The Nigerian economy is currently ranked by the International Monetary Fund (IMF) as the largest economy in Africa.

The petroleum industry remains the dominant industry in Nigeria. Oil accounts for approximately 10% of Nigeria's GDP, 70% of the country's revenue, and more than 83% of the country's export earnings. Other key sectors in the Nigerian economy include:

According to the World Bank, Nigeria's current population is estimated to be 202 million people. Nigeria's official language is English.

Nigeria has a business culture that exudes the resilience of its people. Business hours are usually between 8am to 5pm, Mondays to Fridays. Nigeria also observes various public holidays comprising the significant religious holidays of the dominant religions in the country and other government earmarked holidays.

The 2019 novel coronavirus disease (COVID-19) pandemic has continued to place a strain on the Nigerian economy and has disrupted financial planning for many businesses. A prolonged disruption is likely to lead to renegotiation of deal terms, defaults, termination of contracts, layoffs, inflation, currency devaluation, a further downgrading of the country's sovereign credit rating, all culminating in a decline in foreign direct investments generally and, consequently, in private equity activity in Nigeria. To mitigate these challenges, the federal government has:

Company law and administration. The Companies and Allied Matters Act, 2020 (CAMA 2020) was signed into law on 7 August 2020. The CAMA 2020 contains several innovative provisions relating to Nigerian company law. Some of the highlights of the CAMA 2020 include the following:

Taxation. On 31 December 2020, President Muhammed Buhari signed the Finance Act, 2020 into law. This Act amends several tax and fiscal-related legislation, including the CAMA 2020, Capital Gains Act, and Companies Income Tax Act. The Finance Act introduces certain provisions that may have influenced the structuring of deals in the past 12 months. Key amendments include the following:

Banking. On 12 November 2020, the President signed into law the Banks and Other Financial Institutions Act, 2020 (BOFIA 2020). BOFIA 2020 repeals the Bank and Other Financial Institutions Act, 2004, and now regulates the businesses of banks and other financial institutions in Nigeria. Key amendments introduced by the BOFIA 2020 include the following:

The CBN issued the following guidelines and directives in 2020:

Nigeria's legal system is based on English common law. Nigeria operates a federal system of government.

Under the Nigerian Investment Promotion Commission (NIPC) Act and the Immigration Act, companies with foreign shareholding must be registered with the NIPC and obtain a Business Permit from the Federal Ministry of Interior before commencing operations in Nigeria.

A Nigerian company can have foreign shareholders, except in certain sectors on the negative list. The negative list prohibits investment by both Nigerian and foreign investors in the production of arms and ammunition, and the production of and dealing in narcotic drugs and psychotropic substances. Restrictions also apply to specific industries.

See below, Specific Industries.

Under the NIPC Act, foreign ownership is permitted in all industries. However, there are restrictions on the acquisition of shares by foreign nationals in the following specific industries:

There are currently no restrictions on doing business with certain countries or jurisdictions.

Under Nigeria's foreign exchange regulations, foreign investors who intend to access the official foreign exchange market for the purpose of remitting their dividends, interest or capital must obtain a Certificate of Capital Importation (CCI) as evidence that their investment was brought into Nigeria. CCIs are issued by authorised dealers (that is, banks licensed by the CBN to deal in foreign exchange) within 24 to 48 hours after the foreign investment has been brought into Nigeria and converted into Naira.

An entity's beneficial ownership need not be recorded or reported.

There are several incentives available to investors. These include the following:

The CAMA 2020 recognises the following business vehicles:

The most common structure used by foreign companies seeking to do business locally is the private limited liability company. Advantages include the following:

The registration formalities are as follows:

Incorporation usually takes between five to seven working days of the application being submitted to the CAC. However, due to the impact of the COVID-19 pandemic on the operations of the CAC, the timeline for registration is now between two to three weeks.

The cost of incorporation with the CAC depends on the authorised share capital of the company. When the authorised share capital of the company is NGN10 million (the minimum amount required for foreign participation), the cost is about NGN166,000.

Private limited liability companies must file audited financial statements with the CAC within 42 days of an annual general meeting. The cost of filing is about NGN3,000.

The minimum share capital requirements are NGN100,000 for private companies and NGN2 million for public companies. Companies with foreign shareholders must have a minimum share capital of NGN10 million. There is no prescribed maximum share capital.

Shares can be issued for non-cash consideration if the company's articles permit this.

Restrictions on rights attaching to shares. Under the CAMA 2020, a private company's articles of association can restrict the transfer of its shares. Any procedures set out in the articles of association in relation to share transfers must be complied with before the shares can be validly transferred to, or acquired by, a buyer.

All Nigerian companies must first offer any new shares they wish to issue to their existing shareholders in proportion to their respective holdings, before those shares are allotted to a third party (section 142, CAMA 2020).

Automatic rights attaching to shares. Automatic rights include the right to:

Private limited companies must have at least one shareholder and two directors (small companies can have one director). The Securities and Exchange Commission requires public companies to have at least five directors (at least one of whom must be an independent director).

A Nigerian company can have foreign directors. A company that wishes to employ foreign national must obtain expatriate quota approvals.

Depending on the breach, civil and/or criminal penalties can be imposed on a director for a breach of duty.

The liability of directors is limited, except where the articles expressly state otherwise (CAMA). In certain circumstances, officers and directors are personally liable for the acts of the company, such as when:

In addition, directors and officers of banks and financial institutions can incur civil and criminal liability in certain situations.

In relation to Nigerian limited liability companies, the liability of a parent company is limited to the amount that is unpaid on its shares (if any). When there has been fraud, the law can lift the corporate veil and hold shareholders responsible for the acts of the company.

Under the Environmental Impact Assessment Act, an environmental impact assessment (EIA) study must be carried out when the extent, nature or location of a proposed project or activity is likely to have a significant effect on the environment. A company whose operations would have an impact on the environment must obtain both an:

The NESREA can issue the following permits:

The main laws regulating employment relationships are the:

Other than the Immigration Act (which regulates the employment of foreign employees) and the National Housing Fund Act (which, in practice, is not applied in relation to foreign employees), all the other laws listed above apply to both Nigerian and foreign employees.

None of the laws listed above apply to Nigerians working abroad for foreign employers.

Nigerian courts will generally uphold the parties' choice of law and jurisdiction. However, in certain limited circumstances, the courts will assume jurisdiction regardless of an express choice of foreign jurisdiction. The factors that the Nigerian courts consider in determining whether to assume jurisdiction include:

The court has discretion in applying these factors.

In addition, the National Industrial Court (NIC) has original exclusive jurisdiction in civil cases and matters relating to or connected with labour and employment, trade unions, industrial relations, and matters arising from the workplace and conditions of service (including health, safety, welfare of labour, employee, worker, and any matters incidental or connected to these matters).

A written contract of employment is required for workers to whom the Labour Act applies (that is, employees who perform manual labour or clerical work).

The contract must state (among other things):

Some of the implied terms in contracts of employment include the employer's duty to:

Collective agreements only apply to employment relationships where the:

Foreign employees require a work permit to work in Nigeria. This permit can be either a:

Employees are not generally entitled to management representation.

If the employees are workers or members of a trade union, and the proposed reorganisation will lead to either redundancies or a transfer of employees, the employer must consult and negotiate with the workers' representatives or trade union officials. Although there is no obligation to consult or negotiate with non-workers that are not members of a trade union, employers generally tend to do so.

Apart from the above, there is no obligation to consult employees in relation to corporate transactions such as disposals.

Nigerian employers are entitled to terminate a contract of employment at any time and without citing any reasons for doing so, if either:

However, the NIC has indicated that best practice, in accordance with international standards, is that an employer must state the reason(s) for terminating an employee's contract.

The relevant notice periods are as follows:

Whether a dismissal is fair/justified or unfair/unjustified is a question of fact to be conclusively determined by the court.

An employer can only dismiss an employee for cause. Grounds that constitute cause for dismissals include:

When an employee is dismissed for cause, the employer is not required to give notice of termination or to pay salary in lieu of notice. An employee dismissed for cause can challenge the dismissal, and the employer will be required to prove the reason(s) for the dismissal and satisfy the court that the reason(s) are valid and reasonable.

Recent decisions of the NIC, in which it has ordered the reinstatement of employees whose employment was terminated, are changing the landscape of Nigerian employment law in relation to dismissing employees.

Grounds for unfair dismissal. See above, Fair Dismissal.

Remedies. An aggrieved employee alleging unfair dismissal can bring an action in the NIC for wrongful termination. If the employee is successful, the NIC may award significant damages. In some limited cases, the NIC has ordered the employer to reinstate affected employees.

Employers are prohibited from terminating the contract of any female worker who:

(Labour Act.)

The termination of employment is also regulated in the oil and gas industry. In March 2015, the Department of Petroleum Resources (DPR) issued the Guidelines and Procedures for the Release of Staff in the Oil and Gas Industry. Under these Guidelines, an employer must apply for consent from the Minister of Petroleum Resources before the release of any employee from its employment. On such application, the DPR conducts an investigative inquiry into the proposed staff release and makes a decision on whether to grant consent. A "release" is defined in the Guidelines to include (among other things):

An "employer" under the Guidelines is defined to mean a person who holds an oil mining lease, licence or permit (or an interest therein), or a person registered to provide services to such persons.

The Labour Act defines the term "redundancy" as an involuntary and permanent loss of employment caused by an excess of manpower. In the event of redundancy, a worker is entitled to the following payments on termination of employment:

There is no corresponding statutory obligation for non-workers. The right of non-workers to receive any redundancy payments is subject to the terms of their respective contracts of employment.

If the employees to be made redundant are workers under the Labour Act, the employer must:

In a redundancy, employees not covered by the Labour Act (non-workers) are only entitled to the benefits set out in their contracts, or as are agreed with the employer (and trade union, if applicable). In relation to the payment of termination benefits, the NIC recently held that employers must treat all their employees fairly. The NIC has indicated that even if a non-worker is not contractually entitled to receive termination benefits, if (under the terms of the conditions of service) workers in the same organisation are entitled to termination benefits (including redundancy payments), the NIC will give consideration to the termination benefits to which the workers in that organisation are entitled, and can order that similar payments should be made to non-workers.

All resident employees are taxed in Nigeria. For resident employees, personal income tax is imposed on the employee's total assessable income from all sources in the year of assessment (see Question 19, Tax Resident Employees). An employee will be regarded as resident in Nigeria if the employee:

A foreign employee of a Nigerian company is subject to tax in Nigeria if they perform their duties partly or wholly in Nigeria and are paid in Nigeria, unless they can show at least one of the following:

Personal income tax. This is levied on the income of the employee under the Pay-As-You-Earn (PAYE) system, which requires the employer to deduct tax from the employee's monthly remuneration at the following rates:

There is a consolidated relief allowance of 20% of gross income and, in addition to this, a further allowance of NGN200,000 or 1% of gross income (whichever is higher).

National Housing Fund deductions. On a monthly basis, Nigerian employers must deduct 2.5% of each employee's basic salary and remit this to the National Housing Fund.

Pension contributions. Every employee in an organisation that employs up to three persons is required to contribute up to 8% of their monthly salary into their retirement savings account, which is managed by a pension fund administrator (PFA) of their choice. The employer has a statutory obligation to deduct this contribution at source and remit it to the PFA on behalf of the employee.

Not applicable.

Industrial Training Fund (ITF) deductions. Every Nigerian company employing four or more persons or with a turnover of up to NGN50 million must contribute 1% of its annual payroll to the ITF.

Pension contributions. Every employer of three or more persons has an obligation, in addition to deducting each employee's pension contributions (see above, Tax Resident Employees), to contribute at least 10% of each employee's monthly salary into the employee's retirement savings account.

Life insurance for employees. The employer has a statutory obligation to maintain at all times, for the benefit of its employees, a life insurance policy, the benefits of which must be at least three times each employee's annual salary.

Employees Compensation Fund. Employers must contribute 1% of total monthly payroll into the Employees Compensation Fund.

A Nigerian company is tax resident in Nigeria when it has been incorporated in Nigeria.

Profits from a non-tax resident business vehicle (that is, a company not incorporated in Nigeria) are deemed to have been derived in Nigeria and subject to tax if any of the following applies:

Where the vehicle is incorporated in a jurisdiction that has a DTT with Nigeria, the provisions of the treaty will be relevant in determining the tax liability of the vehicle.

The Finance Act has expanded the basis for taxing non-resident companies (NRCs) with a significant economic presence (SEP) in Nigeria to include digital services and services rendered outside Nigeria to a Nigerian beneficiary (see Question 2). NRCs that transmit, emit or receive signals, sounds, messages, images or data of any kind to Nigeria in respect of any activity, including electronic commerce, online adverts, online payments and so on, and have a SEP in Nigeria, will be taxed on the profit attributable to such activity in Nigeria.

The Finance Act introduces a new tax regime for the assessment of companies income tax (CIT), as the rate of CIT payable by a company on its total assessable profits will be determined by the following thresholds:

The Finance Act also expands the basis for taxing NRCs that have a SEP in Nigeria to include digital services and services rendered outside Nigeria to a Nigerian beneficiary. This means that income earned by NRCs from digital services and services provided remotely to Nigerian residents shall be subject to tax. Although the Finance Act does not state what would constitute SEP, the Minister of Finance is empowered under the Act to determine this by an executive order, but this is yet to be done.

CGT is imposed on gains arising from the disposal of capital assets, at a rate of 10%. Exemptions from CGT include:

Tertiary education tax is imposed at a rate of 2% under the Tertiary Education Trust Fund (Establishment etc.) Act, 2011.

Stamp duty is imposed on documents at varying rates, which can be either ad valorem or nominal. The nominal rate is currently:

Ad valorem rates range from 0.15% to 6%.

Electronic transactions are now liable to stamp duty under the Finance Act. Transfers of shares, stock, or securities by a lender to its approved agent or a borrower in furtherance of a regulated securities lending transaction are exempt from stamp duty.

The following types of companies with an annual turnover of at least NGN100 million must pay 1% of their profits before tax to the FIRS:

Withholding tax on rents, dividends, royalties and interest is 10% (reduced to 7.5% where the recipient is registered in a country with which Nigeria has a DTT). Fees for management or technical services are taxed at 10% for companies and 5% for individuals. Contracts of supplies are taxed at 5%.

VAT is charged at 7.5% on goods and services other than those exempted by law. The definition of goods and services that are subject to VAT has been expanded by the Finance Act to include intangibles such as intellectual property rights, shares and royalties.

Exempted goods include:

Exempted services include:

Under the Cybercrimes Act, 2015, the following companies must pay a levy of 0.005% on all electronic transactions into a fund held with the CBN:

Tax is deducted at the rate of 10% on dividends paid to all shareholders. This is reduced to 7.5% if a foreign shareholder is resident in a country with which Nigeria has a DTT.

Dividends derived from foreign companies by Nigerian residents (corporate and individuals) and brought into Nigeria through government-approved channels are exempt from tax.

Tax must be withheld at the rate of 10% on interest payments on all loans, except where the interest payments are specifically exempted from tax. This rate is reduced to 7.5% if the lender is resident in a country that has DTT with Nigeria. When the lender is foreign and the loan is in a foreign currency, tax on the interest can be further reduced as follows:

Royalty payments on IP rights are taxed at the rate of 10%. This is reduced to 7.5% where the recipient is resident in a country with which Nigeria has a DTT.

Nigeria does not presently have thin capitalisation rules specifying required debt-to-equity ratio requirements for companies. There are presently no laws providing that any excess debt above a specified ratio will not be deductible for tax purposes or restricting a company from procuring loans from foreign lenders. However, the Finance Act, 2019 introduced a new deductibility rule limiting the deductible interest expense incurred by a Nigerian company in any tax year on debts issued by a foreign connected person to 30% of earnings before interest, tax, depreciation and amortisation (EBITDA).

The CAMA 2020 requires public companies to have net assets amounting to at least 50% of the company's issued and paid-up share capital.

A parent company that is tax resident in Nigeria (that is, incorporated in Nigeria) must file consolidated returns in respect of its foreign subsidiaries and pay tax on its worldwide income. Dividends received from foreign subsidiaries and brought into Nigeria through a Nigerian bank are exempt from tax.

The Transfer Pricing Regulations (TP Regulations), 2018 apply to controlled transactions (that is, related-party transactions). A company must comply with the TP Regulations in relation to any related-party transactions such as:

Customs tariffs on imports range from 0% to 65%. This is in addition to VAT, port handling charges, customs entry processing fees, bonded terminal charges, and fees levied by the Standards Organisation of Nigeria or the National Agency for Food and Drug Administration and Control for the inspection of imported goods.

There are no export duties. However, exporters must pay a Nigerian export supervision scheme administrative charge, which ranges from 0.5% to 0.15% of the free on board (FOB) value.

Nigeria currently has DTTs with:

Nigeria has negotiated DTTs with the following countries and is currently awaiting the ratification of these DTTs into local law:

The Federal Competition and Consumer Protection Act (FCCPA) was enacted on 30 January 2019 and repealed the Consumer Protection Act and the provisions of the Investment and Securities Act relating to merger control. The FCCPA was enacted to promote fair, efficient and competitive markets in Nigeria, and applies to all undertakings and all commercial activities in, or having effect in, Nigeria. The FCCPA also established the Federal Competition and Consumer Protection Commission (FCCPC). The FCCPC is vested with the powers to approve and regulate mergers, including amalgamations, business combinations and joint ventures, as well as all competition-related issues as prescribed under the FCCPA. However, under the BOFIA 2020, the CBN now has sole authority to review mergers involving banks and other financial institutions, and the FCCPC no longer has oversight over these matters.

There are also sector-specific guidelines on competition-related issues. For example, the Nigerian Communications Commission (NCC) regulates competition in the telecommunications sector and has issued the Competition Practices Regulations 2007 (CPR 2007), which are available on its website (www.ncc.gov.ng).

Any agreement or decision among undertakings that is entered into with the aim to, or that is likely to, restrict, prevent or distort competition in any market is void unless the prior approval of the FCCPC is obtained. Prohibited acts include:

The CPR 2007 empower the NCC to review agreements and practices that attempt to lessen competition, such as:

Contravention can lead to a fine or other civil sanctions.

The FCCPA has the power can impose sanctions on companies or business enterprises who abuse a dominant position in any part of the Nigerian market. If the NCC considers that a licensee is abusing its dominant position in the market, it can direct it to cease the offending conduct.

Mergers between or among companies are subject to the prior review and approval of the FCCPC. The FCCPA distinguished between small and large mergers. Large mergers are subject to prior review and approval by the FCCPC. For small mergers, the FCCPC only needs to be notified where the merger is likely to substantially prevent or lessen competition.

Approval of the FCCPC is required if both:

An undertaking has control of another undertaking where the first undertaking:

(FCCPA.)

On 23 November 2020, the FCCPC published Merger Review Regulations and Merger Review Guidelines. These provide some guidance on the implementation of the FCCPA, including the types of transactions subject to merger notification. The Regulations also indicate that, in certain circumstances, an acquisition of a minority equity stake may still be deemed to result in a change of control where, for example, the buyer of a proposed minority stake can be deemed to materially influence the policy of another undertaking in a manner comparable to a person who can exercise an element of control.

The Regulations state that the acquisition of a shareholding or voting rights above 25% confer on a buyer a rebuttable presumption of the ability to materially influence policy. By contrast, the acquisition of a shareholding or voting rights below 15% will not, in general, be subject to the FCCPC's review. In assessing material influence, the Regulations state that the FCCPC will consider situations where the acquiring party has the material ability to exercise indirect control or exert influence on policy, key decisions, and direction of the business. The FCCPC will also consider other relevant factors, including:

Mergers between two foreign entities are not regulated by the FCCPA unless the relevant transaction will result in a change of control, whether directly or indirectly, of the whole or part of a business or any asset of a business in Nigeria.

Electricity. The Nigerian Electricity Regulatory Commission can review any merger or acquisition in the Nigerian power sector (Electric Power Sector Reform Act, 2005).

Insurance. Any merger involving an insurance company requires approval of the National Insurance Commission.

Telecommunications sector. Prior notification and approval of the NCC is required for:

Oil and gas. A change of control of the holder of an oil licence or asset requires approval of the Minister of Petroleum and Natural Resources.

Banking. Any merger, acquisition, or other business combination involving financial institutions and specialised banks is subject to approval of the CBN. Additionally, any agreement or arrangement for the transfer of a significant shareholding in a bank, specialised bank, or other financial institution requires prior approval of the CBN (BOFIA 2020). A person or entity has a "significant shareholding" when they:

The main laws relating to bribery and corruption in Nigeria are the:

Definition and legal requirements. A patent is an exclusive right conferred on a patentee over an invention. An invention is patentable if:

A patentee (that is, the person to whom a patent has been granted) can preclude any other person from carrying out any of the following acts for industrial or commercial purposes:

Registration. Applications are made to the Registrar of Patents and Designs and must contain the following:

Enforcement and remedies. A patentee, licensee, assignee, joint owner or transferee by succession can enforce a patent. An action for patent infringement must be brought before the court. Remedies for infringement include:

Length of protection. A patent is valid for 20 years from the date of filing the application, subject to payment of the prescribed annual fees.

Definition and legal requirements. Registered trade marks are governed by the Trademarks Act, 2004. Unregistered trade marks are governed by the common law. A trade mark is a mark used or proposed to be used in relation to goods or services for the purpose of indicating a connection in the course of trade between the goods/services and some person having the right (either as proprietor or as registered user) to use the mark.

A trade mark is registrable if it contains one of the following:

Protection. Trade marks are registered by the Trademarks, Patents and Designs Registry. The Registry's website provides guidance on the application procedure.

Enforcement and remedies. The proprietor of a registered trade mark can bring an action in the Federal High Court for infringement of trade mark, while the proprietor of an unregistered trade mark can only bring an action for passing off in tort. The remedies for trade mark infringement/passing off are:

Length of protection and renewability. Registered trade marks are valid for an initial period of seven years and are renewable indefinitely for 14 year-periods.

Definition and legal requirements. A design is a combination of lines or colours or both, and any three-dimensional form, whether or not associated with colours, which is intended by the creator to be used as a model or pattern to be multiplied by industrial process and is not intended solely to obtain a technical result.

A design is registrable if it is new and not contrary to public order or morality.

Registration confers on the registered owner the right to preclude any other person from doing any of the following:

Registration. An application to register a design is made to the Registrar of Patents and Designs and must contain:

The Registry's website provides guidance on the application procedure.

Enforcement and remedies. A design owner (or joint owner) or its licensee, assignee or transferee by succession can enforce a design.

An action for infringement of design rights must be brought before the court. Remedies include the following:

Length of protection and renewability. Registered designs are valid for an initial period of five years and are renewable thereafter for two further consecutive periods of five years on payment of the prescribed fees.

Unregistered designs are not recognised under Nigerian law.

Definition and legal requirements. Copyright in Nigeria is regulated by the Copyright Act, 2004. Copyright vests automatically in relation to every work eligible for copyright, namely:

This list is exhaustive.

Copyright vests initially in the author, who at the time the work is being created, must be either:

When an eligible work is made by the author in the course of their employment by a newspaper, magazine or similar periodical (publisher) under a contract of service or apprenticeship and for the purpose of publication in the publisher's publication, the publisher is, in the absence of any agreement to the contrary, the first owner of copyright in the publication of the work or the reproduction of the work for the purpose of its being published.

Protection. The Copyright Act does not require registration of copyright as a condition to validity or ownership of the copyright. The Nigerian Copyright Commission has a notification scheme that only serves as public notification of the existence of the work. The fact that a certificate of registration has been issued by the Commission to a purported author (or a purported assignee) does not invalidate the title of the true owner.

Enforcement and remedies. The author, assignee or an exclusive licensee can bring an action for infringement in the division of the court exercising jurisdiction in the place where the infringement occurred. Remedies for copyright infringement include:

Length of protection and renewability. This depends on the type of work, as follows:

Copyright cannot be renewed once it has expired.

Marketing agreements, agency and distribution relationships are not regulated by statute in Nigeria. Instead, they are governed generally by common law and case law.

Franchising is not regulated under Nigerian law. However, technology transfer agreements involving the use of intellectual property between a local company and a foreign enterprise (for example, a local franchisee and a foreign franchisor) must be registered with the National Office for Technology Acquisition and Promotion.

There is currently no specific law regulating e-commerce in Nigeria, but certain related activities are regulated d under other laws and regulations. These include the:

These laws provide for the electronic execution of documents, as well as the CBN's regulation of electronic payments in Nigeria.

The following guidelines apply to all licensed telecommunications entities:

The Nigerian Communications Act, 2003 and the NCC's Guidelines for the Provision of Internet Services prohibit internet service providers from disseminating, causing to be disseminated, or allowing to be accessed through their network:

The FCCPA also restricts misleading, unfair, deceptive or unconscionable marketing, trading, or business practices and all anti-competitive activities, including on the internet.

The Advertising Practitioners Council of Nigeria (APCON) was established to regulate the practice of advertising in Nigeria. APCON issued the Nigerian Code of Advertising Practice (fifth edition) (APCON Guidelines), which is binding on all advertising practitioners in the Nigerian market.

Article 80 of the APCON Guidelines sets out general guidelines on internet and electronic media marketing. Digital advertising is subject to the general laws regulating advertising in Nigeria.

In addition, APCON issued the Proclamation on Registration and Licensing Regime in the Advertising Industry. This specifies two categories of advertising organisations:

Sales promotions are regulated by the APCON Guidelines and the National Lottery Commission under the National Lottery Act, 2005.

On 25 January 2019, the National Information Technology and Development Agency (NITDA) issued the Nigeria Data Protection Regulation, 2019 (NDPR), which regulates the exchange of personal data and safeguards the data privacy rights of Nigerians and non-Nigerian residents. The objective of the NDPR is to safeguard personal data rights, enhance security of transactions involving personal data, and improve the access of Nigerian companies to cross-border data. It is also aimed at ensuring that Nigerian businesses remain competitive in international trade through the safeguards afforded by a just and equitable legal regulatory framework on data protection that is in tune with global best practices.

All private and public organisations in Nigeria that collect, process, store, archive and destroy data of natural persons in Nigeria or of Nigerian residents abroad must comply with the NDPR.

In November 2020, the NITDA released the NDPR: Implementation Framework (Implementation Framework), which is intended to serve as a guide to assist data controllers and data administrators/processors understand the controls and measures required to comply with the NDPR. The Implementation Framework must be read and applied in conjunction with the NDPR.

Other laws that aim to ensure the privacy of individuals in Nigeria include the:

Unauthorised disclosure of information relating to the HIV status of an individual is an offence under the HIV and AIDS (Anti-Discrimination) Act, 2014.

In the telecommunications industry, the CPR 2007 and the Consumer Code of Practice Regulations, 2007 require all licensees to take reasonable steps to protect customer information and ensure that such information is securely stored.

A Nigerian entity that stores and processes the data of EU citizens must comply with the General Data Protection Regulation ((EU) 2016/679) (GDPR).

Product safety is regulated by the:

Consumers also have remedies in tort, on the basis of which they can challenge a manufacturer or supplier of defective products. Generally, retailers, importers and distributors only bear limited responsibility, as they are not expected to test products that the manufacturer delivers in sealed containers and would normally remain sealed until they reach the ultimate consumer.

The National Agency for Food and Drug Administration and Control is responsible for regulating and controlling the safety of food, drugs, cosmetics, medical devices, chemicals (among others) that are sold, used, manufactured, imported, exported, advertised, and distributed in Nigeria.

Main activities. The FCCPC is responsible for, among other things, merger control, enforcing the prohibitions of the FCCPA against anti-competitive business practices, and consumer protection.

Main activities. The NESREA is responsible for the protection and development of the environment, biodiversity, and sustainable development of Nigeria's natural resources.

Main activities. The CAC regulates the formation and management of companies in Nigeria.

Not applicable.