Two developments are particularly important in the corporate and commercial landscape heading into 2026: the implementation of Nigeria’s 2025 Tax Acts and continuing activity across financial services, technology, consumer goods, healthcare, energy and private equity.
THE 2025 TAX REFORM ACTS: A NEW ARCHITECTURE FROM 1 JANUARY 2026
In June 2025, President Bola Ahmed Tinubu assented to four tax reform laws: the Nigeria Tax Act, 2025; Nigeria Tax Administration Act, 2025; Nigeria Revenue Service (Establishment) Act, 2025; and Joint Revenue Board (Establishment) Act, 2025. The Federal Government subsequently confirmed that the Nigeria Tax Act and the relevant new framework would commence from 1 January 2026, subject to the commencement provisions in each Act.
For companies, the headline changes include the new small-company threshold and related exemptions, changes to capital-gains taxation, the development levy and revised rules affecting cross-border transactions. Because the precise application of these provisions depends on the taxpayer, transaction and commencement provisions, companies should review the enacted Nigeria Tax Act rather than rely on summaries of the former regime. For individuals, the Act also introduced revised income-tax bands and exemptions.
The new tax administration framework provides for greater administrative certainty, including mechanisms for advance tax guidance and rulings. Taxpayers planning reorganisations, cross-border financing or M&A should assess whether an advance ruling or other formal engagement with the revenue authority is appropriate.
A RECALIBRATING M&A AND PRIVATE EQUITY MARKET
DealMakers Africa reported that Nigerian domestic M&A value declined in 2025 while private-equity activity increased. The publication’s figures should be treated as transaction-market estimates rather than official government statistics. Notable 2025 transactions included Flutterwave’s acquisition of Mono, UAC of Nigeria’s acquisition of CHI Limited from The Coca-Cola Company, Helios Investment Partners’ exit from Axxela, and African Capital Alliance’s exit from Aradel Holdings.
The regulatory architecture for these deals continues to mature. The Federal Competition and Consumer Protection Commission (FCCPC) remains the principal merger-control authority under the Federal Competition and Consumer Protection Act 2018, while the Securities and Exchange Commission regulates relevant securities and capital-market matters under the Investments and Securities Act 2025. The 2025 Act expressly includes virtual and digital assets within the statutory definition of securities.
A WIDER COMPLIANCE NET
Companies operating in Nigeria now face compliance obligations across several regulators, including the Nigeria Revenue Service under the 2025 tax framework, the FCCPC on competition and consumer protection, the SEC under the Investments and Securities Act 2025, and the Nigeria Data Protection Commission where the NDP Act applies.
2025 HIGHLIGHTS
Corporate and commercial practice in Nigeria has moved into a period where tax, competition, data, securities, employment, beneficial-ownership and sector-specific regulatory issues increasingly intersect with ordinary corporate transactions. The result is a broader diligence perimeter for acquisitions, investments, restructurings and commercial contracting. A transaction that may previously have required primarily Companies and Allied Matters Act and contract review may now require simultaneous consideration of tax, competition, data protection, securities and regulatory approvals.
THE NEW TAX ARCHITECTURE
The four tax reform laws enacted in 2025 form an important part of the 2026 compliance environment. The Nigeria Tax Act 2025, Nigeria Tax Administration Act 2025, Nigeria Revenue Service (Establishment) Act 2025 and Joint Revenue Board (Establishment) Act 2025 introduce a reorganised framework for taxation and tax administration. The Federal Ministry of Finance has stated that the Nigeria Tax Act applies from 1 January 2026, while liabilities and returns relating to periods before commencement remain governed by the previous regime. Businesses should therefore separate pre-2026 exposures from transactions and accounting periods falling under the new framework.
M&A AND INVESTMENT TRANSACTIONS
M&A activity continues to require careful sequencing of corporate approvals, competition review, sectoral consents, financing conditions and completion mechanics. In regulated sectors, the transaction timetable should be built around the longest approval rather than the preferred commercial closing date. Buyers should also distinguish between a share acquisition, asset acquisition, business transfer and internal reorganisation because the regulatory and tax consequences may differ materially. Transaction documents should allocate historic liabilities expressly and provide workable mechanisms for obtaining approvals, addressing conditions precedent and dealing with post-completion regulatory adjustments.
COMMERCIAL CONTRACTING AND COMPLIANCE
Commercial contracts are increasingly being used as compliance instruments. Data-processing provisions, audit rights, sanctions clauses, anti-bribery obligations, competition safeguards, intellectual-property ownership, cybersecurity requirements, regulatory cooperation and termination rights can materially affect the value of a long-term agreement. Businesses should therefore move away from generic contract templates where the transaction involves regulated activities, sensitive personal data, public-sector counterparties or cross-border performance.
COMPETITION, CONSUMER PROTECTION AND SECURITIES
The FCCPC remains central to merger control and competition regulation, while the Investments and Securities Act 2025 expands the securities-law environment relevant to capital-market activity and digital assets. Companies should identify whether a transaction requires merger notification, securities-law engagement, shareholder approvals or other regulatory filings before signing. For groups operating across several business lines, competition and consumer-protection compliance should also be considered in distribution, pricing, exclusivity, agency and platform arrangements.
FORWARD LOOK: CORPORATE GOVERNANCE AND REGULATORY DENSITY
The direction of travel is toward more integrated compliance. Boards and management teams should maintain a regulatory obligations register, assign ownership of recurring filings and approvals, and ensure that material transactions are reviewed by legal, tax, finance and compliance teams together. For investors, the practical priority is to price regulatory risk before committing capital. For operating companies, the priority is to convert legal obligations into repeatable internal processes, supported by clear documentation and evidence of compliance.
Domestic M&A value fell in 2025 even as private equity deal value grew sharply (DealMakers Africa, 2025).
| WHAT THIS MEANS FOR CLIENTS
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- Federal Ministry of Finance, “Federal Government Issues Transition Guidelines for Tax Acts 2025” (18 June 2026).
- State House, “President Tinubu to Sign Four Tax Bills Into Law Tomorrow” (25 June 2025).
- Federal Ministry of Finance, Tax Acts 2025 implementation guidance (2026).
- Baker Tilly Nigeria, “Nigeria’s 2025 Tax Reform Acts Explained” (January 2026).
- DealMakers Africa, 2025 DealMakers Africa Awards and transaction-market materials (2026).
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