INTRODUCTION

Nigeria’s persistent energy crisis marked by frequent national grid failures, high electricity tariffs, and rising fuel costs has intensified the need for alternative power solutions. In response, the solar energy sector has experienced significant growth, emerging as a viable and increasingly attractive option for both residential and commercial consumers. This development has created substantial economic potential within the renewable energy space, offering opportunities for sustainable investment, job creation, and contributions to national GDP.

As demand for solar solutions continues to rise across various market segments, the sector presents a strategic entry point for entrepreneurs and investors seeking long-term value. However, participation in this industry requires strict adherence to regulatory protocols. Establishing a solar energy business in Nigeria involves compliance with corporate registration procedures, the acquisition of industry-specific certifications, and the observance of legal and environmental regulations. This guide provides a comprehensive overview of the processes involved in setting up a solar business in Nigeria, with a focus on registration, certification, and regulatory compliance.

 

REGULATORY STEPS FOR REGISTERING A SOLAR BUSINESS IN NIGERIA

Like all businesses operating in Nigeria, a solar energy company must undergo the standard corporate registration process prescribed under Nigerian law before commencing operations. This process is governed by the Corporate Affairs Commission (CAC), the statutory body responsible for the regulation and management of companies pursuant to the Companies and Allied Matters Act (CAMA) 2020.

  1. Determine the Appropriate Business Structure

Prospective business owners must first decide on the most suitable legal structure for their operations. Common options include Sole Proprietorship, Partnership, and Limited Liability Company (Private or Public). For solar businesses intending to engage in large-scale installations, partnerships, or those seeking investment, a Private Limited Liability Company (Ltd) is generally the most viable option due to its legal recognition, investor confidence, and scalability.

  1. Name Reservation and Availability Check

After selecting a business structure, the next step is to conduct a name availability check at the CAC. A legal practitioner can assist with this process. If the proposed name is approved, it will be reserved for 60 days, during which time the company must complete its registration.[1]

  1. Preparation and Submission of Incorporation Documents

The following documents must be prepared and submitted for incorporation:

  • Form CAC 1 (Availability check Search and Reservation Result)
  • Form CAC 1.1 (Application for Registration)
  • Duly stamped Memorandum and Articles of Association (MEMART) detailing business objectives such as solar energy installation, sales, and consultancy
  • Valid identification of directors, shareholders, and the company secretary
  • Stamp duty receipts and evidence of payment to CAC
  1. Payment of Statutory Fees and Document Stamping

Applicable CAC registration fees must be paid based on the company’s share capital. The incorporation documents must also be stamped at the Federal Inland Revenue Service (FIRS) for taxation and validation purposes.

  1. Issuance of Certificate of Incorporation

Upon successful processing, the CAC issues a Certificate of Incorporation, which includes a unique RC (Registration Certificate) number. This serves as legal proof of the company’s existence and authorizes it to commence business operations in Nigeria.

  1. Foreign Participation

Foreign individuals or entities seeking to establish a solar business in Nigeria must fulfill additional regulatory requirements. These include:

  • Registration with the Nigerian Investment Promotion Commission (NIPC)
  • Obtaining a Business Permit from the Ministry of Interior
  • Securing an Expatriate Quota for foreign staff
  • Obtaining Resident Permits

 

OBTAINING AN IMPORT AND EXPORT LICENSE

Many solar energy components such as solar panels, inverters, batteries, and charge controllers are not manufactured locally and must be imported. Businesses must obtain the relevant import licenses and register with the Nigerian Customs Service through the Nigerian Trade Hub. Exporters of locally manufactured solar equipment must also obtain an export license. This involves obtaining a Tax Identification Number (TIN) and registering on the Nigerian Trade Hub portal.[2]

 

CERTIFICATION OF SOLAR PRODUCTS BY THE STANDARDS ORGANISATION OF NIGERIA (SON)

The Standards Organisation of Nigeria (SON) is the primary regulatory body tasked with standardizing and ensuring the quality of goods in Nigeria. Established under the SON Act No. 14 of 2015, its mandate includes developing standards for products, services, materials, and processes, as well as enforcing compliance.[3]

For businesses involved in manufacturing or importing solar products, obtaining SON certification is critical to ensure compliance with Nigerian Industrial Standards (NIS) and to guarantee the quality and safety of products.

  • Mandatory Conformity Assessment Programme (MANCAP):

This program applies to locally manufactured products. It ensures compliance with NIS through product testing, quality control inspections, and factory evaluations. Businesses engaged in the assembly or production of solar panels, batteries, or related components must obtain MANCAP certification. This enhances credibility, facilitates access to funding, and enables participation in government or donor-funded projects.

Upon successful evaluation, SON issues a MANCAP certificate, which is valid for three years, subject to periodic compliance audits.[4] This certification not only legitimizes the business operations but also enhances the credibility of the solar products in the eyes of distributors, financiers, and end users, particularly in public procurement or donor-funded renewable energy projects.

  • Standards Organisation of Nigeria Conformity Assessment Programme (SONCAP):

SONCAP is a mandatory scheme for imported products, ensuring they conform to applicable standards prior to entry into Nigeria. Under SONCAP, goods intended for import which are on the list of regulated products must undergo a products conformity assessment in their country of origin.[5]

Adhering to these certification processes not only facilitates compliance with Nigerian regulations but also enhances consumer confidence in the quality and safety of solar products available in the market.

 

APPLICATION PROCESS FOR NIGERIAN ELECTRICITY REGULATORY COMMISSION LICENSING

The commission issues licenses and authorizations to companies seeking to operate in the Nigerian electricity supply  industry (NESI).[6]

To obtain a clearance certificate for generator or solar set importation, applicants must provide:

  • Company name and equipment quantity
  • Technical specifications including noise level (below 35 decibels), emissions control, make/model, origin, and purpose[7]
  • CAC Certificate of Incorporation
  • Three-year Tax Clearance Certificate
  • VAT Registration Certificate
  • SONCAP Certificate
  • Environmental compliance evidence (e.g., NESREA certification)
  • Commercial or pro forma invoice

 

The certificate is valid for six months and may be renewed for another six months and application for renewal of a certificate which has lapsed shall be within 30 days of the expiration of the initial certificate.[8]

The fees associated with obtaining the clearance certificate vary based on the size or capacity of the generators. For instance, as of recent guidance, units below 100 kVA attract a fee of ₦3,500 per unit, while those above 100 kVA incur a fee of ₦25,000 per unit.[9] The processing time for the certificate is not fixed and largely depends on how promptly and accurately the applicant submits the required documentation, as well as the Commission’s satisfaction with the overall application.

 

INCENTIVES AVAILABLE FOR SOLAR BUSINESSES IN NIGERIA

  1. Funding and Grants
  • $500 Million Renewable Energy Fund: In partnership with a United Nations agency, Nigeria aims to mobilize $500 million to expand access to distributed renewable energy, including solar home systems and mini-grids. Entrepreneurs can benefit by positioning their businesses to qualify for technical assistance, grants, or concessional financing.[10]
  • CBN Solar Intervention Fund: ₦140 billion low-interest loan facility for solar projects, targeting homes, MSMEs, and solar developers.
  •  Nigerian Electrification Project (NEP): Funded by the World Bank and AfDB, this initiative provides grants and financing for off-grid solar solutions.
  • REA Solar Power Naija Program: Targeting 25 million Nigerians with solar power access. Offers grants and incentives to solar companies expanding in rural areas.
  1. Pioneer Status Incentive: Solar energy companies may qualify for tax holidays of up to five years under the Pioneer Status Incentive program. This applies to foreign investors and local firms setting up renewable energy projects.
  2. Import Duty Waivers on Solar Equipment: To lower equipment costs, the Nigerian government grants import duty exemptions (0%) on solar panels, batteries, inverters, and charge controllers.[11]
  3. Feed-In Tariffs: Approved in 2015, the feed-in tariff regulation encourages investment in solar and other renewable energy sources by guaranteeing fixed payments for electricity generated from renewable sources.[12]

 

结 论

Setting up a solar energy business in Nigeria offers tremendous opportunities for innovation, profitability, and social impact especially in a nation with such an urgent need for reliable electricity. From initial corporate registration and obtaining import licenses to achieving industry-standard certifications and leveraging government backed incentives, the solar sector offers a well-defined yet rewarding path for entrepreneurs and investors.

By adhering to regulatory frameworks, meeting quality standards, and capitalizing on available financial support, solar entrepreneurs can build resilient, future-proof businesses that help bridge Nigeria’s energy gap while contributing to sustainable development goals.

As the transition to clean energy accelerates, those who invest early armed with the right knowledge and compliance will be well-positioned to lead Nigeria’s renewable energy revolution.

Written by Felicia Ayeomoni for Adeola Oyinlade & Co

Email us: [email protected]

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

_________

Ranked as a top law firm 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 renewable energy 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] Section 32 (2) of the Companies and Allied Matters Act, 2020

[2] https://www.haul247.co/resources/blog/nigeria-import-export-license-what-is-it-and-how-do-i-get-it#:~:text=1.,food%20and%20drug%2Drelated%20products) accessed April 9, 2025.

[3] https://www.iso.org/member/1982.html? Accessed April 9, 2025.

[4] https://www.618bees.com/article/154-how-do-i-register-my-product-with-the-standards-organization-of-nigeria-son accessed April 9, 2025.

[5] https://www.sgs.com/en/-/media/sgscorp/documents/corporate/brochures/sgs-gis-pca-triptych-nigeria-a4-en-16-02.cdn.en.pdf?utm_source accessed April 9, 2025.

[6] https://nerc.gov.ng/resource-category/regulations/ accessed April 10, 2025.

[7] Guideline 7 of the Guidelines for Obtaining Clearance Certificate for the Importation of Generating Sets and Related Matters, see https://nairametrics.com/wp-content/uploads/2012/01/Guidelines_GenSet-Import-Clearance-Certificate_Final.pdf accessed April 10, 2025.

[8] Guideline 6 of the Guidelines for Obtaining Clearance Certificate for the Importation of Generating Sets and Related Matters, see https://nairametrics.com/wp-content/uploads/2012/01/Guidelines_GenSet-Import-Clearance-Certificate_Final.pdf accessed April 10, 2025.

[9] https://energydayng.com/2022/01/20/nerc-and-the-importation-of-generating-sets/?utm_source accessed April 10, 2025.

[10] https://www.power-technology.com/news/nigeria-un-distributed-renewable-energy/?cf-view accessed April 10, 2025.

[11] https://www.pvknowhow.com/nigerian-customs-declare-solar-panels-duty-free/#:~:text=The%20Nigeria%20Customs%20Service%20has%20reaffirmed%20that%20solar%20panels%20remain,work%20without%20additional%20financial%20burdens. Accessed April 10, 2025.

[12] Dugeri, Michael, Promotion of Renewable Energy in Nigeria Through Feed-In Tariff Schemes: A Legal Analysis (December 25, 2019). Available at SSRN: https://ssrn.com/abstract=3509510 or http://dx.doi.org/10.2139/ssrn.3509510  accessed April 10, 2025.

1.0 INTRODUCTION

As international trade and investment expand, disputes arising from cross-border commercial transactions are increasingly being resolved through arbitration rather than litigation. Arbitration offers parties a private, neutral, and often faster forum to resolve disputes. However, the value of arbitration lies not only in obtaining an award but in ensuring that the award can be enforced in the jurisdiction where the debtor’s assets are located.

Nigeria, a signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), has developed a robust legal framework for the recognition and enforcement of foreign arbitral awards. This framework is significantly enhanced by the Arbitration and Mediation Act, 2023, which repealed the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004.

This article provides a comprehensive overview of the meaning of arbitration and arbitral awards, Nigeria’s legal framework, procedural steps, defenses to enforcement and limitation issues.

2.0 WHAT IS ARBITRATION?

Arbitration is a form of alternative dispute resolution (ADR) in which the parties to a dispute agree to submit their claims to a neutral third party (the arbitrator or arbitral tribunal) for a binding decision, rather than resorting to court litigation. Arbitration is usually governed by an agreement between the parties, known as an arbitration agreement, which stipulates the rules, seat, language, and procedure of the arbitration.

2.1 WHAT IS AN ARBITRAL AWARD?

An arbitral award is the final and binding decision issued by an arbitral tribunal at the conclusion of the arbitration proceedings. The award resolves the substantive issues in dispute and may include orders for payment of money, specific performance, interest, and costs. Once issued, the award is enforceable under applicable national and international laws, similar to a court judgment.

3.0 LEGAL FRAMEWORK FOR ENFORCING FOREIGN ARBITRAL AWARDS IN NIGERIA

The enforcement of foreign arbitral awards in Nigeria is governed by both international treaties and domestic legislation.

3.1 INTERNATIONAL FRAMEWORK

Nigeria is a contracting state to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), having acceded to it in 1970. The Convention mandates the recognition and enforcement of arbitral awards made in other contracting states, subject to specific exceptions.[1]

3.2 DOMESTIC LEGISLATION

The Arbitration and Mediation Act, 2023 (the “Act”) incorporates the provisions of the New York Convention into Nigerian law. The Act provides that the Convention applies to any award made in a country other than Nigeria, provided that:

  • The country is a party to the New York Convention; and
  • The differences arise out of a legal relationship, whether contractual or not, considered commercial under Nigerian law.[2]

This incorporation ensures that foreign arbitral awards are recognized and enforceable in Nigeria, subject to the conditions stipulated in the Convention and the Act.

4.0 WHAT QUALIFIES AS A FOREIGN ARBITRAL AWARD IN NIGERIA?

A foreign arbitral award refers to an award made outside Nigeria pursuant to a valid arbitration agreement. For such an award to be enforceable in Nigeria, the following criteria must be met:[3]

  • The award must be final and binding on the parties.
  • It must be made in a country that is a party to the New York Convention.
  • The subject matter of the dispute must be commercial under Nigerian law.
  • The arbitration agreement must be valid under the law to which the parties have subjected it.

5.0 HOW TO ENFORCE A FOREIGN ARBITRAL AWARD IN NIGERIA: STEP-BY-STEP GUIDE

The enforcement process involves initiating legal proceedings in a Nigerian court. The following steps outline the procedure:

5.1 FILING THE APPLICATION

An application for the recognition and enforcement of a foreign arbitral award is made on application in writing,[4] before the Federal High Court or a State High Court with appropriate jurisdiction. It may be made ex-parte or on notice.[5] The application must be accompanied by:

  • The duly authenticated original award or a duly certified copy thereof;
  • The original arbitration agreement or a duly certified copy thereof; and
  • A certified English translation of the award and agreement, if they are not in English.[6]
  • An affidavit verifying the authenticity of the documents and compliance with the conditions for enforcement.[7]
  • A written address outlining the legal arguments in support of the application.

5.2 COURT PROCEEDINGS

Upon filing, the court reviews the application to ensure compliance with the statutory requirements. If satisfied, the court may recognize and enforce the award as a judgment of the court. The respondent has the opportunity to oppose the application by raising any of the grounds for refusal stipulated in the Act.

5.3 INTERACTION WITH THE FOREIGN JUDGMENTS (RECIPROCAL ENFORCEMENT) ACT

Where an arbitral award is made in a foreign territory to which the Foreign Judgments (Reciprocal Enforcement) Act applies, and it was rendered in accordance with the law of that place, the award may be enforced in Nigeria as if it were a foreign judgment.[8]The provisions of the Act will apply mutatis mutandis.

6.0 GROUNDS FOR REFUSING ENFORCEMENT OF A FOREIGN ARBITRAL AWARD IN NIGERIA

While Nigerian courts generally favor the enforcement of foreign arbitral awards, the Act provides specific grounds upon which enforcement may be refused. These grounds, reflecting Article V of the New York Convention, are categorized as follows:

6.1 GROUNDS INVOKED BY THE RESPONDENT

The court may refuse enforcement if the respondent proves that:[9]

  • A party to the arbitration agreement was under some incapacity, or the agreement is not valid under the applicable law.
  • The party was not given proper notice of the appointment of the arbitrator or the arbitral proceedings or was otherwise unable to present their case.
  • The award deals with a dispute not contemplated by or not falling within the terms of the submission to arbitration.
  • The composition of the arbitral tribunal or the arbitral procedure was not in accordance with the agreement of the parties or the law of the country where the arbitration took place.
  • The award has not yet become binding on the parties or has been set aside or suspended by a competent authority in the country where it was made.

6.2 GROUNDS CONSIDERED BY THE COURT SUO MOTU

The court may also refuse enforcement if it finds that:[10]

  • The subject matter of the dispute is not capable of settlement by arbitration under Nigerian law.
  • The recognition or enforcement of the award would be contrary to the public policy of Nigeria.

7.0 TIME LIMITS AND LIMITATION ISSUES IN ENFORCING FOREIGN ARBITRAL AWARDS IN NIGERIA

The Act does not specify a limitation period for enforcing foreign arbitral awards. However, by virtue of the Arbitration and Mediation Act, the Limitation Act applies to arbitral proceedings as it does to judicial proceedings.[11]

It is important to note that the period between the commencement of arbitration and the final award is excluded from the computation of the limitation period.[12] This provision ensures that parties are not penalized for delays inherent in the arbitration process.

8.0 CONCLUSION

Nigeria’s legal framework, underpinned by the Arbitration and Mediation Act, 2023, provides a robust mechanism for the recognition and enforcement of foreign arbitral awards. By aligning domestic legislation with international standards, Nigeria reinforces its commitment to fostering an arbitration-friendly environment conducive to international commerce. Parties seeking to enforce foreign arbitral awards in Nigeria can be assured of a legal process that upholds the sanctity of arbitration agreements and the finality of arbitral awards, subject to the limited exceptions provided by law.

Written by Adeola Austin Oyinlade and Felicia Ayeomoni for 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

_________

Ranked as a top law firm in Nigeria, Adeola Oyinlade & Co is known for its expertise in resolving disputes through arbitration, a form of alternative dispute resolution. The firm often handle complex, high-stakes cases across various industries and jurisdictions. With a strong track record in arbitration, deep knowledge of international arbitration rules and institutions, and the ability to manage cross-border disputes effectively, 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] Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), 1958, Articles I–V.

[2] Section 60 of the Arbitration and Mediation Act, 2023.

[3] Ibid

[4] Section 57 (1) of the Arbitration and Mediation Act, 2023.

[5] Order 52 Rule 16 (1) of the Federal High Court Civil Procedure Rules, 2019.

[6] Section 57 (2) of the Arbitration and Mediation Act, 2023.

[7] Order 52 Rule 16 (2) of the Federal High Court Civil Procedure Rules, 2019.

[8]  Order 52 Rule 17 of the Federal High Court Civil Procedure Rules, 2019

[9] Section 58 (2) (a) of the Arbitration and Mediation Act, 2023.

[10] Section 58 (2) (b) of the Arbitration and Mediation Act, 2023.

[11] Section 34 (1) of the Arbitration and Mediation Act, 2023.

[12] Section 34 (4) of the Arbitration and Mediation Act, 2023

  1. 导言

Establishing a business in Nigeria can be challenging, especially when navigating complex regulatory requirements and high operating costs. Now, imagine running a business in Nigeria without paying conventional taxes such as Companies Income Tax, Import Duties, or Valued Added Taxes, and at the same time you are enjoying streamlined regulatory processes and unrestricted profit returns.  This is not a loophole. It is the legal advantage of operating within one of Nigeria’s designated Free Zones.

In this guide, you will be walked you through what you need to know to register and operate a business in a Nigerian Free Zone, from choosing the right zone to securing your operating license and staying compliant.

 

  1. What is a Free Trade Zone?

A Free Zone, also known as a Special Economic Zone (SEZ), Free Trade Zone, Export Processing Zone, or Industrial Development Zone, is a geographically designated area within a country that is considered to be outside the national customs territory for the purposes of trade and economic activity.[1] Within this zone, the application of national regulations relating to customs, taxation, import/export restrictions, and certain bureaucratic procedures is either relaxed or selectively applied to promote investment and facilitate business operations.

Presently, there are over 20 free zones in Nigeria across the country,[2] these free zones were created to encourage industrial growth, attract foreign direct investment, promote exports, and create employment. Businesses operating within these zones benefit from various fiscal and regulatory incentives, such as tax holidays,[3] duty-free import of raw materials and equipment, and unrestricted repatriation of profits and capital.

 

  1. Specific Benefits of Operating in a Nigerian Free Zone Under the Relevant Regulations

Businesses licensed to operate in a Nigerian Free Zone enjoy a wide range of incentives designed to reduce costs and encourage investment. These include:

  • Full exemption from all federal, state, and local taxes, levies, rates, customs duties, and VAT—including VAT on construction and locally procured goods and services.
  • No foreign exchange restrictions: Licensees can operate freely without being subject to forex regulations.
  • Free repatriation of capital, profits, and dividends at any time.
  • 100% foreign ownership and management of businesses is allowed.
  • No import or export licenses required for goods entering or leaving the Free Zone.
  • Unlimited sale of Free Zone products into Nigeria’s customs territory is permitted with a valid permit and payment of duties.
  • Foreign employees are not subject to Nigeria’s immigration quota, provided they work within the Free Zone.
  • No duties on goods used for business operations or approved special products.
  • 75% import duty rebate for special products that are value-added in the Free Zone and sold in Nigeria, as long as their essential character remains unchanged.
  • Duty-free storage and export of goods from the Free Zone.

These incentives make Free Zones an attractive option for both local and international investors seeking regulatory ease and cost efficiency.

 

  1. Legal and Regulatory Framework Guiding the Operation of Free Zones in Nigeria

The legal basis for operating within Nigeria’s Free Zones is primarily regulated by two key enactments: the Nigerian Export Processing Zones Authority (NEPZA) Act and the Oil and Gas Free Zones Authority (OGFZA) Act. These laws, together with supplementary regulations and administrative guidelines, govern the establishment, operation, supervision, and compliance obligations of businesses in Free Zones.

  1. Nigerian Export Processing Zones Authority (NEPZA) Act (CAP N107, LFN 2004)

The NEPZA Act is the principal legislation governing the establishment and administration of Export Processing Zones (EPZs) in Nigeria. It provides the legal basis for creating designated areas where commercial activities can be conducted with minimal interference from regular customs, tax, and regulatory regimes.

Under this Act, the Nigerian Export Processing Zones Authority (NEPZA) was established as a statutory agency under the Federal Ministry of Industry, Trade and Investment. NEPZA is responsible for:

  • Licensing Free Zones and enterprises operating within them
  • Facilitating the development and operation of Free Zones
  • Regulating and supervising activities within NEPZA-designated zones
  • Coordinating with other government agencies to streamline procedures for Free Zone businesses
  • Ensuring that licensed enterprises comply with applicable Free Zone guidelines

NEPZA oversees several Free Zones across Nigeria, including the Lagos Free Zone, Lekki Free Zone, Calabar Free Trade Zone, and Kano Free Trade Zone, among others.

 

  1. Oil and Gas Free Zones Authority (OGFZA) Act (CAP O5, LFN 2004)

The OGFZA Act governs Free Zones established specifically for oil and gas-related activities. It provides for the creation, designation, and operation of Oil and Gas Free Zones and establishes the Oil and Gas Free Zones Authority (OGFZA) as the regulatory body responsible for managing them.

OGFZA’s primary responsibilities include:

  • Approving and licensing businesses operating within Oil and Gas Free Zones
  • Monitoring compliance with relevant guidelines and environmental standards
  • Promoting investment in upstream and downstream oil and gas activities
  • Coordinating with the Nigerian Upstream Petroleum Regulatory Commission (NUPRC), Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA), and the Nigerian Customs Service to facilitate smooth operations within these zones

Examples of zones under OGFZA’s jurisdiction include the Onne Oil and Gas Free Zone, Brass Oil and Gas Free Zone, and Warri Oil and Gas Free Zone.

 

  1. Other Relevant Laws and Regulations

In addition to the NEPZA and OGFZA Acts, Free Zone businesses must comply with a range of other applicable legal frameworks, including:

  • Companies and Allied Matters Act (CAMA) 2020: Governs company incorporation and corporate governance
  • Investment and Securities Act and Nigerian Investment Promotion Commission (NIPC) Act: Relate to foreign investment and capital repatriation
  • Customs and Excise Management Act: Applies to customs procedures, although often relaxed within Free Zones
  • Immigration Act: Regulates employment of expatriates in Free Zones
  • Environmental Guidelines and Standards: Issued by NESREA and other relevant agencies, particularly in industrial zones
  • Tax enactments such as the Companies Income Tax Act

 

  1. Business Activities That Can Be Carried Out in Free Zones in Nigeria

Permissible business activities that can be carried out in free zones area in Nigeria include:

  • Construction & Light Manufacturing: Housing, Light Manufacturing & Services
  • Solid Minerals & Metals: Cement, Basic Steel, Aluminum, Chemicals, Auto Assembly
  • Oil & Gas: Petrochemical, fertilizer, methanol, Plastics, Refineries
  • Agric business & Argo-Allied: Food Processing, Sugar, Oil Processing, Cocoa Processing, Leather Product, Rubber Product, Textiles and Garment.

Permissible industries include:

  • Electrical and electronic products
  • Textile product and garment
  • Wood product and handcraft
  • Leather product and petroleum product
  • Rubber and plastic product
  • Cosmetics and other chemical products
  • Metal product and machinery
  • Educational materials
  • Printing materials, communication and office equipment
  • Medical kits, optical instruments and appliances
  • Biscuits, pastries and food processing business
  • Pharmaceutical products
  • Ship building and repairs, oil and gas, logistics
  • Sport equipment

 

  1. Activities Prohibited in the Free Zones in Nigeria
  • Prohibition of retail trade: No retail trade shall be conducted within a Zone without the prior approval of the Authority and which may be subject to such terms and conditions as may be imposed, from time to time, by the Authority.[4]
  • Prohibition of Dangerous Goods in Zones: The importation, entry, or storage of certain dangerous goods in a Zone is strictly prohibited. These include firearms and ammunition except by authorized security personnel dangerous explosives without prior approval, and flammable or hazardous materials such as petrol or oil fuels, unless permitted under specified conditions.[5]

 

  1. Types of Licence Under NEPZA
  • Free Zone Developers License
  • Free Zone Enterprise License
  • Export Processing Factory/Export Processing Farm License

 

  1. Types of Licence Under OGFZA
  • Free Zone License
  • Sub-Zone License
  • Free Zone Extension License
  • 75 per cent Duty Rebate License
  • Special Activity License.

 

  1. Steps in Registering a Business or Company in Free Zones in Nigeria

Under NEPZA

Step 1: Complete the Application Form

Complete an application form which can be downloaded online or collect from the administration of the free zone or from NEPZA HQ in Abuja, with a non-refundable fee of US$500 or its Naira equivalent.

An approved enterprise can engage in approved activities as stipulated by the Decree and for which the Authority has granted it permission to engage in a Zone provided the approved enterprise’s investment in the approved activity is of the value of at least US$500,000.00 (five hundred thousand United States dollars) and the operation of the approved activity does not cause damage to human life and property, damage the environment, constitute a threat to public peace and order or national security.[6]

Step 2: Submit the Form

Submit completed application form to the Zone Administration or NEPZA Office in Abuja along with required Project Plan/Feasibility Study. Application will be reviewed and either approved or returned with observations within five (5) working days.

Application to undertake an approved activity shall be considered within five working days of its acknowledgement and the applicant notified in writing of approval or otherwise.[7]

Step 3: Approval and License

On approval of application, an Operating License (OPL) will be issued by the Free Zone Administration. Being licensed by the Authority constitutes registration and no further registration is required with the Corporate Affairs Commission (CAC). It is at this point that the Free Zone Administration will discuss your site location and assign or reserve a space for you.

Step 4: Remit Capital

Remit your investment capital through banks located in the zones which will in turn issue a Certificate of Capital Importation.

Step 5: Prepare Building Space

Prepare your building or warehouse space. Investors who are constructing their own buildings must submit four (4) copies of full architectural drawings for approval by Zone Management according to established building codes. Built-up spaces should not exceed 70% of the leased land, and construction should start within three (3) months after execution of agreement.

Buildings and structures to be constructed by an approved enterprise shall be permanent structures built with fire resistant material in accordance with building, public health and fire regulations adopted by the Authority from time to time.[8]

Step 6: Move in and Operate

Government has designed the process to be as streamlined and user friendly as possible. Some companies may have some additional procedure to follow such as obtaining permission for their foreign nationals and employees which can be done at the immigration desk offices in the free zones.

NOTE: An approved enterprise shall prior to the commencement of operations apply to the Authority/Management for permit to commence operations. The Authority shall within twenty-four hours of the receipt of the application complete inspection of the factory site to ensure compliance with relevant building, factory and public health laws and regulations and shall issue permit to commence operation if there will be no breach of applicable laws and regulations within twenty-four hours of completion of the inspection.[9] Where an approved enterprise has not complied with relevant regulations, the Authority/Zone Management shall in writing within twenty-four hours after the completion of inspection notify the approved enterprise of the non-compliance and direct that it be remedied within a stipulated period.[10]

 

UNDER OGFZA

STEP 1: Submit filled out copy of application to the Managing Director/CEO and pay the prescribed fee. The Authority shall notify the applicant in writing of any decision made within 30 days of the receipt of the application. An applicant for a grant of Free Zone Enterprise License (offshore company) shall produce a bond to the Free Zone Registrar, in accordance with the fees prescribed by the Authority.[11]

STEP 2: Submit the following documents:

  • Certificate of incorporation / notarized certificate of incorporation
  • Memorandum and articles of association
  • Company brochure/profile
  • Contact person, designation, phone numbers and address of company
  • Report of the feasibility studies of the intended investment in the zone (business plan) 3–5-year business plan
  • Financial profile and personal profile
  • Companies last three y ears audited account (not applicable to companies less than one year in operation)
  • Evidence of capital importation

STEP 3: License is issued seven (7) days from date of submission of above-listed requirements. A successful applicant for the formation of a Free Zone Enterprise shall be issued with a certificate, which shall among other things, carry the date of registration, name of the Enterprise and the seal of the Authority.[12]

NOTE: Once licensed under NEPZA or OGFZA, an enterprise must be registered in the Free Zone Register, and a duly executed Certificate of Registration must be issued. The name of the enterprise must end with the acronym “FZE”.

 

  1. Renewal of Licence

A Free Zone license is valid until the end of the year in which it is issued. Renewal is subject to the following conditions:

  1. Payment of the applicable license renewal fee;
    b. Submission of any required documents, returns, or information as may be requested by the Authority; and
    c. Settlement of all outstanding payments, if any, owed to the Authority.[13]

 

  1. De-Registration of a Free Zone Enterprise[14]

A Free Zone licensee may apply for de-registration by formally notifying the Authority and submitting key documents, including a certified board resolution, proof of payment of outstanding dues, confirmation of recovered guarantees, Free Zone vehicle plates, and details of a qualified liquidator (not being a shareholder or CEO). Within 10 days of receiving these documents, the Authority will publish a 30-day notice in local newspapers to invite any third-party objections. A comprehensive audit will then be conducted to confirm that all imports/exports and customs obligations have been settled. If the license has expired for over a month, the enterprise must renew it or pay a penalty of 50% of the registration fee per month. The Authority will cancel the visas of all foreign employees and the appointed liquidator. If all requirements are met, a Certificate or Letter of Deregistration will be issued. During the notice period, the enterprise’s Board may still make representations to the Authority.

 

  1. 结论

Setting up a business in a Nigerian Free Zone offers a smart, strategic path for investors seeking to minimize bureaucracy, reduce tax burdens, and access global markets with ease. With the right guidance, registering, operating, and even exiting a Free Zone enterprise can be straightforward and rewarding. Whether you’re a local entrepreneur or a foreign investor, Free Zones provide a legally backed opportunity to grow your business in one of Africa’s largest economies, with fewer barriers and more benefits.

While investing in the free zone requires a higher capital outlay, it is important to state that such investment quickly pays off owing to the incentives enjoyed by the Free Zone Enterprise. It is however very important to engage an experienced firm of solicitors registering Free Zone businesses in Nigeria for proper guidance at every stage of the process.

Written by Adeola Austin Oyinlade and Felicia Ayeomoni 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 incorporation and post incorporation compliance services to several local and foreign clients 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] https://nepza.gov.ng/free-zones/ accessed 26 of May, 2025.

[2] https://nepza.gov.ng/free-zones/operational-zones/ accessed 26 of Ma y, 2025.

[3] Section 8 of the Nigeria Export Processing Zones Act, 2004.

[4] Section 14 of the NIGERIA EXPORT PROCESSING ZONES ACT, 2004.

[5] Section 16 of the NIGERIA EXPORT PROCESSING ZONES ACT, 2004.

[6] Part 1 Regulation 16 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria, 2004.

[7] Part 1 Regulation 4 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria, 2004.

[8]Part 1 Regulation 8 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria, 2004.

[9] Part 1 Regulation 10 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria, 2004.

[10] Part 1 Regulation 11 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria, 2004.

[11] Part 3, Regulation 23 (3) of the Oil and Gas Export Free Zones Regulations, 2019

[12] Part 3, Regulation 23 (6) of the Oil and Gas Export Free Zones Regulations, 2019

[13] Part 4, Regulation 6 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria. 2004.

[14] Part 5, Regulation 21 of the Investment Procedures, Regulations and Operational Guidelines for Free Zones in Nigeria. 2004.

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.

  1. 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]

 

  1. 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.

 

  1. “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.

 

  1. 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]

 

  1. 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).

 

  1. 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]

 

  1. 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.

 

  1. 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]

 

  1. 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.

 

  1. 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.

 

  1. 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.

导言

The Land Use Act of 1978 revolutionized Nigeria’s land ownership system by centralizing control and vesting title to all land in the governor of each state, who holds it in trust for the people. This marked a significant shift from the previous system, where land was primarily governed by customary land tenure, leading to confusion, inconsistencies and disputes in land transactions.

The state governor is responsible for land administration and has the authority to grant rights of occupancy, which serve as legal land titles. The governor allocates land for various uses, including residential, commercial, and agricultural purposes. These allocations provide legal recognition to landholders and form the basis for land transactions. The Act mandates that the consent of the governor is required for every land transfer or transaction. Be it an assignment of land or a mortgage, the consent of the governor must be obtained upon conclusion. Land disputes often arises in Nigeria either as result of competing claim to the ownership of a property or border disagreement by neighboring communities.  This articles seeks to identify the sources of land disputes and proffer resolution to these disputes.

 

Laws Regulating Land Transactions in Nigeria

Land transactions in Nigeria are regulated by various laws which includes but not limited to;

  1. Constitution of the Federal Republic of Nigeria 1999
  2. Land Use Act 1978
  3. Statute of Frauds Act 1677
  4. Land Instrument Registration Law of various states
  5. Conveyancing Act 1881 & 1882
  6. Property and Conveyancing Law 1959
  7. Stamp Duties Act 2004
  8. Urban and Town Planning Law of various states or Act

 

Acquiring land ownership in Nigeria

Land can be acquired in Nigeria through any of the following means;

  1. Gift Inter-vivos: under Customary Law, it is an oral pronouncement by grantor in the presence of witnesses but the grantee is expected to take the interest during the lifetime of the grantor. If it is not under Customary Law, the gift must be by deed
  2. Adverse possession: arises when a person has been in continuous possession of another person’s property without the owner’s permission for a specified period. It can lead to the possessor acquiring legal title to the property, thereby extinguishing the original owner’s rights.
  3. Partition of Family Land: Partition is a determination and sharing of family property amongst individual members. Each individual has absolute ownership over his portion. The partition can also be by the order of a court of law.
  4. First Settlement: where a person is the first to enter upon a virgin land with the intention of remaining on the land and excluding other persons from possession for a long and continuous period exercising acts of ownership, the law contemplates the person as the owner of the land.
  5. Purchase: the owner of a land can transfer his interest in the land property for a consideration. This is the most common means of acquiring land in Nigeria.
  6. Allocation of State Land by Government: in lieu of buying land from individuals or companies, another known way of acquiring land in Nigeria particularly in Lagos state, is allocation of land by the government. Which can be perfected by processing the Certificate of Occupancy.
  7. Devolution in A Will: this is where the owner of a landed property bequeath such property to the beneficiary of a will.[1]

 

Disputes over Ownership of Lands in Nigeria

In Nigeria, land disputes refer to conflicts over land ownership, possession, or boundaries between individuals, communities, or entities. These disputes often stem from issues like competing claims, unclear boundaries, land grabbing, inheritance disputes, and other related matters.

 

Factors leading to Land disputes in Nigeria

  1. Competing claim: different individuals may lay claim to the ownership of a landed property which could be as a result of multiple sale by the initial owner of the property.
  2. Revocation of Right of Occupancy: this often leads to legal battle between the government of a state empowered to revoke granted right of occupancy to citizens of the state where adequate compensation is not being paid or the right of occupancy was not revoked in public interest.
  3. Encroachments into adjoining Land: neighbors of adjoining land often disagree as to their borderlines. This is also one of the major causes of communal conflicts.
  4. Devolution of land: beneficiaries of a demised owner often contest the distribution of inherited land, especially when the owner dies intestate.
  5. Unauthorized Sales: When someone sells land they don’t own, it frequently sparks disputes between the legitimate owners and innocent buyers who were unaware of the seller’s lack of title.
  6. Inefficiency of Land management: Land ownership acquisition in Nigeria is often plagued by bureaucratic inefficiencies, including delays in title registration, illegal land allocations, uncompensated land revocations, and land use conflicts, which collectively hinder the process for landowners nationwide.
  7. Existence of Land grabbers: Land grabbing, which involves influential individuals or entities acquiring land through illicit means or corruption, poses a significant challenge in Nigeria’s land acquisition process. However, stringent penalties have been established by law to deter such practices.[2]

 

How to Prove Land Ownership in Nigeria

Where the ownership of a land is in disputes, it can be proved through any of the following methods;

  1. Through traditional historical evidence.
  2. By providing the documents of title.
  3. Evidence of ownership and possession over an adequate period.
  4. Proving possession of adjacent and connected land in circumstances that make it probable that the owner of such adjacent and connected land owns the land in dispute.[3]

 

Recommended steps to be taken in determining Disputes relating to Land

Land disputes can be resolved by adhering to the prescribed steps below;

  1. Gather and verify necessary documents: all necessary documents relating to the property in question including title documents must be examined to ascertain one’s title to the property. It’s advisable to visit the Land Registry to have a first hand and verifiable information on the property.
  2. Engage a Surveyor to determine the Land measurement: where encroachment is being alleged or the disputes is as result of inability to ascertain the boundaries of neighboring communities, a professional surveyor can be engaged to survey the land in disputes.
  3. Give room for Alternative Dispute Resolution: Disputing parties can opt for mutual discussions to resolve their differences peacefully, avoiding further escalation. Additionally, traditional rulers or community leaders can facilitate mediation, helping to find a mutually acceptable solution.
  4. Consult a Legal Practitioner: If alternative dispute resolution is unsuccessful, consult an experienced real estate lawyer for expert guidance on the best course of action to take next.
  5. File a legal proceeding in court: If mediation is unsuccessful, the next step is to file a court action seeking a declaration of title to the disputed land. Such cases are typically brought before the High Court of the state where the land is located, specifically at the judicial division with jurisdiction over the area.

 

Prevention of Disputes in Land Transactions

  1. Engage Real Estate Experts: Always use professionals such as qualified lawyers, surveyors, and real estate agents when engaging in land transactions. These professionals can help verify land titles and ensure all legal processes are followed.
  2. Conduct due diligence: before the purchase of a landed property, it’s important to investigate the vendor’s title to the property to determine his right to deal with the property and to uncover the existence of any encumbrance on the property.
  3. Acquire necessary documents: Ensure you acquire necessary certificates, including the Certificate of Occupancy, Deed of Assignment, and Survey Plan.
  4. Registration of title document: Ensure that your land documents are immediately registered after acquisition as an unregistered deed of assignment only gives the purchaser an equitable interest in the property.
  5. Insurance: Given the high cost of legal proceedings, consider investing in legal indemnity insurance to mitigate potential expenses associated with future disputes.

 

结论

Resolving land disputes in Nigeria requires a comprehensive understanding of the Land Use Act and other relevant laws governing land ownership and transactions. By identifying the sources of disputes, such as competing claims, boundary disagreements, and unauthorized sales, individuals and communities can take proactive steps to prevent and resolve conflicts. Gathering and verifying documents, engaging surveyors and legal practitioners, and exploring alternative dispute resolution methods can help resolve disputes efficiently. Moreover, conducting due diligence, acquiring necessary documents, and registering title documents can prevent disputes from arising. By following these guidelines and seeking professional advice, individuals can protect their land rights and interests, ensuring a smoother and more secure land acquisition process in Nigeria.

撰写人 Olamilekan Fayemi 对于 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 property, land and real estate 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://cjokoyelawview.com/law-421-land-law-i/topic-6-modes-of-acquisition-of-land

[2] https://landproperty.ng/how-to-handle-land-disputes-in-nigeria-by-dennis-isong/

[3] Idundun v okunmagba (1976) 9 & 10 s.c 27

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.

  1. 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 AyeomoniAdeola 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.

Abstract

Taxation as a crucial fiscal policy measure is a factual tool for social economic development, which has been adopted by various countries around the world to improve their economic goals. The Nigerian tax regime is made up of a complex web of disjointed tax laws which leave much to be desired in terms of efficiency and effectiveness both in administration and in achieving the nation’s fiscal policy goals. It is therefore pertinent to examine the causes of the gap between policy and implementation with a view to proffering workable solutions which will aid the development of the country especially as it pertains to its fiscal setup. This paper employs judicial authorities, tax articles, journals and opinions of learned authors on the subject matter for a plenary discourse.

Keywords: Taxation, Tax System, Tax Policy, Policy Implementation, National Development.

  • 导言

Taxation plays a pivotal role in the economic development of any nation, providing the necessary resources for public services, infrastructure development, and social welfare programs. In Nigeria, the National Tax Policy (NTP) 2017 was formulated to guide the orderly development of the tax system and ensure its alignment with the nation’s broader socio-economic goals. It envisions a tax system that promotes voluntary compliance, provides stable government revenue, and ultimately fosters economic growth.

However, despite the NTP’s ambitious objectives, a significant gap persists between its policy pronouncements and its effective implementation. This disconnect undermines the potential of taxation to contribute meaningfully to Nigeria’s development agenda. It is thus imperative to interrogate this with a view to proffering a feasible solution.

1.1 The Current State of the Nigerian Tax System

The NTP defines tax as a mandatory payment to the state with the support of law, with no direct benefit or consideration, as long as it is designated as a tax. For a tax system to be efficient, it must be harmoniously balanced on the tripod of taxation: law, policy and administration. Without this synergy, the tax system will be in an utter state of disarray, leaving everyone to cultivate the wilderness of confusion, which aptly describes the current state of the Nigerian tax system, especially the great chasm between the tax policy and its implementation. The reasons for this discombobulation are examined next.

  • The Chasm Between Policy Making and Implementation: The Causes

Several factors have been adduced for the gap between policies and their implementation.

2.1 Division of Taxing Powers

The policy has not adequately addressed the lack of fiscal federalism in the distribution of taxing powers, leading to proliferation of taxes. Some of the taxing powers are clearly delineated,[1] others are not. Quintessentially, is the VAT,[2] which like the mythical Phoenix bird resurrects from its ashes each time the matter seems to be laid to rest and given a befitting burial by way of a judicial pronouncement.[3] This leads to the next problem.

2.2 Multiplicity of Taxes

This problem emanates from the states’ complaints about the mismatch between their fiscal responsibilities and fiscal powers or jurisdiction,[4] and it has resulted into multiple taxes which is most evident in the areas of property[5] and income taxes.[6] It connects to the next problem.

2.3 Tax Avoidance and Evasion

While tax avoidance is minimising one’s tax liability within the ambits of the law, evasion is the total refusal to pay taxes which is illegal and punishable. Because the same income is subjected to multiple levels of taxes, the reasonable taxpayer will avoid taxes where possible while the unreasonable one will evade it outrightly. Avoidance or evasion has the effect of shifting the tax burden to the next available taxpayer.

2.4 Demographic Data

How can government tax the citizens that they do not know? There is dearth of the correct data of Nigerian citizens lending credence to the failure of the Nigerian government to capture the accurate data of her citizens and others dwelling within her borders and cannot therefore make veracious decisions.[7] Taxation is the oldest governmental activity since the country’s unification in 1914, so one would think that tax statistics would be easily accessible. However, this expectation is misplaced, as the government at almost every level, has serious data management failures. Additionally, there are no efforts to have the limited data that is available collated or analyzed on a regular basis, let alone stored or made more easily accessible or retrievable.[8]

2.5 Political Interference

It is counterintuitive that many politicians prioritize politics over professionalism when it comes to revenue generation. Many policymakers, administrators, and lawmakers do not fully comprehend the tax system. Tax collection will remain frustratingly low as a result of this, as well as excessive political interference and special interests.[9] This is closely linked with the rot that pervades every Nigerian system: corruption. Politics and corruption is like night and day. They are complimentary and both operate to negative good policies.

2.6 Complexity of Tax Laws

Nigerian tax regulations are complicated and challenging for the average taxpayer to comprehend; even literate authorities may encounter difficulties in certain situations. In addition to this, many taxpayers may not even know that certain taxes exist.  Together with the absence of information, tax officials’ indolence, resistant taxpayers, and the propensity for quick fixes, these factors promote the application of ‘the best judgment’ method. This could be an indication of inadequate tax education and a failure on the part of tax authorities to perform their duties regarding public awareness which will aid implementation.[10]

2.7 Priority of Tax Efforts

The political economy of revenue allocation in Nigeria does not prioritize tax efforts, rather, it is anchored on factors such as equality of states, pollution, landmass and terrain, social development needs, and internal revenue effort. This discourages a proactive revenue drive as well as zeal for policy implementation, particularly for internally generated revenue, and makes all government tiers heavily reliant on unstable oil revenues.[11]

The more these problems linger, the farther the policies are from being effectively implemented.

  • The Way Forward

Identifying problems alone do not solve them, rather, it is the first step taken towards solving it. The proposed solutions are discussed below.

3.1 Constitutional Amendment

A constitutional amendment involving inputs from all the stakeholders on a clear delineation of the taxing powers of all the levels of government is envisaged.[12] The constitution should be amended such that it would allow for more fiscal autonomy of the states and the local governments.[13] This will solve the first three problems earlier mentioned to a great degree.

3.2 Review of Tax Laws

Regular reviews of existing tax laws to ensure they are relevant and reflect current economic realities can help address complexities and ambiguities that confuse taxpayers. To address the urgent need for comprehensive tax reform in Nigeria, President Tinubu, formed the Fiscal Policy and Tax Reforms Committee in August 2023. The committee, led by the tax veteran, Mr. Taiwo Oyedele, was charged with formulating recommendations for improving the country’s tax structure and accomplishing fiscal policy objectives.[14] The Tax Reform Bills are the result of the Committee’s mandate to recommend changes to overhaul the Nigerian fiscal landscape, and promote consistency in the administration and operation of the tax laws.[15]

3.3 Modernized Tax System

Nigeria has been using an antiquated tax system for many years, one that has not kept up with post-pandemic reality, technology developments, and the ever-changing needs of the taxpayers or even changes in the economy. The tax reform aims to upgrade the system, making it more efficient, transparent, and aligned with contemporary economic conditions.[16] This would involve periodically training tax workers on the innovations and current practice obtainable in advanced countries. It would also necessitate the integration of technology like The Integrated Tax Administration System (ITAS) which is a significant initiative in Nigeria aimed at modernizing tax administration through automation and technology.[17]

3.4 Increased Tax Registration and Compliance Monitoring

Tax registration enforcement is increasing with the FIRS[18] requiring businesses and individuals to obtain a Tax Identification Number (TIN) before carrying out certain transactions.[19] This development is a move towards strengthening the Nation’s tax administration, ensuring that businesses, are properly registered and taxed. It reflects a growing emphasis on transparency and accountability in Nigeria’s business environment. By requiring all parties involved in Nigerian business activities to have a TIN, the tax authorities are widening the tax base and reducing informal or unregistered transactions that often evade tax obligations.[20]

3.5 Enhancing Accountability

Even though no one pays taxes with a smile, once there is evidence of the judicious use of taxes, which is clear to all and sundry, it will provide a good ground for justifying the government’s demand for taxes and overall compliance to policies.

  • 结论

There is a quota that taxation is supposed to contribute to nation building and development. Without solving these problems, it will be impossible to achieve that. Nigeria’s economic landscape and population is like a forest of trees, with big ripe fruits, waiting to be harvested by the implementation of a bespoke tax policy, perfectly suiting Nigeria.

 

By Opeyemi Amodu, winner of the 2025 Adeola Oyinlade & Co National Essay Competition.

_______________________________

[1] For example, Items 16, 25, 58 59 of Part I of the Second Schedule to the 1999 Constitution on  taxation of customs and excise duties; export duties; stamp duties; and incomes, profits and capital gains, all of which are clearly within the purview of the National Assembly. Even in those clearly outlined, there is still problem in its implementation such as the tenement rates meant for local governments which came up for adjudication in Knight-Frank & Rutley & Anor. v A-G. of Kano State (1998) LLJR-SC.

[2] Value Added Tax regulated by the Value Added Tax Act, Cap V-1, Laws of Federation of Nigeria, 2004. The VAT began to be levied by the federal government in 1993 under military rule but they failed to grant it a constitutional status which has made it to remain an apple of discord.

[3] The VAT tussle dates back to the sales tax in A-G. of Ogun State v. Aberuagba (1985) LLJR-SC. The gravamen has now escalated and is yet to end with a suit still pending at the Court of Appeal since 2021, initiated by the Rivers State government, after so many cases have been adjudicated on such as Nigerian Soft Drinks Ltd v. A-G. of Lagos State [1987] 2 NWLR (Pt 57) 444 CA, Mama Cass v FBIR (2010) 2 TLRN 99 (FHC),  A-G. of Lagos State v. Eko Hotels Limited (2017) 12 SC (Part 1) 107. This is just to mention but a few.

[4] Micah Leyira, Ebere Chukwuma, Umobong Asian, “Tax System in Nigeria – Challenges and the Way Forward” (2012). 3(5) RJFA. Available at https://core.ac.uk/reader/234629280. Accessed on 18th, February 2025.

[5] There are multiple property taxes such as Land Use Charge, Tenement Rates, Neighbourhood Improvement Charge, etc.

[6] This includes earmark taxes such as Education Tax, Information Technology Tax, Local Content levy, Industrial Training Fund levy and so on. Despite the enormous amount of funds generated by these earmark taxes at significant cost to businesses, it is unfortunate that very little or no positive impact has been made on the people and the economy.

[7] The last official census in Nigeria held in 2006 which is appalling since there is no substitute to correctly monitor the figures. There are those citizens with multiple NIN numbers, voters’ card, etc, making the figures obtained from such estimation unreliable.

[8] Micah Leyira, Ebere Chukwuma, Umobong Asian, op. cit.

[9] Taiwo Oyedele, “2017 Tax & Fiscal Policy Prospects”, Taxwatch, The Guardian, Monday, January 23, 2017.

[10] Micah Leyira, Ebere Chukwuma, Umobong Asian, op. cit.

[11] Ibid.

[12] Like the Supreme Court said in Steve T. Ugba v. Gabriel Suswam SC.191/2012 (CONSOLIDATED), “if any area of the law is creating hardship or injustice for the people, they can sit down and do something about it through their lawmakers.”

[13] One factor for the financial success of the country in the earlier times was the decentralized system where the then legislative lists (under the 1960 and 1963 constitutions) had few items allowing the regions more autonomy. Professor Oyelowo Oyewo commenting on the current legislative lists in his inaugural lecture titled “Nigeria: What Manner of Federation is This?”, called Nigeria a pseudo-unitary state masquerading as a federation.

[14] Oyetola Atoyebi, “The Nigerian Tax Bill 2024 At a Glance: Highlights and Key Provisions ” (December 19, 2024). Available at https://omaplex.com.ng/the-nigerian-tax-bill-2024-at-a-glance-highlights-and-key-provisions/. Accessed on 21, February 2025. The committee’s recommendations  were in the form of four Tax Bills. They are: The Nigeria Tax Bill (NTB) 2024; The Nigeria Tax Administration Bill (NTAB); The Nigeria Revenue Service (Establishment) Bill (NRSEB); and The Joint Revenue Board (Establishment) Bill (JRBEB).

[15] Udo Udoma & Belo-Osagie, “Navigating Nigeria’s Tax Landscape: Key Trends And Developments In 2024 And Outlook For 2025”(Mondaq,  4 February 2025). Available at https://www.mondaq.com/nigeria/tax-authorities/1579484/navigating-nigerias-tax-landscape-key-trends-and-developments-in-2024-and-outlook-for-2025. Accessed on 21st February, 2025.

[16] Abdullahi Hashim, “Nigeria’s Tax Reform Bill: A Step towards Economic Transformation | TheCable” (TheCable, February 7, 2025). Available at https://www.thecable.ng/nigerias-tax-reform-bill-a-step-towards-economic-transformation. Accessed on 15th, February 2025.

[17] Nwamgbebu Obinna, Oketa Chiamake, Odom Amarachi, Nwambe Cynthia and Nweke–Charles Esther, “Electronic Tax System As A Panacea For Tax Revenue Leakages In Nigeria” (African Journal of Politics and Administrative Studies, Vol. 12(1); June 2019). Available at https://www.ajol.info/index.php/ajpas/article/view/247153/233774. Accessed on 21st February 2025. Launched by the Federal Inland Revenue Service (FIRS) in 2013, ITAS seeks to enhance the efficiency of tax collection and compliance processes.

[18] Federal Inland Revenue Service. The federal body in charge of tax collection.

[19] For instance, the FIRS’ stamp duties portal has been updated to capture a variety of transactions and entities so that foreign counterparties to agreements relating to transactions in Nigeria are required to provide their TIN as a prerequisite for stamping their documents in Nigeria. Also, vendors who fail to provide a valid TIN face penalties of twice the applicable Witholding Tax rate.

[20] Udo Udoma & Belo-Osagie, op. cit.

导言

The Collective Management Regulations, 2025 was issued on the 28 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]

 

  1. 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]

 

  1. 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]

 

  1. 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]

 

  1. 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]

 

  1. 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]

 

  1. 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]

 

  1. 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

Foreigners are free to either do business alone or in partnership with any other person in Nigeria. They are free to invest in any sector of the Nigerian economy except items listed on the negative list.[1] Generally it is provided in the Company and Allied Matters Act 2020 (CAMA), which is the law that regulate Nigeria’s corporate activities that every foreign company, incorporated outside Nigeria, intending to carry on business in Nigeria must take all necessary steps to obtain incorporation as a separate entity in Nigeria and until so incorporated, the foreign company shall not have a place of business in Nigeria for any purposes other than the receipt of notices and other documents as matters preliminary to incorporation.[2]   Where a company fails to comply with the provision of the law, it will amount to an offence, liable to prosecution. The company and every officer are liable to a penalty as may be specified by Corporate and Affairs Commission.[3] However a foreign company can register a Representative or Liaison office in lieu of incorporation of a company in Nigeria.

Understanding the concept of Representative or Liaison Office

A representative office or liaison office is an office established in a foreign country by a company or legal entity to carry out non-transactional operations.  It is used to create a relationship with prospective clients. What this means is that the principal activities of representative offices in Nigeria should be limited to marketing activities and acting as a liaison to help coordinate the exchange of information between the foreign parent company and local institutions/customers in Nigeria. It is usually established in a foreign jurisdiction where it has no license to operate business fully. It should be noted that this doesn’t amount to the incorporation of a company, hence the Representative or Liaison Office cannot be clothed with the powers of a duly incorporated company. The representative or liaison office of a foreign company in Nigeria must have a minimum share capital of ₦100 million.

 

CBN’s Guidelines for the regulation of Representative Offices of Foreign Banks in Nigeria

Foreign banks are permitted to establish representative offices in Nigeria subject to obtaining the prior approval of the Central Bank of Nigeria.[4] A bank representative office simply serves as a physical legal representative of a foreign bank in Nigeria rather than carrying out regular banking business such as taking deposits, providing loans and overdrafts.

Prior to October 2022, the CBN did not have any formal regulation relating to the licensing and regulation of bank representative offices in Nigeria. On 12th October 2022, the CBN released its first regulation titledGuidelines for the Regulation of Representative Offices of Foreign Banks in Nigeria” to representative offices of foreign banks in Nigeria, stakeholders and the general public.

The CBN set out in the Guidelines the requirements for obtaining its approval to set up a representative office and guidance to stakeholder on the operational and management terms for representative offices. The CBN on March 5 2023, issued a revised guidelines for the regulation of representative offices of foreign banks in Nigeria.

 

Key Features of a Representative or Liaison Office

  1. No Legal Status: A representative office has no independent legal status, making it unable to sue or be sued in its own name.
  2. Temporary Arrangement: It’s often a temporary administrative setup, with liabilities extending to the parent foreign company.
  3. Limited Activities: Allowed activities include market research, storage or display of goods, promotional work, and logistics support.
  4. No Tax Liability: Representative offices aren’t subject to tax payments, as they can’t generate income, provided their objectives don’t trigger tax liability.
  5. No Business Activities: They can’t engage in business, negotiate contracts, or conclude deals, serving only as liaison or promotional offices.
  6. Funding: Expenses are covered by inflows from the foreign parent company.
  7. Incorporation: Registration follows a similar process to a private limited company, with the same costs and timeline, but with distinct objectives and naming conventions.

 

Permissible Activities for Approved Representative or Liaison Offices 

They are permitted to carry out the following activities:

  1. Marketing the products and services of its foreign parent or an affiliate of the foreign parent licensed and domiciled outside Nigeria.
  2. Carrying out research activities in Nigeria on behalf of the foreign parent.
  3. Serving as a liaison between the foreign parent and local private institutions within Nigeria and other customers of the foreign parent based in Nigeria.
  4. Pursuing business opportunities for the foreign parent or affiliated institutions.
  5. A Representative of a Foreign Bank can connect banks and other financial institutions to its foreign parent.
  6. Assisting exporters in Nigeria with information related to the laws and markets of target countries in which the foreign parent or any of the Group’s affiliates has a subsidiary.
  7. Facilitating seminars, forums and other activities within Nigeria through which a foreign parent may meet with and hold further discussions with existing or potential customers in Nigeria.
  8. Collating and distributing economic and financial information or country reports to its foreign parent for use by customers of the foreign parent; and assisting customers of the foreign parents that desire to invest in Nigeria or do business with Nigerian companies subject to the extant Data Protection Regulations.
  9. Connecting exporters in Nigeria with potential customers in jurisdictions where the parent company operates; and assisting Nigerian exporters with finding new markets through its international offices.

Approvals Required for a Representative Office

While a representative office in Nigeria may not require a business license, there are other compliance requirements to be met, including:

  1. Registration with Corporate Affairs Commission (CAC)
  2. Registration with the Nigerian Investment Promotion Commission (NIPC)
  3. Obtaining work and residence permits for foreign employees Securing an expatriate quota for foreign staff from Nigerian Immigration Service (NIS)
  4. Registration with the Special Control Unit against Money Laundering of the Economic and Financial Crimes Commission (EFCC)
  5. Compliance with Central Bank of Nigeria (CBN) guidelines for representative offices of foreign banks in Nigeria (where applicable)

 

Requirements for Registration as a Representative Office

To register a Representative office in Nigeria, you’ll need to meet the following requirements:

  1. Company Information
  2. Company Name: Submit two alternative names for approval
  3. Business Nature & Objectives: Describe the business activities the representative office will undertake
  • Shareholding Structure: List of Shareholders and percentage held
  1. Company’s Address
  2. Company’s Directors, Secretary, Shareholders, and Witnesses Details
  3. 全名
  4. Valid Means of Identification (e.g., Passport or National ID)
  • Signature
  1. Passport Photograph
  2. 电话号码
  3. Email Address
  • Date of Birth
  • Address (State, City, Street, LGA)
  1. Other statutory documents may be required by the Corporate Affairs Commission (CAC) during the registration process

 

结论

Foreign companies intending to have presence in Nigeria without having to incorporate a subsidiary in the country can register a representative office. Likewise, entities seeking to conduct market research before incorporation of subsidiaries can as well set up a liaison office in the country without any tax liability. Registered liaison offices are, however, advised not to act beyond their objectives as this will make them liable to hefty fines by the regulatory authority.

By 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 incorporation and post incorporation compliance services to several local and foreign clients 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] Section 20(4) of the Companies and Allied Matters Act 2020, section 17 of the Nigerian Investment Promotion Commission Act

[2] Section 78(1) of the Companies and Allied Matters Act, 2020.

[3] Section 79 of the Companies and Allied Matters Act, 2020.

[4] section 8 of the Bank and Other Financial Institutions Act 2020

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.

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