Regulatory Roundup
Laws, Policies & Legal Developments — January to June 2026
Introduction
The first half of 2026 has been one of the most consequential regulatory periods in
Nigeria’s recent history — defined by a landmark tax overhaul taking effect, the
conclusion of the most ambitious banking recapitalisation drive in two decades,
sweeping electoral reforms, and accelerating digital regulation. This roundup
provides a comprehensive survey of every significant development your business and
practice must know.
I N T H I S E D I T I O N
01 Tax Reform: Nigeria Tax Act 2026 02 Capital Markets: Increased mininmum share capital for capital market
operators 03 Banking & Finance: Recapitalisation & CBN 04 Electoral Law: The Electoral Act 2026 05 Data
Protection & Digital Economy 06 Competition & Consumer Protection 07 Oil, Gas & Energy 08 Anti-Corruption
& Enforcement 09 Insurance & Pensions 10 Notable Court Decisions
0 1 — T A X A T I O N
The Nigeria Tax Act 2025: A New Fiscal
Architecture Takes Hold
The single most consequential legal development entering 2026 is the
commencement, on 1 January 2026, of four landmark tax reform statutes
signed into law by President Bola Ahmed Tinubu on 26 June 2025. Described
by the Presidential Fiscal Policy and Tax Reforms Committee as a “once-in-a
generation reset,” the package represents the most comprehensive overhaul
of Nigeria’s fiscal architecture in decades.
The Four Acts: (1) the Nigeria Tax Act (NTA); (2) the Nigeria Tax Administration Act
(NTAA); (3) the Nigeria Revenue Service (Establishment) Act (NRSA); and (4) the
Joint Revenue Board (Establishment) Act (JRBA). Together, these instruments
replace and consolidate the Companies Income Tax Act (CITA), the Petroleum
Profits Tax Act (PPTA), the Value Added Tax Act (VATA), the Capital Gains Tax Act
(CGTA), the Personal Income Tax Act (PITA), and the Stamp Duties Act.
The Nigeria Revenue Service replacing FIRS
The Federal Inland Revenue Service (FIRS) has been formally replaced by the
Nigeria Revenue Service (NRS) — a more autonomous, digitally enabled body
with an expanded mandate. The NRS now integrates data-driven tools for real
time reporting, audits, and enforcement. The use of Tax Identification Numbers
(TINs) — with each individual’s NIN serving as their Tax ID — is now mandatory
for financial transactions, eliminating fragmented identification systems.
An Office of the Tax Ombudsman has been established as an impartial arbiter
for taxpayer complaints, alongside a reconstituted Tax Appeal Tribunal. The
Joint Revenue Board (JRB), replacing the former Joint Tax Board, enhances
collaboration between federal and state revenue authorities to reduce
jurisdictional conflicts and double taxation.
Personal Income Tax: Relief for Low Earners
The NTA introduces a tax-free threshold of ₦800,000 per annum
(approximately ₦66,667 per month), providing immediate relief for lower
income earners — the single most talked-about provision among employees
and civil society groups. Above this threshold, a progressive rate structure
applies, capping at 25%.
For the first time, individual taxpayers may also claim a 20% deduction on
annual rent (capped at ₦500,000) when computing chargeable income. The
tax exemption on compensations paid to employees who are laid off as a result
of redundancy, has also been increased from ₦10 million to ₦50 million.
Corporate Taxation: Rates, the METR & Development Levy
Corporate Income Tax remains at 30% for large companies; proposals in earlier
drafts to reduce the rate to 27.5% and later 25% were removed before
enactment. Companies with a turnover of ₦100 million or less are exempt
from CIT, as the definition of “small company” for exemption purposes has
been set at a turnover cap of ₦100 million and fixed assets of ₦250 million.
Multinational and large corporate taxpayers are now subject to a 15%
Minimum Effective Tax Rate (METR), aligning Nigeria with the OECD’s global
minimum tax framework — a significant signal to international investors and
treaty partners.
A 4% Development Levy on assessable profits replaces numerous
fragmented charges (including the Tertiary Education Tax, NASENI, and Police.
Trust Fund levies). Small companies are exempt from this levy. Professional
service firms — including lawyers, engineers, and accountants — do not qualify
for the small company 0% CIT rate regardless of turnover, a provision that has
drawn comment from professional associations.
VAT: Stable Rate, Expanded Zero-Rating
Despite earlier proposals to raise VAT to 15%, the rate has been retained at 7.5%
— the lowest among Nigeria’s key regional peers (Kenya at 16%, Ghana and
South Africa at 15%). However, the practical effect of the reform is significant:
from 1 January 2026, basic food items, medical and pharmaceutical
products, educational materials and services, passenger road transport,
accommodation rent, baby products, sanitary products, and renewable
energy equipment are zero-rated or exempt. These categories have been
estimated to represent approximately 82% of average household
consumption.
Businesses may now recover VAT paid on services and fixed assets,
eliminating a long-standing distortion. The VAT Modification Order issued by
the Federal Ministry of Finance has, however, narrowed certain previously
exempt categories for capital goods in the oil and gas sector — a critical
compliance area for operators.
Compliance Watch: The NRS is expected to issue additional implementation
guidelines, e-invoicing mandates, and filing templates throughout 2026. E
invoicing using a fiscalisation-based system is now mandatory for large
taxpayers. Businesses are advised to monitor official gazette publications and
NRS circulars on at least a quarterly basis, as transitional provisions may create
interim compliance obligations that differ from final regime rules.
0 2 — C A P I T A L M A R K E T S
SEC Circular: Revised Minimum Capital
Requirements
On 16 January 2026, the SEC issued Circular No. 26-1, revising the minimum
capital requirements for all categories of regulated capital market operators.
The review is framed as necessary to strengthen market resilience, enhance
investor protection, and align capital adequacy with the evolving risk profile of
market activities. Supplementary Guidelines on New Capital Base for Capital
Market Operators followed on 18 March 2026.
All regulated entities — including brokers, dealers, investment advisers, fund
managers, registrars, and commodity market intermediaries — must now
comply with the revised thresholds. Operators who have not yet achieved
compliance should seek urgent legal and financial advisory counsel.
Practical Implication: The ISA 2025’s recognition of digital assets as securities
means all cryptocurrency exchanges, token issuers, and digital asset custodians
operating in or directed at the Nigerian market must now register with and
obtain approval from the SEC. Continuing to operate without SEC registration
exposes operators to the full range of enforcement sanctions under the ISA 2025.
03 — B A N K I N G & F I N A N C E
Banking Sector Recapitalisation
Concludes; CBN Pivots to Growth
Recapitalisation: ₦4.65 Trillion Raised by the Deadline
The Central Bank of Nigeria’s two-year banking sector recapitalisation
programme — launched in March 2024 — reached its historic conclusion on 31
March 2026. A total of 33 commercial banks raised ₦4.65 trillion
(approximately $3.4 billion) in new capital through rights issues, public offers,
private placements, and other equity channels. Of the total capital raised,
72.55% was sourced domestically and 27.45% internationally — a figure the
CBN described as evidence of robust investor confidence in the long-term
prospects of Africa’s largest economy.
The updated capital thresholds — ₦500 billion for banks with international
licences and ₦200 billion for national commercial banks — represent up to
a tenfold increase on previous requirements. All major banks with international
licences — including Access Bank, Zenith Bank, GTB (via GTCO), UBA, First
Bank (via FirstHoldco), and Fidelity Bank — confirmed compliance ahead of
the deadline. A limited number of banks, specifically Polaris Bank, Keystone
Bank, and Union Bank, remain subject to separate regulatory and judicial
processes, as their recapitalisation is complicated by structural and ownership
challenges.
The exercise has materially reshaped Nigeria’s banking landscape: market
concentration has increased at the top tier, consolidating competitive
advantages for the largest institutions. Several smaller banks undertook mergers or strategic investor transactions to meet the requirements,
accelerating a long-anticipated consolidation trend.
MPC Decisions: A Tentative Easing Cycle Begins
The CBN’s Monetary Policy Committee (MPC) has delivered two key rate
decisions in H1 2026. At its 304th meeting on 23–24 February 2026, the MPC
reduced the Monetary Policy Rate (MPR) by 50 basis points to 26.5% —
marking the first rate cut after an extended tightening cycle that had seen the
MPR rise from 18.75% in late 2023 to a peak of 27.5%. The decision was driven
by eleven consecutive months of declining headline inflation, with the January
2026 rate having fallen to 15.1%.
At its 305th meeting on 19–20 May 2026, the MPC voted to hold the MPR at
26.5%, citing the resumption of inflationary pressure: Nigeria’s headline
inflation ticked back up to 15.38% in March and 15.69% in April 2026. The CRR
for Deposit Money Banks was retained at 45%, for Merchant Banks at 16%, and
for non-TSA public sector deposits at 75%. External reserves had by this point
risen to approximately $49.49 billion as of 15 May 2026, representing over nine
months of import cover.
CBN Digital Banking Rules — March 2026
A policy directive issued on 12 March 2026, signed by the Director of the
Payments System Policy Department, Musa Jimoh, introduced revised rules
for instant payment services, affecting mobile banking applications, instant
transfers, account verification processes, and transaction limits. The directive
imposes new compliance obligations on banks and other financial institutions
aimed at curbing electronic fraud and giving customers greater control over
their accounts. A temporary cap on new-user transfer limits was introduced to
prevent fraudsters from immediately moving large sums after gaining
unauthorised access to accounts.
BVN Reforms — Effective 1 May 2026
In a major move to fortify Nigeria’s digital payments infrastructure, the CBN
issued a directive limiting BVN-linked phone number updates to once in a
lifetime, taking effect from 1 May 2026. The directive also introduced a Fraud
Watchlist framework: any BVN linked to a suspicious transaction reported by
a financial institution may be placed on a temporary watchlist of up to 24 hours
pending investigation. As of March 2026, BVN enrolment had reached 68.59 million Nigerians. Separately, ATM card issuance fees were adjusted to ₦1,500
effective 1 May 2026.
Further CBN Circulars: Agent Banking & FX
Agent Banking (effective 1 April 2026): The CBN’s October 2025 Agent
Banking Guidelines commenced enforcement on 1 April 2026. A key provision:
every PoS terminal must process real-time transactions and be geo-fenced to
the registered location of the agent. Devices may not be moved or shared
without formal approval from principals. This measure is designed to prevent
agents from operating at multiple undisclosed locations.
FX Access for BDCs (February 2026): All licensed Bureau De Change (BDC)
operators may now access foreign exchange through any Authorised Dealer
of their choice at prevailing market rates, as the CBN continues to deepen
liquidity and transparency in the retail segment of the Nigerian Foreign
Exchange Market.
CBN/NCC Joint Framework (February 2026): A joint exposure draft released
on 5 February 2026 mandates that all airtime and data transactions — and
refunds — must be completed within 30 seconds, with automatic real-time
refunds for failed transactions, standardised error codes, and end-to-end
visibility across the payment chain.
0 4 — E L E C T O R A L L A W
Electoral Act 2026: Reforming the Rules
Ahead of 2027 Elections
In a rapid legislative process that drew mixed reactions from civil society, the
National Assembly passed the Electoral Act (Repeal and Re-Enactment) Bill
2026 on 17 February 2026, and President Tinubu granted assent within 24
hours on 18 February 2026 — completing a reform process the legislature
described as spanning two years of stakeholder consultation.
Key Reforms Introduced
Mandatory Electronic Transmission of Results: The most contested
provision, Clause 60(3), now mandates the electronic transmission of election results. This provision formalises and strengthens the much-debated
electronic transmission framework that characterised the 2023 elections.
Compulsory BVAS: The Act statutorily mandates the use of the Bimodal Voter
Accreditation System (BVAS) by INEC, giving legislative backing to what was
previously only a policy and operational decision by the Commission.
INEC Independent Funding: A dedicated fund for INEC is established,
guaranteeing financial autonomy, operational stability, and administrative
continuity for the Commission. The law also mandates the timely release of
election funding to prevent resource-related disruptions to the electoral
calendar.
Strengthened Political Party Accountability: The Act introduces stricter
requirements on internal democracy, financial disclosure, and party
administration, with enhanced regulatory consequences for non-compliance.
Context & Controversy: Several civil society organisations, including the Nigeria
Civil Society Situation Room, raised concerns about the speed of passage and the
limited window for broad public scrutiny. The Act entirely repeals and replaces
the Electoral Act 2022. Given INEC’s constitutionally mandated timeline for
issuing the Notice of Election, the new framework must now be fully operational
well ahead of the 2027 general elections.
0 5 — D A T A P R O T E C T I O N & D I G I T A L E C O N O M Y
Data Protection, AI Regulation & the
Digital Frontier
NDPA General Application & Implementation Directive (GAID)
The Nigeria Data Protection Commission’s (NDPC) General Application and
Implementation Directive (GAID), issued in March 2025, took formal effect on
19 September 2025. From that date, the Nigeria Data Protection Regulation
(NDPR) 2019 and its Implementation Framework ceased to operate as
independent legal instruments and are to be read alongside the Nigeria Data
Protection Act (NDPA) 2023 and GAID, with the NDPA prevailing in any conflict.The NDPC is the sole primary data protection authority with enforcement
powers under the NDPA. All data controllers and processors of “major
importance” — defined by volume of data subjects, sector classification, or
commercial activity — must register with the NDPC, appoint a Data Protection
Officer (DPO), and engage a licensed Data Protection Compliance
Organisation (DPCO) for annual compliance audits.
2025 Compliance Audit Returns Deadline Extended
The NDPC extended the deadline for filing 2025 Compliance Audit Returns
(CARs) from 31 March 2026 to 30 May 2026. Organisations that have not yet
completed their audit process, registered as data controllers, and confirmed
their breach-notification workflows are in breach of their obligations. The
NDPC has signaled its intention to tighten enforcement against unregistered
controllers throughout 2026, making compliance an immediate operational
priority.
Lagos State Cybersecurity Guidelines — 19 April 2026
On 19 April 2026, the Lagos State Government officially published its
Cybersecurity Guidelines — a structured framework covering businesses of
all sizes, government agencies, and residents. The guidelines build on the
federal NDPA framework and NITDA’s national cybersecurity policy, adding
operational specificity for the Lagos business environment. Businesses already
operating under the NDPA will find significant overlap, but the Lagos
guidelines introduce additional requirements on security control
implementation, incident response timelines, and small business compliance
pathways scaled to operational reality.
National Digital Economy & E-Governance Bill — Pending
One of the most closely watched legislative developments of 2026 is the
pending passage of the National Digital Economy and E-Governance Bill. As
of the date of this publication, the bill remains before the National Assembly
following a public hearing held in November 2025. The bill proposes to position
NITDA as a “super-regulator” for Nigeria’s digital economy, with powers to:
— Classify AI systems by risk level;
— Mandate algorithmic transparency;
— Accredit AI auditors;
— Govern data flows, digital platforms, and e-governance standards.
surveillance, and automated decision-making, would require annual impact
assessments and formal licences from NITDA. Non-compliance could attract
fines of up to ₦10 million or 2% of annual Nigerian revenue. If enacted, Nigeria
would become one of the first African countries to introduce a comprehensive,
enforceable AI regulatory regime. Given jurisdictional overlaps with the CBN,
SEC, NCC, and NDPC, the bill’s passage is expected to trigger a period of inter
agency regulatory calibration.
NCC — MVNO Draft Regulations & Telecoms Policy Review
The Nigerian Communications Commission (NCC) unveiled draft regulations
for Mobile Virtual Network Operators (MVNOs) in late May 2026, with a public
comment deadline of 29 June 2026 and a public consultation session
scheduled for 9 July 2026. MVNOs are viewed by the NCC as a mechanism for
enhancing competition and expanding digital access to underserved
populations. As of March 2026, Nigeria reported 185.7 million mobile
subscribers and 153.8 million internet users, though access remains uneven.
In parallel, the NCC launched a formal review of Nigeria’s National
Telecommunications Policy — a framework that has not been substantively
updated since 2000. The review, initiated at a policy workshop in Lagos in late
May 2026, is aimed at producing a National Telecommunications Policy 2026
that addresses network failures, high data costs, infrastructure vandalism, and
regulatory fragmentation.
0 6 — C O M P E T I T I O N & C O N S U M E R P R O T E C T I O N
FCCPC: Enforcement Actions and
Landmark Court Victories
Digital Lenders Removed from Register — January 2026
Pursuant to the Digital, Electronic, Online and Non-Traditional Consumer
Lending Regulations 2025 (DEON Regulations), the FCCPC enforced a
compliance deadline against Digital Money Lending (DML) operators. On 22
January 2026, the Commission announced it had withdrawn the conditionally
approved status of operators that failed to regularise within the transitional
period and removed them from the published register of approved digital
lenders. A further remediation deadline of April 2026 was set for provisionally eligible operators. The FCCPC also commenced structured engagement with
application hosting platforms and payment service providers as part of
ongoing enforcement.
M&A Notification Warning — April 2026
On 21 April 2026, the FCCPC issued a formal warning to firms, legal advisers,
and transaction parties against non-compliance with statutory merger
notification obligations under the Federal Competition and Consumer
Protection Act (FCCPA) 2018. This warning, coming alongside the ISA 2025’s
new SEC merger approval requirements, underscores the importance of
comprehensively reviewing any transaction involving a potential change in
market position or concentration for dual-regulator notification requirements.
FCCPC Powers Affirmed by Federal High Court — April 2026
In two significant rulings in April 2026, the Federal High Court in Abuja:
(i) On 22 April 2026, dismissed — in its entirety — a suit by United Bank for
Africa (UBA) challenging the FCCPC’s regulatory jurisdiction, awarding costs of
₦2 million against UBA. The FCCPC described this as a major victory for bank
customers and a confirmation of the Commission’s supervisory powers over
financial consumer protection.
(ii) On 28 April 2026, affirmed the FCCPC’s powers to investigate medical
negligence, ruling that consumer protection obligations extend into the
healthcare sector. This ruling has significant implications for hospitals, clinics,
and healthcare service providers regarding their accountability under the
FCCPA.
0 7 — O I L , G A S & E N E R G Y
The PIA Deepens: Regulatory
Implementation and Sector Reform
The Petroleum Industry Act 2021 (PIA) continues to reshape the legal and
commercial architecture of Nigeria’s oil and gas sector, with regulatory
operationalisation advancing through 2025 and into 2026 across both
upstream and midstream/downstream segments.Upstream Sector: NUPRC Activity & Production Targets
The Nigerian Upstream Petroleum Regulatory Commission (NUPRC) has
continued to drive key regulatory initiatives including upstream digitalisation,
infrastructure expansion, and implementation of transparent licensing
systems under the PIA framework. Nigeria’s Project One Million Barrels —
targeting a daily crude oil production of 2.5 million barrels by 2026 — remains
a stated NUPRC priority, with the Commission reporting over $16 billion in
new investment inflows since the PIA’s enactment. In early 2026, gas
production remained strong, supported by increased upstream activities,
although gas flaring — with over 203.9 billion standard cubic feet flared in 2025
— remained a persistent challenge.
Under the PIA, transfers and assignments of petroleum licenses or leases
(including indirect changes of control) require the prior written consent of the
Minister of Petroleum Resources and the approval of the NUPRC.
Practitioners should note the mandatory application of the Nigeria Upstream
Petroleum (Assignment of Interests) Regulations, 2024 to such transactions.
PIA Amendment Bill: Proposed Changes
A proposed amendment to the PIA advanced by the Presidency seeks to
reduce the Frontier Basin Exploration Fund allocation from 30% to 5% of
NNPCL’s profit oil. The amendment also proposes replacing NNPCL with the
NUPRC as government representative in all model contracts and as
concessionaire in Production Sharing Contracts (PSC), Profit Sharing, and Risk
Service Contracts — a potentially transformative restructuring of government
participation in upstream operations. Industry stakeholders, including
NUPENG and PENGASSAN, have signaled concerns about various provisions.
This amendment remains pending before the National Assembly.
Tax Reform Impact on the Sector: The NTA 2025 replaces the Petroleum Profits
Tax Act (PPTA), fundamentally altering the tax framework for upstream
petroleum operations. The VAT Modification Order has narrowed certain capital
goods exemptions. Oil and gas operators are advised to comprehensively review
the interaction of the new tax regime with their existing and pending license
obligations and financing structures. 0 8 — A N T I – C O R R U P T I O N
Anti-Corruption Enforcement: Notable
Prosecutions and Institutional Progress
Supreme Court Reverses Sule Lamido Acquittal — January 2026
In a significant ruling on 16 January 2026, a five-member panel of the Supreme
Court unanimously set aside the Court of Appeal’s 2023 decision that had
discharged former Jigawa State Governor Sule Lamido and his sons,
Mustapha and Aminu, from 37 counts of money laundering involving
approximately ₦1.35 billion. The Supreme Court, in a lead judgment by Justice
Abubakar Umar, held that the Court of Appeal erred in law, affirmed the
Federal High Court’s earlier ruling that the defendants have a case to answer,
and ordered the matter returned for continuation of trial. The case, which the
EFCC has pursued since 2015, marks one of the most notable reversals in recent
financial crime jurisprudence.
Conviction of Former Acting Accountant-General
The EFCC secured a conviction of the former acting Accountant-General of the
Federation, Chukwunyere Nwabuoku, on nine counts of money laundering,
with the court imposing a sentence of 72 years’ imprisonment without
option of fine. The offences, committed between 2019 and 2021 during his
tenure as Director of Finance and Accounts in the Ministry of Defence, were
prosecuted within approximately 14 months of arraignment — a timeline
noted by observers as uncommonly short.
COTRIMCO & EFCC/ICPC Commitments — March 2026
At the 9th meeting of the Corruption and Financial Crimes Cases Trial
Monitoring Committee (COTRIMCO) held on 3–4 March 2026, the EFCC
Chairman Ola Olukoyede and ICPC Chairman Musa Adamu Aliyu (SAN)
commended the National Judicial Council’s progress on speedy adjudication
of corruption cases while raising concerns about persistent delays and the
overly liberal exercise of judicial discretion in granting adjournments. Both
agencies reiterated commitments to more effective prosecution timelines and
strengthened inter-agency cooperation.
NEITI-EFCC-ICPC Alliance for Extractive Sector AccountabilityOn 27 January 2026, the Nigeria Extractive Industries Transparency Initiative
(NEITI) formalised a deepened partnership with the EFCC and ICPC — with
both agencies reaffirming cooperation under existing Memoranda of
Understanding — for coordinated enforcement, information sharing, and
remediation of audit findings in Nigeria’s oil, gas, and mining sectors. NEITI
noted that Nigeria faces the 2026 EITI Validation, which will assess
implementation of the 2023 EITI Standard. The ICPC also confirmed the
continuation of its N36 trillion road projects tracking exercise — a nationwide
physical verification and performance audit of 760 federal road projects —
commenced in November 2025.
0 9 — I N S U R A N C E & P E N S I O N S
Insurance Reform & Pension Sector
Consolidation
Nigerian Insurance Industry Reform Act 2025 — In Force
The Nigerian Insurance Industry Reform Act 2025 (NIIRA 2025) is in force
following presidential assent, ushering in a new regulatory framework for the
insurance sector under NAICOM’s oversight. The Commissioner for Insurance
has described the sector as being “at a defining moment,” noting that while
regulatory reform has advanced, insurance penetration remains below 1% of
GDP — underscoring the challenge ahead for market deepening. NAICOM’s
primary focus in 2026 is recapitalisation enforcement, the expansion of
microinsurance and digital distribution channels, and improving the sector’s
trust quotient with the public.
PenCom-NAICOM Joint Compliance Directive
PenCom and NAICOM issued a Joint Circular requiring all Licensed Insurance
Companies (LICs) to hold valid Pension Clearance Certificates (PCCs) from
PenCom and Group Life Assurance (GLA) Certificates compliant with NIIRA
2025 before undertaking any operational or investment activity. Every vendor,
service provider, and counterparty doing business with insurance companies
must also hold valid PCCs and GLA Certificates. PenCom has engaged
Recovery Agents to audit defaulting employers, enforce administrative
measures, and recover outstanding pension contributions through legal
channels.
Pension Assets Exceed ₦23 Trillion
The PenCom Director General, Omolola Oloworaran, confirmed that total
pension assets under management had surpassed ₦23 trillion as of early 2026
— a milestone that reflects the maturation of the Contributory Pension
Scheme (CPS). PenCom’s priority agenda for 2026 includes the introduction of
a minimum pension for all CPS retirees, supported by President Tinubu’s
approved ₦758 billion bond to finance the Pension Protection Fund (PPF), and
a revised pension investment regulation expanding investment into
alternative assets with dollarised return components.
Additionally, a Nigeria Social Security Trust Fund Bill is expected to be
enacted in 2026 following its second reading in the Senate, which would
significantly expand the scope of social protection obligations for employers,
particularly those in the informal and SME sectors.
