1. What is the current legal landscape for Franchise & Licensing in your jurisdiction?

There is currently no single or specific legislation governing franchising and licensing in Nigeria. In 2023, the Franchising (Establishment) Bill was passed by the Nigerian Senate. The Bill which seeks to create a framework for regulating franchising in Nigeria is currently awaiting the assent of the President to become effective and binding.

The current legal landscape is shaped by a combination of statutes and judicial precedents.

Some of the key applicable legislation that regulate franchising and licencing arrangements in Nigeria are: (a) National Office for Technology Acquisition and Promotion (NOTAP) Act, which regulates the transfer of foreign technology in Nigeria¹, (b) the Federal Competition and Consumer Protection Act, 2018 (FCCPA), which protects the rights of consumers and prevent anti-competitive practices; (c) the relevant Intellectual Property (IP) Laws, (these include the Trademarks Act, 1967, Patents and Designs Act, 1971, and Copyright Act 2022) which protect the underlying IP, which are usually at the heart of franchise and licensing arrangements.

In addition to the above, there are other statutes that govern specific matters under Franchise and licensing arrangements. These include matters such as taxation, employment, data protection etc. The applicable statutes on these areas of law would also apply where necessary.

2. What three essential pieces of advice would you give to clients involved in your Franchise & Licensing matters?

First, pay close attention to and prioritize Intellectual Property (“IP”) protection. Effective protection of intellectual property is fundamental to the success of any franchise or licensing arrangement. This is because such business models are typically built upon the value and exclusivity of the underlying IP; whether trademarks, trade names, proprietary processes, or branding elements. Simply put, the strength and enforceability of a franchise or license agreement depend heavily on the robustness of the IP rights supporting it. Given that IP rights are territorial in nature, it is essential for clients to secure appropriate IP registrations in Nigeria as early as possible. Timely registration not only establishes legal rights but also provides a basis for enforcement against unauthorized use.

Furthermore, maintaining the integrity of the brand or system requires ongoing monitoring and vigilance. Clients should implement continuous monitoring mechanisms to detect and respond to potential IP infringements or counterfeit activities. Failure to do so can significantly erode brand value, diminish consumer trust, and ultimately jeopardize the viability and profitability of the franchise or licensing arrangement in the Nigerian market.

Secondly, ensure compliance with mandatory registrations and regulatory approvals. In addition to securing intellectual property rights, it is critical to comply with all mandatory regulatory requirements and registration obligations that may apply to the franchise or licensing arrangement. In Nigeria, one key regulatory consideration involves the registration of agreements that entail the transfer of technology with the NOTAP. Where an agreement involves foreign technical know-how, trademarks, or other forms of intellectual property licensed from a non-Nigerian entity, the law requires that such agreements be registered with NOTAP. Timely registration is not just a legal formality, it is a prerequisite for the remittance of payments (such as royalties or license fees) to foreign licensors through authorized financial channels.

Although unregistered agreements are not deemed to be illegal, null and void, the failure to register with NOTAP can, however, result in significant operational and financial setbacks. Specifically, payments to foreign entities under an unregistered agreement will not be approved by the Central Bank of Nigeria, potentially disrupting contractual obligations and overall business continuity. As such, early engagement with regulatory processes and authorities is essential to avoid delays and ensure the smooth implementation of the franchise or licensing arrangement. ²

Third, structure agreements with clear and enforceable dispute resolution mechanisms. Franchise and licensing agreements often involve long-term commercial relationships and cross-border elements, making it essential to anticipate and plan for potential disputes. To safeguard the interests of all parties and ensure business continuity, agreements should be structured with clear, practical, and enforceable dispute resolution mechanisms. We therefore recommend thatclients  adopt alternative dispute resolution mechanisms, such as  mediation or arbitration, which can provide a more efficient, confidential, and relationship-preserving means of resolving conflicts compared to traditional litigation. These mechanisms are particularly valuable in franchise and licensing contexts, where preserving goodwill and ongoing collaboration can be as important as resolving the dispute itself.

Particular care should be taken in selecting the governing law and jurisdiction, especially for cross cross-border transactions where the parties operate in different countries. Considerations of neutrality, mutual convenience, and ease of access are crucial to ensure that neither party is placed at a disadvantage and prevent situations where, due to, for example, the choice of forum or location or excessive cost, a party is unable to pursue remedies or effectively participate in the process, ultimately undermining the integrity and enforceability of the agreement. A well-drafted dispute resolution clause not only provides a roadmap for resolving issues but also reduces the likelihood of protracted conflict, allowing the parties to focus on their core business objectives.

3. What are the greatest threats and opportunities in Franchise & Licensing law in the next 12 months?

While Nigeria presents a sizable market and growing appetite for foreign brands and business models, franchising and licensing arrangements continue to face significant threats—most notably stemming from economic instability caused by foreign exchange (FX) risk, persistent inflation, and the devaluation of the Naira, all of which pose substantial barriers to the growth and sustainability of franchise and licensing operations in the country. In recent years, notable brands such as Unilever, ShopRite, GlaxoSmithKline, and Procter & Gamble have exited Nigeria due to the above reasons. Other threats would include poor infrastructure and unstable regulations and policies. For example, there have been several reviews of the tax laws in the country with a new tax legislation enacted to take effect from January 1, 2026. The new tax act introduces several significant provisions that would impact businesses.

Asides from these threats, there also exist several rewarding opportunities.

Digitalisation has been a key enabler. The rise of e-commerce, mobile payments, and digital marketing tools has lowered operational costs and expanded market reach for both franchisors and licensees. Online platforms now make it easier to manage brand consistency, monitor compliance, and deliver training across franchise networks. Additionally, digital tools are helping to streamline intellectual property management and licensing processes, ensuring better protection and enforcement of franchise-related rights.

Nigeria’s youthful and growing population (the largest in Africa) also continues to drive strong consumer demand, particularly in sectors such as fast food, retail, digital services, education, and healthcare. This demographic trend creates a fertile ground for the expansion of franchise systems, as younger consumers are more open to global brands and standardised services. At the same time, local entrepreneurs are increasingly adopting micro-franchising models— smaller-scale, low-cost franchise operations designed to reduce entry barriers for new business owners. This approach not only promotes entrepreneurship but also enables rapid business replication and scalability, particularly in underserved or informal markets.

Another significant opportunity also stems from the ongoing review and negotiation of the Annexes to the Intellectual Property (IP) Protocol under the African Continental Free Trade Agreement (AfCFTA). Once finalised and implemented, these Annexes are expected to harmonise IP protection standards across member states, offering a more stable and predictable legal environment for cross-border franchising and licensing activities. This development could enhance investor confidence and facilitate the expansion of both local and international franchises in Nigeria.

When combined, these developments point to a promising future for franchising and licensing law in Nigeria. With the right regulatory reforms, enforcement mechanisms, and capacity building initiatives, Nigeria is well-positioned to become a promising and profitable hub for franchising and licensing.

4. How do you ensure high client satisfaction levels are maintained by your practice?

At G Elias, client satisfaction comes from a fine blend of excellence and a strong understanding of their specific business needs. Our lawyers have deep expertise in a wide range of industries and legal practice areas, including but not limited to, intellectual property, competition, corporate, and tax law. We apply this competence with a clear view of the challenges franchise and licensing clients face in Nigeria. We take time to understand each client’s industry, goals, and risks, so that our advice is both practical and forward-looking.

We keep service levels high through clear communication, quick turnaround times, and regular feedback. Our teams collaborate seamlessly  across practice areas to deliver integrated and  complete solutions, giving clients a single point of support for all legal, regulatory, and transactional needs. We aim not just to resolve legal issues, but also to help our clients achieve long-term growth and succeed within Nigeria,  and beyond.

5. What technological advancements are reshaping your practice area and how can clients benefit from them?

G Elias leverages advanced technologies to deliver efficient services. We rely on cutting-edge legal research platforms, artificial intelligence tools, and secure, cloud-based data management systems that ensure easy access and safe recovery of client files. Our work is supported by secure networks, video-conferencing, and collaboration tools, which enable seamless interaction with clients and within our teams. These allow us to work better and faster, track regulatory changes, draft and generate documents with precision, and deliver quality services overall. The result for clients is timely solutions, greater clarity on objectives, and better results in business.

Footnote(s):

¹ It is noteworthy that the Franchising (Establishment) Bill 2022 designates the NOTAP as the regulatory authority to regulate and enforce the provisions of the Bill.

² See section 7 of the NOTAP Act; and the case of Stanbic IBTC Holding Plc v. FRCN (2020) 5 NWLR (Pt. 1716) 91.