Overview
On 21 June 2026, the Nigerian Communications Commission (“NCC” or the “Commission”) and the Corporate Affairs Commission (“CAC”) issued a Joint Press Statement informing stakeholders in the communications sector that (i) any proposed transfer of ownership or control in an NCC licensee amounting to 10% or more of its total share capital, including transfers that in aggregate exceed 10%, requires the NCC’s prior approval; and (ii) a Letter of No Objection from the NCC is required before such changes can be effected and registered by the CAC. The requirement is intended to preserve a fair and competitive market structure by strengthening regulatory oversight of significant ownership and control changes, promoting transparency, investor confidence and regulatory certainty.
Existing Regulatory Framework
The Joint Press Statement largely reiterates the existing regulatory framework. Pursuant to Regulations 27 and 28 of the NCC Competition Practices Regulations 2007, the Commission may review transactions involving (i) the acquisition of more than 10% of a licensee’s shares; (ii) a change in control of a licensee; (iii) the direct or indirect transfer or acquisition of a licence; and (iv) transactions which, based on the Commission’s preliminary assessment, may result in a substantial lessening of competition or a dominant position in one or more communications markets. We note, however, that the Joint Press Statement refers to a threshold of “10% or more”, whereas the Regulations apply to acquisitions of “more than 10%” of a licensee’s shares. The practical significance of this distinction may require further clarification from the Commission.
In either case, transactions falling within the applicable threshold are subject to notification and the Commission’s prior approval, with notification required at least 60 days before the completion date.
Consequences of Non-Compliance
Following the expiration of the 45-day regularisation window to regularise any unapproved shareholding changes above 10% shareholding that commenced on 1 December 2025, strict enforcement now applies. Transactions completed without prior NCC approval may be declared null and void, reversed, or attract fines, sanctions, suspension or revocation of licences. The CAC will also refuse to register any 10% or more shareholding change without the NCC’s prior approval and Letter of No Objection. Accordingly, communications companies, such as telecommunications operators, internet service providers, value-added service providers, telecommunications equipment vendors, submarine cable operators and other communications infrastructure providers, that have effected, or intend to effect, a transfer of ownership or control of 10% or more of their shareholding must obtain the NCC’s prior approval and Letter of No Objection before seeking registration with the CAC.