The Nigerian Communications Commission (“NCC”) and the Corporate Affairs Commission (“CAC”) have jointly announced a new regulatory requirement mandating prior NCC approval for significant changes in the ownership structure of licensed communications companies in Nigeria.

The measure, which takes immediate effect, is intended to strengthen regulatory oversight of mergers, acquisitions and other transactions affecting telecommunications licensees, while promoting competition, transparency and market stability.

Key Regulatory Requirement

With immediate effect, any proposed:

• transfer of ownership or control of 10% or more of the total share capital of an NCC licensee; or
• series of share transfers which, in aggregate, exceed 10% of the total share capital of the licensee,

must obtain a Letter of No Objection from the NCC before the transaction can be registered by the CAC.

Consequently, the CAC will only process and register qualifying changes in the shareholding structure of telecommunications companies where satisfactory evidence of the NCC’s prior approval has been provided.

Legal Basis

The requirement is issued pursuant to:

• Section 90 of the Nigerian Communications Act 2003;
• Regulation 28(2) of the Competition Practices Regulations, 2007; and
• Regulation 42 of the Licensing Regulations, 2019,

which collectively empower the NCC to supervise transactions affecting licensees and preserve effective competition within the communications sector.

Regulatory Objectives

According to the joint statement, the new approval requirement seeks to:

• prevent direct and indirect anti-competitive practices;
• strengthen regulatory oversight of significant ownership changes;
• promote transparency, investor confidence and regulatory certainty; and
• safeguard the long-term sustainability and stability of Nigeria’s communications sector.

Why This Matters

The new requirement has important implications for M&A transactions, private equity investments, capital raises, and internal group restructurings involving telecommunications companies. Transactions resulting in the acquisition or transfer of 10% or more of the shares of an NCC licensee will now require prior regulatory clearance before the CAC can register the change in ownership.

Key Takeaways

Businesses, investors, and transaction advisers should factor the NCC approval process into transaction planning and completion timelines. Early assessment of whether a proposed transaction triggers the 10% threshold will be critical to avoiding delays in closing and post-completion filings. The joint initiative also signals increased regulatory coordination between the NCC and CAC, reinforcing the importance of regulatory due diligence in transactions involving licensed communications companies.

For further information on the issues discussed in this alert or assistance with obtaining the requisite regulatory approvals, please contact any member of our Corporate, M&A and Telecommunications Regulatory team at Chris Ogunbanjo LP.