, the company secretary plays a pivotal role in maintaining the integrity and compliance of a company’s operations, making their position indispensable in the corporate governance framework of Nigerian companies.

 

By Adeola A. Oyinlade and Olamilekan C. Fayemi for 阿德奥拉-奥因拉德律师事务所.

 

Adeola Oyinlade & Co is a top corporate and commercial law firm in Nigeria specializing in company secretarial services to several companies in diverse sectors of the Nigerian economy. Our services have earned us the Nigeria Law Firm of the Year Award at the Lawyers Global 2024 Annual Legal Awards and the prestigious International Law Firm of the Year in Nigeria of Corporate INTL Global Awards for the years 2022, 2023, 2024 and 2025 (4 years in a row) among others.

 

For consultation, further information on corporation and commercial law services in Nigeria, contact us at [email protected] or call +234 803 826 7683 / +234 802 686 0247.

[1] Panorama Development (Guildford) Ltd v. Fidelis Furnishing Fabrics [1971]

[2] Section 332 of the companies and allied matters act 2020

[3] Ashibogun V. Afprint (Nig.) Ltd.

导言

Operating a business in Nigeria entails more than the delivery of quality goods or services; it also demands strict adherence to applicable tax laws and regulations. For many entrepreneurs and business owners, taxation can seem like a maze of paperwork, platforms, and penalties. Nonetheless, tax compliance remains a critical aspect of lawful and sustainable business operations. Non-compliance can result in significant consequences, including financial penalties, exclusion from government contracts, denial of regulatory approvals or licenses, reputational damage, and, in extreme cases, legal action or the closure of business premises. This guide provides a comprehensive tax compliance checklist designed to assist businesses in meeting their tax obligations, thereby safeguarding their operations and enhancing their prospects for long-term success.

 

The Tax Compliance Checklist

Below is a comprehensive checklist of key tax compliance requirements for businesses operating in Nigeria:

1. Business Registration and Tax Identity

Before a business can fulfill any tax obligation, it must be legally recognized and properly registered. First, the business must be registered with the Corporate Affairs Commission,[1] and in case of foreign presence, an additional registration with the Nigerian Investment Promotion Commission.[2]

Registration with the relevant tax authority is also sacrosanct. For Companies, registration is done with the Federal Inland Revenue Service (FIRS) while individuals may register with the State Internal Revenue Service (SIRS) where they reside or business operates, example, Lagos residents must register with the Lagos Internal Revenue Service (LIRS).

Obtaining a Tax Identification Number (TIN) is also very important for tax identity. The TIN is issued by the Joint Tax Board (JTB) and is mandatory for all businesses and individuals engaged in economic activities. Application is done through  https://jtb.gov.ng/apply-for-tin/

 

2. Know The Taxes Your Business is Required to Pay

Understanding the types of taxes applicable to your business is fundamental to staying compliant. The nature, size, and sector of your business will determine your specific tax obligations. Below is a breakdown of key federal taxes and state taxes administered by the Federal Inland Revenue Service (FIRS) and State Internal Revenue Service of each state that most Nigerian businesses may be subject to:

1. Companies Income Tax (CIT)

All companies operating in Nigeria whether public or private, including partnerships and sole proprietorships are required to file annual tax returns and pay tax on their worldwide income, after deducting allowable expenses and capital allowances. This tax is calculated on the company’s chargeable profits in accordance with the Companies Income Tax Act (CITA).

 

1. Petroleum Profits Tax (PPT)

Businesses engaged in upstream petroleum operations, such as oil exploration and extraction, are required to pay tax on profits earned from those activities. This tax is specific to companies involved in petroleum operations and is governed by the Petroleum Profits Tax Act.

 

• Value Added Tax (VAT)

Businesses that are registered for VAT are expected to charge VAT on all taxable goods and services supplied. The VAT collected must be remitted to the FIRS on a monthly basis, alongside a VAT return that details the input and output tax.

 

1. Pay-As-You-Earn (PAYE) Tax

Employers are responsible for deducting personal income tax from their employees’ salaries and wages. These deductions must be filed and remitted monthly to the appropriate State Internal Revenue Service under the PAYE scheme. This ensures employees’ income tax obligations are met on time.

 

1. Capital Gains Tax (CGT)

When a business disposes of chargeable assets, such as land, buildings, or shares, it is liable to pay tax on any capital gains derived from such disposals. The rate and process are governed by the Capital Gains Tax Act.

 

1. Tertiary Education Tax (EDT)

Every Nigerian-incorporated company is required to contribute 2% of its assessable profits towards the Tertiary Education Trust Fund (TETFund). This tax is used to support the development of educational institutions across the country.

 

• Stamp Duties

Stamp duties apply to specific legal instruments and business transactions—such as property leases, share transfers, and loan agreements. The duty payable depends on the nature and value of the transaction, and it must be paid to the relevant tax authority (FIRS for corporate entities or SIRS for individuals).

 

• Personal Income Tax

This is tax payable on employment income (salaries, wages, allowances, benefits), Business/professional income (self-employment, trades, professions), investment income (interests, dividends, rentals), capital gains from sale of assets and other income sources like royalties, winnings etc.[3]

 

3. Maintaining Accurate Records and Documentation

Ensuring meticulous financial record-keeping is paramount for Nigerian businesses aiming for tax compliance and operational efficiency. Best practices can be upheld in the following ways:

1. Maintain Comprehensive Financial Records: Document all financial transactions, including revenues, expenses, payroll, assets, and liabilities. This practice not only facilitates accurate tax filings but also aids in effective financial planning and auditing processes.
2. Issue VAT-Compliant Invoices: When issuing invoices, ensure they contain all mandatory details such as your Tax Identification Number (TIN), VAT amount, invoice date, and a clear description of goods or services provided. Adhering to these standards is crucial for transparency and compliance with Nigerian tax regulations.[4]
3. Preserve All Tax Payment Evidence: Retain receipts, bank statements, and any other documentation that substantiates tax payments. These records are essential during audits or when applying for a Tax Clearance Certificate (TCC).
4. Retain Records for the Statutory Period: Financial records should be retained for at least six years, as this duration aligns with the statutory requirements for record retention in Nigeria.[5] ​

 

4. File and Remit Taxes on Time

Adhering to tax filing and payment deadlines is crucial for businesses operating in Nigeria. Failure to meet these deadlines can result in penalties, interest charges, and potential legal consequences. Understanding the specific timelines for each tax type ensures compliance and fosters a positive relationship with tax authorities.

1. Companies Income Tax

The standard rate for CIT is 30% of taxable profits for large companies (above ₦100 million in annual turnover), 20% for medium-sized companies (between ₦25 million and ₦100 million), and 0% for small companies (less than ₦25 million turnover) as defined in the Finance Act 2020.[6]

CIT returns are filed annually, and payment is due six months after the end of the financial year. For example, if your accounting year ends on December 31st, your CIT filing and payment must be completed by June 30th of the following year. Filing is done via the FIRS TaxPromax Portal.[7]

1. Education Tax (EDT)

Under the Tertiary Education Trust Fund (Establishment) Act, companies incorporated in Nigeria are obligated to pay Education Tax at a flat rate of 2.5% of their assessable profits. This tax supports public tertiary education institutions in the country.

The Education Tax is filed annually and submitted alongside the Companies Income Tax returns, using the same deadline

1. Personal Income Tax (PIT) / Pay-As-You-Earn (PAYE)

Personal Income Tax is payable by individuals and employees, and it is administered by the State Internal Revenue Services (SIRS). For employees, employers are required to deduct the tax at source under the PAYE system and remit it on behalf of their employees.

The tax is calculated using a progressive rate from 7% to 24%, depending on the individual’s annual income bracket, as specified under the Personal Income Tax Act (PITA) Cap P8 LFN 2011 (as amended).[8]

Employers must remit PAYE monthly, no later than the 10th day of the month following the month in which salaries are paid. Lagos-based businesses can remit via the LIRS e-Tax platform.[9]

 

1. Value Added Tax (VAT)

VAT is a consumption tax charged at 7.5% on the supply of taxable goods and services in Nigeria, under the Value Added Tax Act, Cap V1 LFN 2007 (as amended). Businesses are expected to charge VAT on invoices, collect the tax from customers, and remit it to the FIRS.

VAT must be filed monthly, and remittance is due by the 21st day of the month following the transaction. For example, VAT collected in May should be remitted by June 21st. Filing is done through TaxPro Max.[10]

 

1. Capital Gains Tax (CGT)

Capital Gains Tax is charged at 10% on profits made from the disposal of chargeable assets, such as land, buildings, and shares, under the Capital Gains Tax Act Cap C1 LFN 2004. Companies and individuals must report and pay CGT when such disposals occur.

CGT is filed as part of the annual tax return, and payment is due when the transaction is concluded or during the annual tax cycle.

 

1. Stamp Duties

Stamp Duty is levied on certain dutiable instruments (documents) such as agreements, leases, share transfers, and property transactions. The rates vary depending on the transaction type:

• Fixed stamp duty: ₦50 per document (e.g., receipts).
• Ad valorem stamp duty: 1% to 2% of the transaction value (e.g., leases, share transfers).

Stamp duties are collected by FIRS (for corporate bodies) and by State IRS (for individuals and unincorporated entities). Filing and remittance occur upon execution of the relevant instrument.

 

5. Apply for A Tax Clearance Certificate

A Tax Clearance Certificate (TCC) is more than just proof of tax compliance. It is a powerful tool for unlocking numerous personal, corporate, and governmental opportunities in Nigeria. Whether you are an individual, a business owner, or a corporate entity, possessing a TCC can offer both legal protection and a competitive advantage.

An application is addressed to the Tax Officers in charge of your local FIRS or SIRS office. Companies can apply via the FIRS TaxPro Max portal  via https://taxpromax.firs.gov.ng/. For Lagos residents, can use the LIRS eTCC platform https://etcc.lirs.net.

 

6. Conduct Regular Tax Reviews

Routine tax reviews are a proactive approach to ensuring ongoing compliance with Nigeria’s tax laws. By periodically evaluating your tax status, you can detect discrepancies early, correct filing errors, and avoid unnecessary penalties.

Businesses should regularly assess the accuracy and completeness of their financial records. This includes ensuring that all accounting books are current, with income, expenses, payroll, and tax deductions properly recorded. Additionally, it is essential to confirm that all statutory tax filing have been submitted on time using the appropriate platforms.

Timely payment of tax liabilities is equally important. Late remittances often attract interest charges and penalties, which can strain a business’s finances.

 

7. Work with Professionals

Navigating the complexities of tax law in Nigeria requires more than just a basic understanding of tax obligations as it demands specialized expertise. Partnering with a licensed tax consultant or experienced tax law firm is a critical step in ensuring full compliance with tax regulations and avoiding costly mistakes.

 

结论

In conclusion, tax compliance is a critical aspect of operating a successful business in Nigeria. Ensuring that your business adheres to the various tax obligations not only protects your company from severe penalties, fines, and reputational damage, but also strengthens its credibility and sustainability in the long run.

By following the tax compliance checklist outlined in this guide, businesses can confidently navigate Nigeria’s complex tax landscape. Whether it is registering with the appropriate authorities, understanding the taxes that apply to your specific business, maintaining accurate records, or filing taxes on time, every step you take toward compliance contributes to your company’s success and growth.

By Felicia Ayeomoni for Adeola Oyinlade & Co.

Adeola Oyinlade & Co is a top corporate and commercial law firm in Nigeria specializing in assisting both local and foreign clients in tax law related matters. Our services have earned us the Nigeria Law Firm of the Year Award at the Lawyers Global 2024 Annual Legal Awards and the prestigious International Law Firm of the Year in Nigeria of Corporate INTL Global Awards for the years 2022, 2023, 2024 and 2025 (4 years in a row) among others.

For consultation, further information on our tax law services in Nigeria, contact us at [email protected] or call +234 803 826 7683 / +234 802 686 0247.

[1]Section 8 of the Companies and Allied Matters Act CAMA), 2020.  See also, section 863 of CAMA, 2020.

[2] Section 20 of the Nigerian Investment Promotion Commission Act, 2004.

[3] https://www.firs.gov.ng/individual-income-tax accessed April 14, 2025.

[4] https://spaceinvoices.com/countries/nigeria accessed April 14, 2025.

[5] Section 375(2) of the Companies and Allied Matters Act, 2020.

[6] Section 25 of the Finance Act, 2020.

[7] https://taxpromax.firs.gov.ng/ accessed April 14, 2025.

[8] Section 37 of the Personal Income Tax Act; Sixth Schedule of the Personal Income Tax Act

[9] https://etax.lirs.net/ accessed April 14, 2025.

[10] https://taxpromax.firs.gov.ng/ accessed April 14, 2025.