NIGERIA: An Introduction

Nigeria’s 2025 legal landscape reflects cautious optimism amid persistent economic headwinds. Key reforms across banking and finance, capital markets, data, IP, energy and tax are reshaping regulation, enabling digital enforcement and unlocking sector-focused investments.

Banking/Finance

The Central Bank of Nigeria (CBN) has:

• raised the Monetary Policy Rate to 27.5% and Cash Reserve Ratio to 50% to counter inflation and currency pressures;
• set recapitalisation thresholds at ≥ NGN500 billion for international banks, triggering rights issues, public offerings and M&A; and
• suspended dividends, bonuses and offshore investments for banks under forbearance, aligning with Basel III.

FX reforms continue, including:

• EFEMS;
• removal of FX spread caps;
• revised diaspora investment accounts;
• rules for BDCs, IMTOs and PoS operators; and
• stricter repatriation timelines for exporters – 90 days for oil, and 180 for non-oil.

The Unclaimed Balances Trust Fund mandates the central transfer of accounts that have been dormant for over ten years.

The CBN’s Payments System Vision 2025 promotes harmonised oversight, including open banking, improved KYC protocols and sandbox testing. Over 430 licensed fintechs operate across payments, lending, crowdfunding and blockchain. Regulatory scrutiny increases.

Green finance is rising via naira-based project finance to hedge FX exposure, particularly in energy.

The National Credit Guarantee Company aims to support SME funding, while proposed Banking Act reforms aim to modernise supervisory powers.

Capital Markets

Capital markets are evolving. Issuers, fintechs and intermediaries must align with a rules-based regime designed to support innovation while safeguarding investor confidence. Under the Investments and Securities Act 2025 (ISA 2025):

• the authority and scrutiny of the Security and Exchange Commission (SEC) is extended over digital and virtual assets, offshore issuances, enforcement for market abuse using digital investigatory tools and telecoms access powers and smart contracts focuses on automation risk, enforceability and escrow design.
• two SEC Rulebooks, effective April 2025, impose new obligations on private companies issuing securities;
• allotments require SEC approval, disclosure filings and use of registered intermediaries;
• debt issuance by private companies is capped at NGN15 billion annually and must be exchange-listed; and
• the SEC is conferred digital enforcement powers and governance intervention rights.

These developments reflect a proactive, compliance-intensive regulatory environment.

Corporate/Commercial and Competition

Corporate/commercial and competition activity is evolving through legal reforms and regional integration. Key developments include:

• The ISA 2025 brings private capital activity under SEC regulation, codifying fund structures and permitting investment in digital assets, infrastructure and capped foreign holdings.
• An expanded statutory framework facilitates stricter SEC oversight and tech-driven enforcement.
• Corporate structuring remains flexible but is subject to compliance with UBO transparency and AML rules.
• CGT will increase from 10% to 30% on 1 January 2026, impacting transaction structuring for indirect asset and equity transfers.
• The CBN’s FX reforms aim to stabilise the naira and facilitate liquidity.
• FCCPC enforcement is strengthening through ex-post merger reviews, expanded powers and regional cooperation. 
• Blended capital structures and private capital-friendly reforms are evolving, with cross-border investment in non-traditional sectors including entertainment, healthcare and agribusiness.

Agile structuring and regulatory alignment are key for corporate and transactional success.

Data Governance

Data governance is advancing under the Nigeria Data Protection Act 2023:

• The General Application and Implementation Directive 2025 takes effect in September 2025, and introduces registration tiers, DPO mandates, breach reporting and cross-border data rules.
• Amendments to the Cybercrime Act increase penalties for digital offences to NGN5–7 million in fines and custodial sentences.
• AI, whistleblowing and surveillance are now key areas of regulatory focus.

Dispute Resolution

Dispute resolution remains dynamic. The Arbitration and Mediation Act 2023 is being judicially interpreted, with 2025 rulings affirming the courts’ pro-arbitration stance.

• Courts have held that a party’s failure to participate in arbitration after due notice does not constitute grounds to set aside an award unless legal incapacity is proven, and that an admitted debt does not constitute an arbitrable dispute.
• The Supreme Court has affirmed that enforcement may proceed in any listed High Court, irrespective of subject-matter jurisdiction.
• The Supreme Court Rules 2024 introduced key practice and procedural reforms including a “use it or lose it” regime: parties have only two extensions to file appeals. No further extensions are allowed, except in capital offence matters.

These developments strengthen party autonomy, legal certainty and procedural discipline.

IP/Entertainment

Nigeria’s IP/entertainment economy is undergoing pivotal reforms:

• Enforcement of the Copyright Act 2022 and Collective Management Regulations is being bolstered by asset seizure powers.
• The Supreme Court has reaffirmed that states hold exclusive jurisdiction over gaming, reinforcing Nigeria’s federal structure.
• The NCC’s 2024 Tariff Guidance requires simplified pricing and full transparency for digital content.
• The national IP Policy and Creative Economy Fund support local content production and monetisation.
• In sports, stronger IP protection, anti-doping compliance and growing investment – including in sports tech – signal a more structured, investable landscape.

Projects and Energy

Projects and energy momentum continues in 2025:

• More than 12 states, including Lagos, Enugu and Delta, have enacted electricity laws under the 2023 Electricity Act and constitutional amendment, enabling intrastate power markets. 
• The Integrated Resource Plan and National Integrated Electricity Policy (May 2025) promote private capital mobilisation, grid reliability and cost-reflective tariffs nationwide.
• A 1,250MW plant was completed in Ondo State.
• The Rural Electrification Agency and WeLight secured a USD200 million deal to deploy 400 mini-grids and 50 MetroGrids by 2030.
• The Nigeria Electrification Project is expanding in Jigawa and Nasarawa, with clean energy investments increasing.
• Dangote Refinery commenced operations in Q1 2025, expanding the domestic refining capacity. Nigeria achieved three of Africa’s four FIDs in 2024, valued at over USD5 billion.
• The Upstream Petroleum Operations (Cost Efficiency Incentives) Order 2025 links tax relief to terrain-specific benchmarks, driving deepwater interest and IOC divestment.
• CNG incentives and midstream pricing frameworks aim to deepen local utilisation.

Tax

Significant tax reforms aim to broaden the tax base by modifying domestic source rules and narrowing allowable deductions and incentive schemes, and include reforms to:

• the Nigeria Tax Act (codifying CIT, CGT, VAT and Stamp Duty laws);
• the Nigeria Tax Administration Act (standardising tax procedure);
• the Nigeria Revenue Service Act (establishing the Nigeria Revenue Service to assess and collect federal taxes); and
• the Joint Revenue Board Act (establishing the Joint Revenue Board, the Tax Appeal Tribunal and the Office of the Tax Ombud).

Gross-up clauses remain permitted but must not distort pricing or be treated as deductible costs.

Controlled Foreign Company rules have been introduced, alongside a 2% WHT on goods (exemptions apply to small or registered suppliers) and a CGT regime covering share transfers resulting in a change of control of a Nigerian entity or situs assets.

A court ruling invalidated the FIRS’s CbCR regulations for lack of board approval.

E-invoicing launched in July 2025. Enforcement will rely on data and technology, with some implementation and further reforms deferred to January 2026.