NIGERIA Law and Practice Contributed by: Chinyerugo Ugoji, Tiwalola Osazuwa, Onyinyechi Chima and Edidiong Antai, ǼLEX
of employment for staff, other than senior manage - ment staff. Transfer of Employees In an asset sale, employee consent is required for transferring employment from one employer to anoth - er. Where an employee qualifies as a “worker” under the Labour Act, the contract pursuant to which the employee is to be transferred to another employer must be endorsed by an authorised labour officer serving in the Federal Ministry of Labour. In a share sale, there is no requirement to transfer employees, as only the ownership of the target com - pany changes. There is also no requirement to obtain the consent of the employees to the share sale. However, for merger control purposes, the FCCPC mandates parties to provide a copy of the merger notice to any registered trade unions, or employees or their representative(s) if no registered trade union exists. 2.6 National Security Review There is no national security review of acquisitions in Nigeria. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Significant developments related to M&A in Nigeria in the past three years include the following. Introduction of New Tax Laws On 26 June 2025, the President signed four compre - hensive tax reform statutes which became effective from 1 January 2026: the Nigeria Tax Act 2025 (NTA), the Nigeria Tax Administration Act 2025, the Nige - ria Revenue Service (Establishment) Act 2025 and the Joint Revenue Board (Establishment) Act 2025. The NTA, in particular, harmonises Nigeria’s core tax framework and introduces significant changes affect - ing transaction structuring, exit planning and group reorganisations. Key developments include the fol - lowing:
• Capital gains realised by companies are now calculated alongside income tax and taxed at the applicable income tax rate under the NTA. This effectively aligns the capital gains tax (CGT) rate with companies income tax, replacing the previous standalone 10% CGT regime. • The taxation of capital gains arising from indirect disposals of shares where an offshore transaction results in a change in ownership structure or group membership of a Nigerian company or a change in ownership or interest in assets located in Nige - ria, provided that within the 365 days preceding the disposal, at least 50% of the offshore asset is derived from Nigerian business operations or assets. • A CGT exemption applies to the disposal of shares worth less than NGN150 million where the charge - able gain does not exceed NGN10 million within a 12-month period. • A reinvestment relief under which CGT is not pay - able where proceeds from a share disposal are reinvested in shares of another Nigerian company within the same year of assessment. • The exemption from CGT on disposals of invest - ments in labelled start-ups by angel investors, venture capital funds, private equity funds, accel - erators and incubators, subject to a minimum holding period of 24 months, which was previously contained in the Nigeria Startup Act 2022, has now been embedded in the NTA. Investments and Securities Act 2025 The Investments and Securities Act 2025 (“ISA 2025”), enacted in March 2025, repeals and replaces the Investments and Securities Act 2007 (“ISA 2007”) and significantly expands the regulatory framework gov - erning corporate transactions involving public compa - nies and listed entities. In addition to mergers, acquisi - tions and takeovers, the ISA 2025 expressly brings a broader range of corporate restructurings within the regulatory purview of SEC. These include carve-outs, spin-offs, split-offs and other forms of operational restructuring, as well as the acquisition or disposal of assets that result in a significant change in the busi - ness direction or policy of a public company or any other listed entity, whether or not undertaken pursuant to a formal scheme, transaction or arrangement.
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