{"id":123350,"date":"2026-01-12T09:37:16","date_gmt":"2026-01-12T09:37:16","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=123350"},"modified":"2026-01-12T09:37:16","modified_gmt":"2026-01-12T09:37:16","slug":"nigeria-investing-in","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/nigeria-investing-in\/","title":{"rendered":"Nigeria: Investing In"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-123350","comparative_guide","type-comparative_guide","status-publish","hentry","guides-investing-in","jurisdictions-nigeria"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Jackson, Etti &amp; Edu<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/08\/JEE-logo.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Jackson, Etti &amp; Edu<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/08\/JEE-logo.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Investing In laws and regulations applicable in Nigeria<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the current investment climate in the country and the average volume of foreign direct investments (by value in US dollars and by deal number) over the last three years.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Nigerian investment climate can be best described as burgeoning. Over the past three years, numerous policy changes across key sectors have impacted the economy and, by extension, the investment environment. Notable developments include a reduction in inflation and the stabilisation of foreign exchange following the 2023 crash. These positive developments have boosted investor confidence, resulting in increased foreign direct investment. One recent example of rising investor confidence is the $2.35 billion Eurobond issued by the Federal Government in November 2025, which was oversubscribed by $13 billion, recording an all-time high for the country.<br \/>\nAccording to the National Bureau of Statistics, Foreign Direct Investment in the country over the past three years is as follows:<\/p>\n<ul>\n<li>2022 : $468 million- a moderate level of inflow<\/li>\n<li>2023 : $377 million- a decline of $91 million (-19%) compared to 2022<\/li>\n<li>2024 : $674 million \u2013 a significant increase of $297 million (79%) from 2023<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical forms of Foreign Direct Investments (FDI) in the country: a) greenfield or brownfield projects to build new facilities by foreign companies, b) acquisition of businesses (in asset or stock transactions), c) acquisition of minority interests in existing companies, d) joint ventures, e) other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Foreign Direct Investment (FDI) in Nigeria takes several forms, the most common being the establishment of wholly foreign-owned companies in which the foreign investor holds 100% equity, subject to sector-specific restrictions. Other forms include partnerships, mergers and acquisitions, or the use of special purpose vehicles for specific projects, enabling foreign investors to contribute capital, technology, or expertise.<\/p>\n<p>FDI can also involve acquiring stakes in indigenous companies, enabling strategic participation. Joint ventures between foreign and local companies are another prevalent model, allowing shared ownership, risk allocation and profit distribution, particularly in sectors with local content requirements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to own 100% of a domestic company or business? If not, what is the maximum percentage that a foreign investor can own?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The investment climate in Nigeria is designed to facilitate ease of participation and actively encourage foreign investment, including allowing full foreign ownership where applicable. Generally the Nigerian Investment landscape permits 100% foreign ownership, except for some sectors and items listed under the negative list, which include production of arms and ammunition, narcotics, and military wears, which are restricted for both domestic and foreign entities.<\/p>\n<p>While Nigeria generally encourages foreign investment and permits 100% foreign ownership in most sectors, certain industries impose restrictions to promote local content participation. The sectors with local content requirements include Oil &amp; Gas, Broadcasting, Gaming (in Lagos State), and Engineering sectors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to invest and hold the same class of stock or other equity securities as domestic shareholders? Is it true for both public and private companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There are currently no regulatory restrictions on foreign ownership of shares in Nigeria. Foreign investors are permitted to hold the same classes of shares or equity securities as domestic shareholders in both public and private companies, enjoying equal rights and privileges regarding ownership, voting, and participation in the company\u2019s equity.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic businesses organized and managed through domestic companies or primarily offshore companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Nigeria, domestic businesses are primarily organised and managed through locally registered companies under the Companies and Allied Matters Act 2020 (CAMA), which is required for legal operation, access to banking, licensing, participation in the regulated sector, capital repatriation, etc. The law prohibits foreign companies from carrying on business without registration, except where an exemption has been granted. Foreign companies qualify for exemption if they meet one of these criteria:<\/p>\n<ul>\n<li>Invited by or with Federal Government approval to execute a specified individual project (excluding those in category d).<\/li>\n<li>In Nigeria to execute specific loan projects on behalf of a donor country or international organization.<\/li>\n<li>Government-owned entities engaged solely in export promotion activities.<\/li>\n<li>Engineering consultants or technical experts on specialist projects approved by the Federal Government<\/li>\n<\/ul>\n<p>Although local incorporation is required, offshore companies may operate as part of a Multi-National Entity (MNE) whose core management and control are based outside Nigeria.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the forms of domestic companies? Briefly describe the differences.   Which form is preferred by domestic shareholders? Which form is preferred by foreign investors\/shareholders? What are the reasons for foreign shareholders preferring one form over the other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>CAMA outlines the principal business structures available in Nigeria, each serving different commercial and non-commercial purposes.<\/p>\n<p><strong>Private Company Limited by Shares:<\/strong> The most common business form, offering limited liability, separate legal personality, and flexible operations. Minimum share capital is \u20a6100,000 (\u20a6100 million for companies with foreign participation). Membership ranges from one to fifty (50) persons.<\/p>\n<p><strong>Public Company Limited by Shares:<\/strong> Designed for large enterprises and capital-market activities. It provides limited liability and requires a minimum share capital of \u20a62 million, subject to higher thresholds for foreign-owned (\u20a6100 million) or regulated entities.<\/p>\n<p><strong>Company Limited by Guarantee:<\/strong> Used for non-profit objectives such as education, charity, culture, or research. Members guarantee a specified amount in the event of winding up, and income must be applied solely to the organisation\u2019s objectives.<\/p>\n<p><strong>Unlimited Company:<\/strong> Members bear unlimited liability for debts on winding up. This structure may be private or public and is typically used where enhanced financial assurance or confidentiality is required.<\/p>\n<p><strong>Incorporated Trustees:<\/strong> Non-profit entities formed for religious, cultural, educational, or similar purposes. They are prohibited from distributing profits, and their governance is vested in appointed trustees.<\/p>\n<p><strong>Limited Liability Partnership (LLP):<\/strong> It combines partnership flexibility with limited corporate liability and requires at least two partners, including two designated partners; one of whom must be resident in Nigeria and responsible for ensuring statutory compliance.<\/p>\n<p><strong>Limited Partnership (LP):<\/strong> Consists of at most 20 partners, including at least one general partner with unlimited liability and one limited partner whose liability is restricted to the amount of their contribution.<\/p>\n<p><strong>Business Name:<\/strong> A simple structure used by small businesses and sole proprietors. It is not a separate legal entity; thus, the owner bears full personal liability.<\/p>\n<h4>Which form is preferred by domestic shareholders?<\/h4>\n<p>A private company limited by shares is generally the preferred form for domestic shareholders. It offers limited liability, operational flexibility, and greater ownership control.<\/p>\n<p><strong>Which form is preferred by foreign investors\/shareholders? What are the reasons for foreign shareholders preferring one form over the other?<\/strong><\/p>\n<p>Most foreign investors choose a private company limited by shares, given its flexibility, ease of incorporation, ownership control and limited liability, although the choice ultimately depends on their objectives.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements for forming a company? Which governmental entities have to give approvals? What is the process for forming\/incorporating a domestic company? What is a required capitalization for forming\/incorporating a company? How long does it take to form a domestic company? How many shareholders is the company required to have? Is the list of shareholders publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>\u2022 Company Name Reservation: The proposed company name must be reserved and approved by the Corporate Affairs Commission (CAC).<\/p>\n<p>Minimum Shareholders and Directors:<\/p>\n<ul>\n<li>Small Private Company: At least 1 shareholder and 1 director<\/li>\n<li>Private Company: At least 1 shareholder and 2 directors<\/li>\n<li>Public Company: At least 2 shareholders and 2 directors<\/li>\n<li>Foreign Entity: At least 1 shareholder (private) or 2 shareholders (public) and 2 directors<\/li>\n<\/ul>\n<p><strong>\u2022 Registered Office:<\/strong> A physical address in Nigeria must be provided as the company\u2019s official registered office.<\/p>\n<p><strong>\u2022 Memorandum and Articles of Association:<\/strong> These documents must outline the company\u2019s objectives, share structure, and internal governance rules.<\/p>\n<p><strong>\u2022 Share Capital:<\/strong> Payment of the minimum share capital as required by law or industry regulations.<\/p>\n<ul>\n<li>Private Company: \u20a6100,000 (\u20a6100 million for foreign participation)<\/li>\n<li>Public Company: \u20a62 million (or higher for foreign\/regulated entities)<\/li>\n<\/ul>\n<p><strong>Filing with CAC:<\/strong> Submission of the required incorporation forms, documents, and fees to CAC, including (a) Email addresses and phone numbers of the proposed companies, (b)Valid means of identification for shareholders and officers of the company (d) Certificate of incorporation for corporate shareholders and (e) Signature specimen of directors and shareholders of the company.<\/p>\n<p><strong>Other Regulatory Approvals:<\/strong> Depending on the business sector, additional licenses or regulatory approvals may be required (e.g., Financial Services, Gaming, oil &amp; gas, telecommunications).<\/p>\n<p><strong>Disclosure of Beneficial Owners:<\/strong> CAMA 2020 requires disclosure of persons with significant control (PSCs) in the company<\/p>\n<h4><strong>Which governmental entities have to give approvals?<\/strong><\/h4>\n<p>A foreign entity seeking to operate in Nigeria is required to register with CAC, obtain a business registration certificate from the Nigerian Investment Promotion Commission (NIPC) and a business permit from the Federal Ministry of Interior. Additionally, companies must obtain sector-specific approvals from relevant authorities, depending on the industry in which they intend to operate.<\/p>\n<h4>What is the process for forming\/incorporating a domestic company?<\/h4>\n<p>The process of incorporating a company in Nigeria begins with the reservation of the proposed company name, which must be utilized within 60 days. The next step involves preparing the company\u2019s governing documents and compiling the required information, including the Memorandum and Articles of Association, details of directors, shareholders, and company secretary, as well as means of identification and specimen signatures. The incorporation application is then completed and submitted online via the CAC portal, and the applicable statutory fees are paid. Upon approval, the company is formally established with the issuance of a Certificate of Incorporation.<\/p>\n<h4>What is the required capitalisation for forming\/incorporating a company?<\/h4>\n<p>The minimum share capital depends on the company type and sector. Private companies require \u20a6100,000, public companies \u20a62,000,000, while fully foreign-owned or companies with foreign-participation must have \u20a6100,000,000, in line with the Federal Ministry of Interior\u2019s directive. There are also sector-specific share capital requirements.<\/p>\n<h4>How long does it take to form a domestic company?<\/h4>\n<p>The incorporation of a company in Nigeria typically takes 5 working days.<\/p>\n<h4>How many shareholders is the company required to have?<\/h4>\n<p>A private company may have a single shareholder, whereas a public company must have at least two shareholders.<\/p>\n<h4>Is the list of shareholders publicly available?<\/h4>\n<p>In Nigeria, a company\u2019s shareholders and their shareholdings are part of the public records maintained by CAC and can be accessed via the CAC portal. However, personal identification documents are not publicly disclosed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and necessary governmental approvals for a foreign investor acquiring shares in a private company? What about for an acquisition of assets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Not all share acquisitions require regulatory approvals. The Federal Competition and Consumer Protection Commission (\u201cFCCPC\u201d) regulates mergers and acquisitions in Nigeria. Acquisitions by a foreign investor require approval from the FCCPC where the foreign investor acquires control of a Nigerian company and the acquisition satisfies the turnover thresholds prescribed by the FCCPC. An acquisition will meet the turnover thresholds if, in the financial year preceding the merger\/acquisition, (i) the combined annual turnover of the acquiring entity and the target entity in, into or from Nigeria equals or exceeds NGN 1billion or (ii) the annual turnover of the target entity in, into or from Nigeria equals or exceeds NGN 500 million. Such acquisition will meet the control test where any of the indices of control under the Federal Competition and Consumer Protection Act (FCCPA) is present; including where \u2013 (a) the investor acquires more than 50% of the share capital or the assets of the target, (b) the investor can control the voting of a majority of votes at the target undertaking\u2019s general meeting (directly or through a controlled entity), (c) the acquirer can appoint or veto the appointment of most of the company\u2019s directors, (d) where the investor or acquiring entity is a holding company and the target undertaking is its subsidiary, (e) the entity can materially influence the target\u2019s policies in a manner, that in ordinary commercial practice would amount to control. Additionally, where the target operates in a regulated sector, for example, banking, telecommunications, insurance, oil and gas, etc. the approval of the sector regulator may be required (such as the Central Bank of Nigeria (CBN), Nigerian Communications Commission (NCC), National Insurance Commission (NAICOM), or Nigerian Upstream Petroleum Regulatory Commission (NUPRC), subject to prescribed thresholds.<\/p>\n<p>Also, a company which receives such foreign investment or has foreign participation is required under the Nigerian Investment Promotion Commission Act to register with the NIPC. Where the investor imports foreign capital, the funds must be channelled through an authorised dealer (Nigerian bank licensed by the CBN) and converted into the naira to obtain a Certificate of Capital Importation (CCI). A CCI guarantees unconditional repatriation of funds, through an authorised dealer in freely convertible currency, of dividends, profits or sale proceeds. Finally, all tax and stamp duty obligations must be settled, and relevant post-completion filings at CAC should be made to ensure compliance with Nigerian investment and corporate laws.<\/p>\n<h4><strong>What about for an acquisition of assets?<\/strong><\/h4>\n<p>With respect to merger control by the FCCPC, the requirements highlighted above apply where the transaction involves the acquisition of assets. The approval of a sector regulator will be required for an acquisition of a licence (in cases where the licence is transferable) or the business or operations (or part of such business or operations) of a regulated entity; such approval is not typically required for an acquisition of assets simpliciter. Further, where such assets constitute an investment into another Nigerian company, such company will be required to register with the NIPC by reason of its foreign participation. Where the assets include land or real property, the consent of the Governor of the state where the asset is located is required for registration of the foreign investor\u2019s title.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does a foreign investor need approval to acquire shares in a public company on a domestic stock market? What about acquiring shares of a public company in a direct (private) transaction from another shareholder?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No regulatory approval is required for a regular purchase of shares on a domestic stock exchange. However, a foreign investor would require the FCCPC\u2019s approval where such acquisitions met the control and turnover thresholds. Where the public company operates in a regulated sector, the prior approval of or notification to the sector-regulator may be required where prescribed thresholds are met. Also, the prior approval of the Nigerian Exchange (NGX) to execute a block divestment or large-volume trade may be required. Where the foreign investor acquires a substantial shareholding (being 5% or more), a notification to the Securities and Exchange Commission (SEC) by the target company will be required and the SEC\u2019s approval will be required where the acquisition will trigger a mandatory takeover (i.e where a person acquires shares whether in a series of transactions or not, which carry 30% or more of the voting rights).<\/p>\n<h4><strong>What about acquiring shares of a public company in a direct (private) transaction from another shareholder?<\/strong><\/h4>\n<p>Where the acquisition is by way of a private placement, the SEC\u2019s approval will be required. The FCCPC\u2019s approval would be required where the control and turnover thresholds are met. Where the public company operates in a regulated sector, an approval or notification to the regulator may be required. Also, the NIPC registration would be required, and CCI should be obtained where the foreign currency for the purchase would be inflowed into Nigeria.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a requirement for a mandatory tender offer if an investor acquired a certain percentage of shares of a public company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Under the SEC Rules made pursuant to the Investments and Securities Act (ISA), a mandatory tender offer (MTO) or a takeover bid is required when an investor acquires 30% or more of the voting rights of a public company or where the investor receives shares which taken together with the shares already held or acquired by them will carry 30% or more of the voting rights of a public company, whether in a single transaction or cumulatively.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the approval process for building a new facility in the country (in a greenfield or brownfield project)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Building a new facility in Nigeria requires sequential approvals from multiple agencies, ranging from land acquisition and approval by the Governor of the state, securing a Certificate of Occupancy (C of O) from state government and obtaining building plan approval from local urban planning authorities (e.g., Lagos State Physical Planning Permit Authority), including architectural drawings, soil tests, and inspection. Environmental Impact Assessment (EIA) approval is required via the Federal Ministry of Environment or the National Environmental Standards and Regulations Enforcement Agency (NESREA).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Can an investor do a transaction in the country in any currency or only in domestic currency? a) Is there an approval requirement (e.g. through Central Bank or another governmental agency) to use foreign currency in the country to pay: i. in an acquisition, or, ii. to pay to contractors, or, iii. to pay salaries of employees? b) Is there a limit on the amount of foreign currency in any transaction or series of related transactions? i. Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country? ii. Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country? iii. Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, foreign investors are permitted to make their investment in foreign currency by bringing their investment into the country through authorised dealer banks, which then issue a Certificate of Capital Importation (CCI) upon conversion of the foreign currency into Naira. This enables the investor to access foreign exchange through an authorised dealer to repatriate profits, dividends and other proceeds of the investment, including divesting their investment in Nigeria.<\/p>\n<h4>Is there an approval requirement (e.g. through the Central Bank or another governmental agency) to use foreign currency in the country to pay:<\/h4>\n<p><strong>in an acquisition, or<\/strong><\/p>\n<p>There is no approval requirement to use foreign currency for an acquisition in Nigeria. However, such foreign capital must be routed through an authorized dealer licensed by the CBN and converted into Naira, and a CCI obtained in respect of the transaction.<\/p>\n<p><strong>to pay to contractors, or<\/strong><\/p>\n<p>There is no approval requirement to use foreign currency to pay contractors, provided such funds are brought in through an authorised dealer and the contractors have agreed to be paid in foreign currency. However, the Naira is the legal tender in Nigeria, and it is illegal to refuse to accept payment in Naira for goods or services supplied between counterparties in Nigeria.<\/p>\n<p><strong>to pay salaries of employees?<\/strong><\/p>\n<p>Same as above on contractors.<\/p>\n<h4>Is there a limit on the amount of foreign currency in any transaction or series of related transactions?<\/h4>\n<p><strong>Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country?<\/strong><\/p>\n<p>There is no statutory limit on how much foreign currency a foreign investor can transfer into the country. There is also no approval required beyond obtaining a CCI in respect of the investment and standard KYC and AML\/CFT checks.<\/p>\n<h4>Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country?<\/h4>\n<p>No, there is no general statutory limit on the amount of domestic currency (Naira) a foreign investor can purchase in Nigeria. However, the receiving Bank or issuing house is required to carry out standard KYC and AML\/CFT checks.<\/p>\n<h4>Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/h4>\n<p>No, the importation of Naira is expressly prohibited by law unless permitted by guidelines issued by the CBN.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there approval requirements for a foreign investor for transferring domestic currency or foreign currency out of the country? Whose approval is required? How long does it take to get the approval? Are there limitations on the amount of foreign or domestic currency that can be transferred out of the country? Is the approval required for each transfer or can it be granted for all future transfers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Foreign investors who have duly imported capital into Nigeria through an authorised dealer bank and obtained a CCI do not require any prior approval from the Central Bank of Nigeria or any other regulator to repatriate profits, dividends, interest, or capital (upon exit). The CCI provides the statutory guarantee of free transferability under Nigerian law.<\/p>\n<p>There is, however, a reporting obligation triggered for certain outbound transfers. The authorised dealer bank must report transfers exceeding USD 10,000 to the Nigerian Financial Intelligence Unit (NFIU) for AML\/CFT purposes. This is a post-transaction reporting requirement and does not amount to pre-approval or clearance. Banks will also conduct the usual KYC and AML checks and may require the investor to complete standard FX documentation.<\/p>\n<h4><strong>Whose approval is required?<\/strong><\/h4>\n<p>No approval is required. However, the authorised dealer bank must conduct routine KYC\/AML checks and verify the CCI. The bank may request completion of FX transfer documentation and is responsible for any mandatory reporting to the NFIU and CBN. Reporting is post-transaction and does not delay transfers.<\/p>\n<h4><strong>How long does it take to get the approval?<\/strong><\/h4>\n<p>No approval is required. Processing time depends solely on the authorised dealer bank\u2019s internal procedures and FX availability.<\/p>\n<h4><strong>Are there limitations on the amount of foreign or domestic currency that can be transferred out of the country?<\/strong><\/h4>\n<p>There are no statutory limits for foreign investors repatriating legitimate funds supported by a CCI. Banks may require additional documentation for large transfers and must fulfil AML\/CFT reporting obligations.<\/p>\n<h4><strong>Is the approval required for each transfer, or can it be granted for all future transfers?<\/strong><\/h4>\n<p>No approval is required at all. Each transfer is processed as a standard FX transaction through an authorised dealer bank.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on foreign currency conversion?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, there is no specific tax or duty on foreign currency conversion. However, profits made from a currency speculation or conversion activity may be subject to tax in the same way as other trade\/business profits.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on bringing foreign or domestic currency into the country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no tax or duty required to bring foreign or domestic currency into Nigeria. However, it is worthy of note that where the amount exceeds $10,000 (or its Naira equivalent), it must be declared to the Nigeria Customs Service2 and the Central Bank of Nigeria.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a difference in tax treatment between acquisition of assets or shares (e.g. a stamp duty)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>An acquisition of shares in a Nigerian-incorporated company will typically not attract ad-valorem stamp duty, as instruments for the transfer of shares are exempt. In practice, only a nominal stamping cost (usually about \u20a6500) arises for the transfer instrument sought to be stamped. By contrast, the acquisition of assets other than shares will generally attract stamp duty and state-level transfer charges, and acquisitions of Nigerian real estate are commonly subject to stamp duties.<\/p>\n<p>Under the extant Nigerian tax laws, Capital Gains Tax (CGT) at 10% of the gain is payable on the disposal of both shares and assets. This is, however, subject to exemptions, where proceeds of such shares are below \u20a6100 million in any 12-month period or reinvested in shares within the same year.<\/p>\n<p>Effective 1st January 2026, with the commencement of the Tax Reform Acts, the CGT framework for share disposals changes significantly. All gains and profits from all forms of property, including shares, digital assets and other incorporeal property, are treated as income, and are taxable at income tax rates. Regarding share disposals, the monetary thresholds are revised such that gains will not be chargeable where the aggregate disposal proceeds in any twelve-month period are less than \u20a6150 million, and the chargeable gain does not exceed \u20a610 million. The exemptions for regulated securities-lending transactions and for disposals where the proceeds are reinvested within the same year of assessment in the acquisition of shares in a Nigerian company continue to apply, with CGT accruing only on the proportion of the proceeds that is not reinvested.<\/p>\n<p>Nigerian VAT is not ordinarily payable on the acquisition of shares, but it may arise on the acquisition of other classes of assets, subject to the exemptions applicable to the nature of the underlying assets.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">When is a stamp duty required to be paid?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Section 23(1) of the Stamp Duty Act, 2004 requires that duties must be paid within 40 days after execution or within 30 days after they have been received in Nigeria (if executed outside Nigeria).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are shares in private domestic companies easily transferable? Can the shares be held outside of the home jurisdiction? What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder? Are changes in shareholding publicly reported or publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, they are. Share transfers in a private company are governed by the Articles of Association of the company. However, it is not uncommon for the transferability of such shares to be limited by the Articles of Association of the company or an agreement among shareholders.<\/p>\n<h4>Can the shares be held outside of the home jurisdiction?<\/h4>\n<p>Yes, they can. Foreign Investors need not reside in Nigeria to hold shares in Nigeria.<\/p>\n<h4>What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder?<\/h4>\n<p>There are no approval requirements for a share transfer in a private company from a foreign investor to another foreign investor in Nigeria, save for those highlighted in Question 8, subject to such transfer meeting the prescribed thresholds. Accordingly, where the share transfer results in a change of control in the Target entity and meets the relevant thresholds, the approval of the FCCPC and any sector-specific regulator may be required.<\/p>\n<h4>Are changes in shareholding publicly reported or publicly available?<\/h4>\n<p>A company is required to file with the Corporate Affairs Commission (\u201cCAC\u201d) a notice of transfer of shares, within fifteen (15) days of the transfer. The CAC has a repository of records of companies, which is accessible to members of the public. However, information on changes in the shareholding of a private company can be accessed on the CAC portal by an authorised agent for a fee. Also, every company will indicate the persons with significant control of the company upon incorporation and file a notice with the CAC within one month of notice of a change in significant control.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a mandatory FDI filing? With which agency is it required to be made? How long does it take to obtain an FDI approval? Under what circumstances is the mandatory FDI filing required to be made? If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked? If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction), could such a transaction trigger a mandatory FDI filing in your jurisdiction? Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Nigeria does not operate a single, unified \u201cFDI approval\u201d system. However, any enterprise in which foreign ownership is permitted must be registered with the Nigerian Investment Promotion Commission (NIPC) before commencing business. This registration serves as the central compliance step for foreign direct investment and is required in addition to incorporation with the Corporate Affairs Commission (CAC).<\/p>\n<h4><strong>With which agency is it required to be made?<\/strong><\/h4>\n<p>The mandatory filing is made with the Nigerian Investment Promotion Commission (NIPC).<\/p>\n<p>Enterprises with foreign participation must register with the Nigerian Investment Promotion Commission (NIPC) and obtain a Business Registration Certificate before starting operations. This registration is in addition to incorporating with the CAC and obtaining any necessary sector-specific licenses.<\/p>\n<h4><strong>How long does it take to obtain an FDI approval?<\/strong><\/h4>\n<p>Where the documentation is complete, the NIPC generally finalises registration within three to seven working days. Processing timelines tend to be predictable when filings are accurate, and all supporting documents are provided.<\/p>\n<h4><strong>Under what circumstances is the mandatory FDI filing required to be made?<\/strong><\/h4>\n<p>The NIPC registration requirement arises whenever foreign participation is introduced into a Nigerian business. This includes:<\/p>\n<ul>\n<li>Incorporating a new Nigerian company with foreign shareholders;<\/li>\n<li>A foreign investor acquiring shares or effective control in an existing Nigerian company;<\/li>\n<li>Establishing a Nigerian subsidiary or joint venture with foreign equity.<\/li>\n<\/ul>\n<p>Registration also ensures access to statutory investment guarantees and prevents exposure to regulatory or tax issues that may arise when a foreign investor operates without being formally recognised.<\/p>\n<h4><strong>If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked?<\/strong><\/h4>\n<p>Mandatory registration or approval is required, and the governmental authority can block transactions that fall within the negative list. Nigeria maintains a &#8220;Negative List&#8221; under Section 17 of the NIPC Act, which prohibits both foreign and Nigerian investors from engaging in specific sectors to protect national security and public interest.<\/p>\n<p>The core items on the Negative List include:<\/p>\n<ul>\n<li>Production of arms, ammunition, and related military equipment.<\/li>\n<li>Production of and dealing in narcotic drugs and psychotropic substances.<\/li>\n<li>Production of military and paramilitary wears, accoutrements, including those for Police, Customs, Immigration, and Prison Services.<\/li>\n<li>Any additional items designated by the Federal Executive Council from time to time<\/li>\n<\/ul>\n<h4><strong>If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction, could such a transaction trigger a mandatory FDI filing in your jurisdiction?<\/strong><\/h4>\n<p>No, a purely offshore transaction, such as the acquisition of shares in a foreign-incorporated parent company by another foreign entity does not trigger a mandatory FDI filing or registration with the NIPC under the NIPC Act, as FDI regulations focus on direct foreign participation in Nigerian enterprises through incorporation or registration of local subsidiaries.<\/p>\n<h4><strong>Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/strong><\/h4>\n<p>Yes, Indirect transfer may be prohibited by governmental authority for foreign-to-foreign deals with a &#8220;Nigerian subsidiary to one of the foreign entities&#8221; (e.g., subsidiaries generating turnover in Nigeria). The FCCPC Act requires notification to the Federal Competition and Consumer Protection Commission (FCCPC) if turnover thresholds are met (combined turnover of at least NGN 1 billion attributable to Nigeria, or target turnover of NGN 500 million). FCCPC may reject the indirect transfer where such indirect transfer will lessen competition. In the communications sector, the Nigerian Communications Commission (NCC) for telecoms and the Central Bank of Nigeria (CBN) for banks and financial institutions may require prior approval for indirect control changes affecting local operations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are typical exit transactions for foreign companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Foreign companies typically exit Nigeria through several routes, depending on strategy, sector, and regulatory requirements:<\/p>\n<p>a. Mergers &amp; Acquisitions \u2013 This is the common means of exit for foreign companies in Nigeria. The foreign company may sell its stake in the Nigerian Company to a foreign buyer or a Nigerian buyer. The sale may be to an existing shareholder(s) or a third party.<\/p>\n<p>b. Initial Public Offers: The company may list its shares on a stock exchange. Existing shareholders, including a foreign company, can sell their shares during the IPO.<\/p>\n<p>c. Share Buy-Back: The Company may purchase the shares from the foreign shareholders subject to the rules governing such share buybacks under CAMA.<\/p>\n<p>d. Management Buyout\/Buy In \u2013 Local management or partners may acquire the Nigerian operations, allowing the foreign parent to exit while maintaining continuity of business or an external management might purchase the shares of the existing shareholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do private companies prefer to pursue an IPO? i. on a domestic stock market, or ii. on a foreign stock market? iii. If foreign, which one?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>On a domestic stock market, Nigeria has recorded some significant listings by private companies on its domestic exchange in recent years. Examples of recent listings include Aradel Holdings Plc, Transcorp Power Plc and Legend Internet Plc. However, private companies in Nigeria have been cautious about pursuing an IPO and do not always prefer it as their initial growth strategy, possibly due to the depth of the market, which has significantly improved in recent times and significant compliance requirements and costs. Going public involves significant regulatory compliance, disclosure obligations, governance requirements, and listing costs, which can be burdensome for smaller or mid-sized companies. Typically, only larger companies with strong revenue, growth prospects, and the ability to meet SEC and NGX requirements actively pursue an IPO, either domestically or, in certain cases, on a foreign stock exchange.<\/p>\n<h4><strong>or on a foreign stock market?<\/strong><\/h4>\n<p>It is typical for Nigerian private companies to pursue an Initial Public Offering (IPO) on the domestic stock market, the Nigerian Exchange (NGX), rather than on a foreign stock market. Very large companies with global ambitions or those in sectors with strong foreign investor interest may consider dual listing or listing abroad, but this is the exception rather than the norm. The attraction to listing on a foreign stock market is to raise foreign capital. In recent years, foreign investors have preferred listings on foreign stock exchanges to provide simpler exits.<\/p>\n<h4><strong>If foreign, which one?<\/strong><\/h4>\n<p>The most popular is the London Stock Exchange (LSE), including its Alternative Investment Market (AIM) for smaller or growth-oriented companies. There have also been listings on the New York Stock Exchange and NASDAQ, and Johannesburg Stock Exchange.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do M&amp;A\/Investment\/JV agreements typically provide for dispute resolution in domestic courts or through international arbitration?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The choice of dispute-resolution mechanism in M&amp;A, investment and joint-venture agreements depends on the parties, jurisdictions and complexity of the transaction. In practice, however, most medium to large-scale cross-border transactions adopt international arbitration as the preferred mechanism, usually with the seat in jurisdictions such as London, Singapore or Paris. Institutions such as the London Court of International Arbitration (LCIA), the International Chamber of Commerce (ICC) and the Singapore International Arbitration Centre (SIAC) are commonly selected for their neutrality, confidentiality, procedural efficiency and access to specialist arbitrators.<\/p>\n<p>Nigerian law fully supports this approach. The Arbitration and Mediation Act 2023 recognise arbitration agreements (Section 4), requires courts to stay proceedings in favour of arbitration (Section 5), and provides for interim measures and emergency arbitrators (Sections 16\u201320). Foreign arbitral awards are enforceable under Section 57, consistent with Nigeria\u2019s obligations under the New York Convention and the ICSID Convention.<\/p>\n<p>Nonetheless, delays, adjournments, prolonged appeals and neutrality concerns, often discourage foreign investors from choosing Nigerian courts or Nigeria-seated arbitration. As a result, international arbitration remains the preferred mechanism for major cross-border transactions involving Nigeria.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How long does a typical contract dispute case take in domestic courts for a final resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The timeline for resolving contract disputes in Nigerian courts is influenced by the conduct of the parties, their counsel, and the Court, as human factors often determine the pace of proceedings. Generally, timelines vary depending on the complexity of the issues, the number of witnesses, interlocutory applications and the workload of the court. In practical terms, however, commercial cases typically span several years before reaching final resolution.<\/p>\n<p>In most jurisdictions, a straightforward contract dispute at the State High Court can take two to four years before judgment is delivered at trial. This reflects heavy court dockets, limited judicial resources and frequent adjournments arising from interlocutory objections, absence of parties or administrative challenges. Additionally, interlocutory appeals, often described judicially as a \u201cthief of time\u201d, are a major source of delay and can significantly prolong proceedings.<\/p>\n<p>In summary, while Nigerian courts are competent and independent, the litigation process remains lengthy and unpredictable. This is why parties to cross-border commercial transactions frequently prefer arbitration or other alternative dispute-resolution mechanisms, which offer greater speed and procedural certainty.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic courts reliable in enforcing foreign investors rights under agreements and under the law?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Generally, yes. Nigerian domestic courts are regarded as reliable and competent in enforcing the contractual and statutory rights of foreign investors. The judiciary is constitutionally independent, and courts routinely uphold commercial agreements, choice-of-law clauses and arbitration provisions, provided they do not offend public policy.<\/p>\n<p>Foreign investors\u2019 rights are grounded in several layers of Nigerian law. The 1999 Constitution guarantees fair hearing and access to justice, while statutes such as the CAMA support the enforcement of commercial obligations across sectors, including energy, finance, telecommunications and intellectual property.<\/p>\n<p>Nigeria\u2019s commitment to international best practice is also reflected in its arbitration framework. Under the Arbitration and Mediation Act 2023, courts must stay proceedings in favour of arbitration (Section 5) and recognise and enforce arbitral awards, including foreign awards, in line with the New York Convention and the ICSID Convention.<br \/>\nIn practice, Nigerian courts have consistently enforced valid contracts, protected investor rights, and curtailed unlawful interference by private parties or government agencies. Judicial review before the Federal High Court provides a further safeguard against administrative overreach.<\/p>\n<p>While systemic delays and interlocutory applications may affect the speed of enforcement, the substance of judicial protection remains strong. Thus, Nigerian courts are generally reliable in upholding foreign investors\u2019 rights, even though many investors prefer arbitration for its speed and procedural flexibility.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there instances of abuse of foreign investors? How are cases of investor abuse handled?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Nigeria generally maintains an investment climate that is open to foreign participation, and documented cases of deliberate abuse of foreign investors are not common. However, as with many emerging markets, risks can arise in isolated situations, typically in the form of regulatory overreach, inconsistent administrative practices, breach of obligations by public authorities, or unexpected policy changes that affect ongoing commercial activities.<br \/>\nNigeria\u2019s legal framework provides several avenues for redress. Foreign investors may challenge unlawful administrative action, breach of contract or violations of constitutional rights before the Federal High Court or State High Courts.<\/p>\n<p>Where contracts contain arbitration clauses, investors may pursue domestic or international arbitration. The Arbitration and Mediation Act 2023 reinforce this by empowering tribunals and courts to grant interim measures and recognising foreign arbitral awards under Section 57, consistent with the New York Convention and the ICSID Convention.<\/p>\n<p>Foreign investors also benefit from Nigeria\u2019s extensive network of Bilateral Investment Treaties (BITs), which guarantee fair and equitable treatment, protection against expropriation, non-discrimination and free repatriation of capital. Treaty breaches may be pursued through investor\u2013state arbitration under ICSID or UNCITRAL rules.<\/p>\n<p>Administrative remedies are available through regulators such as the NIPC, the Federal Competition and Consumer Protection Commission, sector regulators and the Central Bank of Nigeria. Diplomatic intervention is also occasionally employed.<\/p>\n<p>Overall, while rare, potential abuses are addressable through robust judicial, arbitral and administrative mechanisms.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are international arbitral awards recognized and enforced in your country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. International arbitral awards are recognised and enforceable in Nigeria, and the country maintains a clear pro-enforcement stance in line with international best practice. Nigeria is a contracting state to both the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention, 1958) and the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID Convention), which together ensure that valid foreign arbitral awards are recognised and enforceable in Nigeria.<\/p>\n<p>Domestically, the Arbitration and Mediation Act 2023 set out the framework for enforcement. Section 57 provides that foreign arbitral awards shall be recognised and enforced by Nigerian courts unless they fall within narrow statutory exceptions, such as invalidity of the arbitration agreement, breach of natural justice, incapacity, or public policy concerns. Nigerian courts generally refrain from reviewing the merits of the dispute and limit themselves to these statutory grounds.<\/p>\n<p>In practice, Nigerian courts have consistently enforced foreign arbitral awards and demonstrated respect for party autonomy and the finality of arbitral decisions. This judicial attitude, combined with Nigeria\u2019s treaty commitments, gives foreign investors confidence that arbitral awards obtained abroad can be effectively enforced against assets located in Nigeria.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there foreign investment protection treaties in place between your country and major other countries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Nigeria has entered a wide range of foreign investment protection treaties with major economies and trading partners. These include numerous Bilateral Investment Treaties (BITs), several of which are in force, while others are signed and awaiting ratification. These treaties typically guarantee foreign investors protections such as fair and equitable treatment, protection against expropriation without compensation, non-discrimination, and the freedom to repatriate capital and profits. They also commonly provide access to international arbitration, including investor\u2013state dispute settlement under ICSID or UNCITRAL rules.<\/p>\n<p>Nigeria is also a party to several multilateral instruments that reinforce investment protection. These include the ICSID Convention, the Multilateral Investment Guarantee Agency (MIGA) Convention, the Trade-Related Aspects of Intellectual Property Rights (TRIPS) Agreement, and the Trade-Related Investment Measures (TRIMS) Agreement. Nigeria has additionally executed Trade and Investment Framework Agreements (TIFAs) with major jurisdictions, supporting economic cooperation and investment flows.<\/p>\n<p>Collectively, these treaties create a comprehensive framework for foreign investment protection and provide investors with multiple avenues for securing remedies where their rights are breached. They also reinforce Nigeria\u2019s position as an investment-supportive jurisdiction within the global commercial landscape.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">7196<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/123350","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=123350"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}