Nigeria: An Overview

A Year of Reform: Key Legal Developments Impacting Businesses in Nigeria

In 2025, Nigeria’s regulatory landscape experienced notable reforms aimed at strengthening governance, boosting revenue, and aligning with global standards, though outcomes have varied across sectors. In 2026, more reforms have been introduced in several sectors.

Oil and gas

The Presidential Executive Order to Safeguard Federation Oil and Gas Revenues and Provide Regulatory Clarity 2026 (Executive Order No 9)

On 18 February 2026, President Bola Ahmed Tinubu issued Executive Order No 9 (EO 9). The crux of EO 9 is the direct remittance of all oil and gas revenues due to the federal government to the federation account by operators/contractors of oil and gas assets related to production sharing contracts (PSCs). EO 9 “amends” Section 9 (4) (5), Section 52 (7) and Section 64 (c) of the Petroleum Industry Act 2021 (PIA). These sections deal with:

• the Nigerian National Petroleum Company (NNPC)’s collection and management of 30% of the profit oil and profit gas allocated to the Frontier Exploration Fund; and
• payment of 30% of profit oil and profit gas, which represents a management fee to the NNPC.

The real issue is whether or not an Executive Order can amend the PIA, an act of the National Assembly. In President, FRN v National Assembly (2023) 3 NWLR (Pt. 1870) 1, the Supreme Court held that “where there is a perceived offensive law, as in the instant case, there are procedures and mechanisms available within the legislature for an amendment of such provision or an entire repeal of the law but not for another organ to interfere”. Hence, the use of an Executive Order by the President to amend the PIA is an illegality and an aberration. EO 9 cannot validly amend the PIA because the PIA can only be repealed or amended by the National Assembly.

By directing operators to remit directly to the federation account, the drafters of EO 9 erroneously assumed that what is shared in a PSC is cash. Under the PSC, extracted resources are shared in the order of royalty oil, cost oil, tax oil and profit oil. It is impracticable for the operators to transfer royalty oil, tax oil, profit oil, and profit gas directly to the federation account. The impracticability of this directive informed the quiet reversal and modification of the implementation of EO 9 a few weeks after its issuance.

Taxation

Nigeria’s tax reforms are embedded in four key tax statutes:

• the Nigeria Tax Act 2025 (NTA);
• the Nigeria Tax Administration Act 2025 (NTAA);
• the Nigeria Revenue Service (Establishment) Act 2025 (NRSEA); and
• the Joint Revenue Board (Establishment) Act 2025 (JRBEA).

It should be noted that the NTA is the principal substantive statute governing federal taxation in Nigeria. These reforms became necessary because of, inter alia, the regressivity affecting the tax system and economy, revenue pressures at sub-regional levels, and tax administration politics.

The core reform principles and policy objectives

The redesigned personal income tax (PIT) regime raises exemption thresholds and re-bands taxable income. Under this reform, minimum-wage earners are wholly exempted from PIT. Also, effective rates for low- and middle-income earners are reduced. The recalibration (into tax bands) aligns Nigerian tax practice with comparative Organisation for Economic Co-operation and Development (OECD) and emerging-market standards, where fiscal legitimacy depends on visible relief for vulnerable households.

Reforming Nigeria’s core taxes

• Value added tax (VAT) – The VAT reforms (i) expand eligibility for input VAT recovery on assets and services; (ii) address chronic refund bottlenecks through a formalised refund system; and (iii) clarify self-accounting and withholding mechanisms. This is in a manner akin to consumption tax principles recognised internationally.
• Worldwide income and digital assets – By virtue of Section 4 of the NTA, worldwide income that accrues in, or is derived from, Nigeria shall be subject to taxation in Nigeria, irrespective of the residence of the recipient. The regime further expands the scope of taxable income to include gains from digital and virtual assets, prizes, grants, awards and similar receipts.
• Corporate income tax (CIT) and chargeable gains – Non-resident companies without a permanent establishment or significant economic presence in Nigeria are subject to a minimum tax of 4% on their gross Nigeria-sourced income not otherwise subject to withholding tax. This provision codifies Nigeria’s source-based taxing philosophy while narrowing opportunities for treaty-based avoidance. The chargeable gains reforms integrate certain gains into the income tax base while exempting share disposals below specified thresholds; thus, preserving capital market attractiveness. The NTA introduces a simplified capital allowance regime, consolidating asset classes into three rate bands of 10%, 20%, and 25%.
• Incentives – The repeal of the Pioneer Status Incentive and its replacement with Economic Development Tax Incentives (EDTI) reflects a decisive policy shift from exemption-based incentives to credit-based relief. Under the EDTI regime, minimum capital investment thresholds are substantially increased, sunset clauses are introduced, and tax exemptions are replaced with tax credits subject to global minimum tax constraints. It is, however, argued in some quarters (eg, the mining sector) that the policy shift to tax credits may not encourage foreign direct investment or portfolio investment.

The reforms are, no doubt, a step in the right direction. their success will depend, however, on whether the government can get and/or sustain public trust. To attain that trust, the three tiers of government must be transparent, accountable and fair.

Data privacy and protection: from compliance culture to active enforcement

Nigeria’s data protection landscape has undergone major transformation in recent years, significantly strengthening privacy governance and enforcement. The enactment of the Nigeria Data Protection Act (NDPA) in 2023 replaced the Nigeria Data Protection Regulation (NDPR), and established the Nigeria Data Protection Commission (NDPC) as the primary regulatory authority. The NDPA formalised privacy rights and imposed statutory obligations on data controllers and processors.

In 2025, the NDPC issued the General Application and Implementation Directive (GAID), which clarified compliance obligations for data controllers and processors, among others. Collectively, these reforms have created a more structured and sophisticated compliance framework for organisations handling personal data in Nigeria.

Over the past year, Nigeria’s privacy ecosystem has evolved from a predominantly compliance-driven regime into one characterised by active enforcement. This transition has been marked by increased regulatory oversight, substantial administrative sanctions, and increased judicial pronouncements on data protection and privacy.

This evolution is evident in NDPC’s significant sanctions against major corporations. In July 2025, MultiChoice Nigeria was fined a NGN766.2 million penalty for alleged unlawful processing of subscribers’ personal data and illegal cross-border data transfers. Similarly, Meta Platforms Inc. faced a USD32.8 million penalty over unauthorised use of Nigerian users’ personal data for targeted advertising, which was later resolved through a negotiated settlement adopted by the court as a consent judgment.

Nigerian courts have also reinforced privacy protections through landmark judgments. In Femi Falana, SAN v Meta Platforms, the High Court of Lagos State awarded the claimant general damages in the sum of USD25,000, for the unlawful processing of inaccurate and harmful sensitive personal data, while in Esther Agboola v Fidelity Bank Plc, the High Court of Lagos State held that Fidelity Bank violated the claimant’s privacy rights by unlawfully disclosing her financial information and debiting her account for a loan she never obtained. The Court ordered a refund of the deducted sums and awarded NGN2 million in damages, among other reliefs.

These developments collectively demonstrate that data privacy and protection enforcement in Nigeria have assumed a far more prominent regulatory and commercial significance. Consequently, organisations must now approach data protection as an essential component of corporate governance, risk management, and operational compliance, particularly as regulatory scrutiny and enforcement actions continue to expand.

Nigeria’s reforms show both ambition and progress but with varied outcomes. Taxation and data protection are advancing steadily, while oil and gas reforms reveal gaps in legal and practical alignment. Addressing these gaps will be critical to ensuring consistency, investor confidence and long-term impact.