MANDATORY LAWS IN NIGERIA

1. Companies and Allied Matters Act, 2020

The CAMA 2020 was enacted on August 7, 2020. It repealed and replaced the CAMA (Repeal
and Re-enactment) Act, 2018. The body responsible for administration of the Act is the
Corporate Affairs Commission. The Act is divided into seven parts. The CAMA is the principal
regulatory framework on Company law and other forms of business organisations. Part A
provides for the composition of the Corporate Affairs Commission; Part B provides for
incorporation of Companies and Incidental Matters, Part C makes provision for the
establishment of Limited Liability partnerships, Part D deals with Limited Partnerships, Part E
provides for the establishment of Business Names, Part F deals with the provisions on
Incorporated Trustees, while Part G makes General provisions and establishes the
Administrative Proceedings Committee. The Act comprises of a total of 870 Sections.
2. Investment and Securities Act, 2007
The Act was enacted in 2007 to repeal the Investments and Securities Act 1999 Act. It
regulates investment and securities business in Nigeria and to provide for matters connected
therewith. The body responsible for the administration of the Act is the Securities and
Exchange Commission. The Act provides for - (a) the establishment of Securities and
Exchange Commission; (b) the repeal of the Investments and Securities Act 1999; (c) the
enlarged powers and functions of the Commission over the capital market; and (d) a set of new
market infrastructures and wide-ranging system of regulation of investment and securities
business in Nigeria, especially in the area of Mergers, Acquisitions and Take-Over, and
collective Investment Schemes, where new provisions were made. The Act provides a set of
new market infrastructures and wide-ranging system for the regulation of investment and
securities business in Nigeria.
3. The Foreign Exchange (Monitoring & Miscellaneous Provisions) Act CAP F34, LFN
2004
The Foreign Exchange (Monitoring and Miscellaneous Provisions) Act is the comprehensive
legislation covering foreign exchange transactions in Nigeria. The Act established an
autonomous forex market for transactions in forex and authorises the Central Bank of Nigeria
(‘CBN’) to regulate the procedures for transactions in the forex market by issuing guidelines
with the approval of the Minister.
The Act also provides that importation of capital into Nigeria can only be done through an
‘Authorized dealer’ that is recognized by The CBN and further provides certain incentives for
dealing with such authorized dealer such as repatriation of fund and opening of a local
domiciliary account in Nigeria.

4. Companies Income Tax (Amendment) Act, 2007

The Companies Income Tax (Amendment) Act is the principal law that regulates the taxation
of companies in Nigeria. It provides that all companies registered in Nigeria including foreign
companies must pay tax on their profit. The Act, however, provides for certain deductible and
non-deductible allowance that a company must calculate in determining the amount to be paid
as tax in a tax year.
It should be noted that failure to file CIT returns attracts a penalty of NGN 25,000 for the first
month and NGN 5,000 for each subsequent month of default. Late payment of CIT attracts a
10% penalty and interest at the commercial rate.
5. Finance Act, 2021
The Finance Act which was signed into law in 2021 has amended certain provisions of key tax
legislation such as the Capital Gains Tax Act, Companies Income Tax Act, Personal Income
Tax Act, Tertiary Education Trust Fund Act, Customs & Excise Tariff (Consolidation) Act,
Value Added Tax Act, Federal Inland Revenue Service (Establishment) Act, Tertiary Education
Trust Fund (Establishment) Act and Nigeria Police Trust (Establishment) Act in order to ensure
that there is an alignment between the amended laws and the Federal Government’s
macroeconomics policy reforms.
6. National Office for Technology Acquisition and Promotion Act Cap. N62 LFN 2004;
The Act established the National Office for Technology Acquisition and Promotion
(“NOTAP”) whose principal function pursuant to the provisions of the Act is to monitor the
transfer of foreign technology to Nigeria. The Act makes it mandatory to register all contracts
or agreements for the transfer of foreign technology entered into by any person in Nigeria with
NOTAP as well as registration of every contract or agreement entered into by any person in
Nigeria with another person outside Nigeria within 60 days from the execution or conclusion
of the contract.
It is pivotal to note that the implication of non-registration of an agreement as provided under
this Act is a prohibition from making payments from Nigeria through any licensed bank in
Nigeria to any person outside Nigeria.
7. The Nigerian Start-Up Act, 2022
The Act applies to companies incorporated under the Companies and Allied Matters Act which
are granted a startup label in accordance with the provisions of the Act, and to organizations
and establishments whose activities affect the creation, support and incubation of labelled
startups in Nigeria. The Act provides that a company would only be labelled a Start-Up if it
registers as a domestic limited liability company; is in existence for not more than 10 years
from the date of incorporation and has at least 33% ownership by a Nigerian founder or co-
founder.
The Act also introduces a special seed fund called the ‘Startup Investment Seed Fund. The
fund will be managed by the Nigeria Sovereign Investment Authority and would be deployed
to provide financing to labelled startups and technology accelerators, incubators, and hubs.
8. Nigerian Investment Promotion Commission, Act CAP N117, LFN 2004
The Act established the Nigerian Investment Promotion Commission (NIPC) is a specialized
agency of the Federal Government of Nigeria charged with the responsibility of encouraging,
promoting, and coordinating all investments in Nigeria. NIPC also initiates and supports the
enhancement of the investment climate in Nigeria for both Nigerian and Non- Nigerian
Investors.
9. Immigration Act CAP 171, LFN 2004
The Act the provides for matters relating to immigration, passports, visas, resident permits,
work permits, and the prohibition of smuggling of migrants into and from Nigeria, and for the
protection of and provision of remedies and assistance to, objects of smuggling of migrants
offences in Nigeria. The act also established the Nigerian Immigration Service which is
responsible for the issuance of Combined Expatriate Residence Permit and Aliens Card
(CERPAC) which grants a foreigner the permission to live and work in Nigeria for up to two
years, which is subject to renewal and validity of the expatriate quota.
Some other mandatory laws in Nigeria include;
a) Business Facilitation Act, 2023
b) Industrial Inspectorate Act
c) Stamp Duties Act CAP S8, LFN 2004
d) Federal Inland Revenue Service (Amendment), Act
e) Export (Incentive and Miscellaneous Provisions) Act
f) Personal Income Tax (Amendment) Act 2011
g) Capital Gain Tax Act
h) Value Added Tax Act (Amendment), 2007
i) Casino Taxation Act
j) Petroleum Industry Act, 2022
k) National Information Technology Development Act
l) Banks and Other Financial Institution Act, 2020
m) The Advertising Regulatory Council of Nigeria Act, 2022
n) Central Bank of Nigeria (Establishment) Act 2007
o) Central Bank of Nigeria Guidelines on International Mobile Money Remittance Service
in Nigeria
p) Central Bank of Nigeria Guidelines on Mobile Money Services in Nigeria, 2021
q) Central Bank of Nigeria Operational Guidelines for Open Banking in Nigeria
r) Central Bank of Nigeria Guidelines on International Money Transfer Services in
Nigeria, September 26, 2014; 3.1.5
s) Companies Income Tax Act CAP. C21 L.F.N. 2004
t) Insurance Act, 2015
u) Pension (Reform Act), 2014
v) National Agency for Food and Drug Administration and Control Act, Cap N.1 LFN
2004
w) Nigerian Communications Act, 2003
x) Nigerian Communications Commission Guidelines on Short Code Operation in Nigeria
y) Nigerian Communications Commission License Framework for Value Added Services
(VAS)
z) Regulatory Framework for the Use of Unstructured Supplementary Service Date
(USSD) for Financial Services in Nigeria
aa) Gaming Machines (Prohibition) Act 1977
bb) The Nigerian Oil and Gas Industry Content Development Act 2010