Tetralex Legal & Advisory

27/06/2025

DAWN OF A NEW ERA! THE TAX REFORM ACTS, WAVES OF REPEALS AND AMENDMENT, AND THE CONTROVERSIES

The signing of the Nigerian tax reform Acts into law on May 26, 2025 is perhaps the greatest single tax event of all times in Nigeria. Months of a committee’s fireworks, intensive debates and discussions across the nation, fierce agitation by multiple groups with diverse interests, avalanche of changes, redrafts, and reconsiderations; and legislative reconciliation, consolidation, and fine-tuning, all came to an end in few minutes of appending the most powerful signature in Nigeria to four spaces in four bills, birthing: Nigeria Tax Act (NTA); Nigeria Tax Administration Act (NTAA); Nigeria Revenue Service (Establishment) Act; and Joint Revenue Board (Establishment) Act.

The controversies of the enactment period, reminiscent of what preceded the Petroleum Industry Act, 2021 (PIA) has ended. This end ushered in a new era, of sweeping repeals and amendment of pre-existing revenue laws - the PIA itself is significantly amended. Several laws that hitherto ruled the Nigerian tax world have been shown the exit door by the Nigeria Tax Act (NTA). NTA sent the: Companies Income Tax Act, VAT Act, Personal Income Tax Act, and many others, past the door of no return.

Countless roles and responsibilities have changed hands, most notably, the consolidation of revenue collection in the Nigeria Revenue Service. Tax compliance duties and tax burdens have been substantially eased up.

Legal controversies are also brewing, as is the case in virtually all major changes in the legal and tax sphere – controversies of administration and compliance; controversies of interpretation; the controversy of reconciling and transiting rights, duties, and processes, from the old legal era to the new legal era. NUPRC shall not only handover collection of royalties to the Nigerian Revenue Service, but shall also retroactively account to NRS for all such royalties due for the ten (10) preceding the Act - Section 118, NTA.

And then, what may be the maiden controversy - the Acts have no Commencement Dates. It has been announced that the Acts shall come into force on January, 1, 2026, a noble decision, granting stakeholders ample transition period to get ready. But, by law, can the operation of the Acts be so suspended? An Act comes into force on the commencement date provided by the Act. If the Act states no commencement date, then it is deemed to come into force on the date of the Presidential assent – Section 2(2)(a) of the Interpretation Act. So, can a taxpayer not insist on a benefit under the Act from June 26, 2025?

In all, it is a dawn of a new era, and the first phase is mass awareness and orientation for the taxpayers, and retraining and relearning for the tax authorities and the tax professionals.
https://tetralex.com/2025/06/27/echoes-of-tax-law-dawn-of-a-new-era-the-tax-reform-acts-the-waves-of-repeals-and-amendment-and-the-controversies/

Nigerian Tax Reform Acts, 2025 - the Changes and the Controversies

26/06/2025

ECHOES OF TAX & LAW - TAXATION OF NIGERIAN AND NON-NIGERIAN COMPANIES - SIGNIFICANT ECONOMIC PRESENCE
In the tax context, Nigerian companies are companies incorporated in Nigeria; while non-Nigerian companies are those incorporated in other countries. Ownership, or control, does not determine the status.
Companies are taxed on their profits accruing in, derived from, brought into, or received in, Nigeria. A Nigerian company pays tax on its global income - its profits, wherever they have arisen from in the world. For a non-Nigerian company, its profit is deemed to have accrued from Nigeria, and hence taxable in Nigeria under any of the following circumstances:
a) if the company has a fixed base (a physical space, structure or instrument through which it usually operates) in Nigeria;
b) if the company regularly runs a business through a dependent agent (a person in Nigeria authorized to represent the company or its related company in business operations in Nigeria);
c) if the company carries out a turnkey project (business or activities involving a single contract for surveys, deliveries, installations or construction);
d) where the company conducts business with another related entity in Nigeria under terms and conditions considered to be artificial or fictitious, FIRS would carry out adjustments to reflect arm‘s length transaction.
To capture taxable digital activities and the resulting taxable income accruing to foreign businesses, the Finance Act, 2019 added the following e-commerce activities, namely: transmission, emission or receipt, of signals, sounds, messages, images or data of any kind by cable, radio, electromagnetic systems or any other electronic or wireless apparatus to Nigeria in respect of any activity, including electronic commerce, application store, high frequency trading, electronic data storage, online adverts, participative network p platform, online payments and so on.
Taxability of these activities, is only to the extent that the foreign company has Significant Economic Presence in Nigeria. The Significant Economic Presence Order, 2020 states conditions under which a foreign company involved in remote operations in Nigeria would be deemed to have Significant Economic Presence in Nigeria, in order to attract Nigerian income tax, which include: where such company derives gross turnover or income of more than N25,000,000 or its equivalent in other currency, from either streaming or downloading of digital content, transmission of data collected about Nigerian users for data analytics, provision of goods and services or provision of intermediation services through a digital platform; or if the company uses a Nigerian domain name, or registers a website in Nigeria.
The taxable foreign companies are also mandated to file tax returns in Nigeria.
https://lnkd.in/dDjiP6w5

20/06/2025

ECHOES OF TAX AND LAW - TAXATION MADE EASY BY DR JEROME OKORO

19/06/2025

ECHOES OF TAX AND LAW
REAL ESTATES: CONFIRMING ROOT OF TITLE IN PROPERTY PURCHASE

* Seeking to acquire property, you might have been given a copy of the registered title document (Deed of Assignment or Deed of Conveyance), and the Certificate of Occupancy. You might even have got a search report from the Land Registry which confirms the registration and indicates absence of encumbrance. Still, it is not yet time to feel safe and proceed to payment and signing of deed.

* Due diligence, to avoid losses, protracted litigation, and heartbreak, from real estate deals, does not end at the routine search in the Land Registry. In fact, for a search in Lagos, the payment receipt for a Certified True Copy of the registered title document bears the inscription: “THIS CERTIFICATION DOES NOT CURE ANY DEFECT IN TITLE” – strong message which many ignore.

* After confirming registration and absence of encumbrance at the Land Registry, the root of title of the vendor (assignor) seeking to sell the property to you, must be verified – from whom did he acquire the property?

* The property ownership history narrated at the Recital of the registered deed given to you must be verified, and must be connected to the vendor in his real name in the last transaction. If there is a disconnect of the history from the vendor or at any point before the vendor, run to safety with your hard-earned money.

* The vendor might have purchased the property from a previous vendor who lacked title over property; or the previous vendor might have purchased from someone down the line who lacked title. In either case, a Deed of Assignment registered by the vendor and presented to you, is not true evidence of ownership by the vendor seeking to sell the property to you.

* Land Registry search confirms registration of vendor’s title and absence of encumbrance. confirming root of title (true ownership of the property at various periods in the history line) involves contacts and enquiries outside the Land Registry.

13/06/2025

With the waves of actions and attention on startup ventures in Nigeria, and indeed the remarkable strides of the Startups, Tetralex Echoes of Tax & Law offers these crucial insights and clarifications on Nigerian Startups and taxation, especially in the area of tax incentives.

The first critical point is understanding what “startup” means in the context of the copious incentives availed to startups under the law, and the regulatory requirements of such ventures. There is wide misconception on the term, as it is often used interchangeably with Small and Medium Scale Enterprises or budding businesses. In effect, teething business entities, low capital base enterprises, and business ventures in largely unexplored industries, readily present themselves as startups for capital-boosting partnerships and even the statutory incentives and compliance exemptions specified for startups. The Nigeria Startup Act, 2022 (“the Act”) created a scope for Startups in Nigeria.

A startup under the Act is a company in existence for not more than 10 years, with its objectives being the creation, innovation, production, development or adoption of a unique digital technology innovative product, service or process.

Thus, the entity seeking recognition as a startup must be incorporated at the Nigerian Corporate Affairs Commission as a Limited Liability Company (Note, not registered Business Name or Partnership – there will be another Echoes on the Tax Difference between a Company and these other registered entities). Secondly, the company so incorporated, must be granted the startup label, in line with the Act, to enjoy the incentives in the Act.

To become a labelled startup, the company shall submit an application the Secretariat of the National Council for Digital Innovation and Entrepreneurship (“the Secretariat”) on the Startup Portal, in the prescribed form, and accompanied with prescribed documents.

The tax incentives for labelled startups include:

 Tax reliefs and incentives under the under the extant Pioneer Status Incentives Scheme where the labelled startup falls within industries captured under the scheme. The application is made through the Secretariat with the advantage of expeditious approval from NIPC.

 Exemption from income tax (or any other tax chargeable on its income or revenue)
for a period of three years and an additional two years if still within the period of a labelled startup (in line with the Industrial Development
(Income Tax Relief) Act.

 Tax deductibility of any of its expenses on research and development, wholly incurred in Nigeria

 Exemption from contributions to the Industrial Training Fund where the labelled startup it provides in-house training to its employees for the period when it is designated as a labelled startup.

 5% Withholding Tax is borne by non-resident companies (NRCs) providing technical, consulting, professional or management services to a labelled startup which shall be the final tax to be paid by such NRCs.

 A labelled startup is entitled to tax refund or offset of future tax liabilities from a Withholding Tax paid for it during its period of income tax relief.

Notwithstanding the foregoing and other possible reliefs from income tax, a labelled startup is bound by law to the following tax obligations:

 file its income tax returns with FIRS for every Accounting Year;
 charge and remit VAT on its products and services to FIRS; and

Under the Guidelines for Nigerian Content Development in Information and Technology 2019, the Nigerian Federal Government requires companies to engage Startups in projects involving the Federal Government or any of its agencies if the gross value of the project contract is N 500 million naira or more.

The general incentives under the Tax laws also avail Startups based on the possession of the underlying. For instance, Sections 16 and 22 of the Finance Act 2019 has categorized companies into small, medium and large based on the varying annual gross turnovers for the purpose of taxation. Thus, a Startup with a gross annual turnover of N25 million or less is a small company, and hence exempted from Companies Income Tax (but is still bound to file income tax returns – Section 55 of the Companies Income Tax Act). A Startup with less than N25 Million VAT-liable supplies in a year is exempted from VAT.

13/06/2025

ECHOES OF TAX AND LAW - UNDERSTANDING THE NIGERIAN TAX REFORM BILLS with Dr. Jerome

09/07/2022

Our Managing Partner, Dr. Jerome Okoro will on Monday, July 11, 2022, join other experts to discuss entry barriers to private firms into the Nigerian oil and gas industry. The event being organized by Enermics Consulting Limited is meant to present critical issues and responses on the common entry challenges in the petroleum industry, such as: corporate structure, financial and technical capacity, and contractual and regulatory issues of acquisition, with much of the discussion in the light of the Petroleum Industry Act. Please see details below.

13/06/2022

As we celebrate democracy, remember the debt you owe democracy - to participate in democracy. Your instrument of participation is your vote. Never underestimate the power of your vote. Get your PVC. Put it to the best use, for the positive change you desire. HAPPY DEMOCRACY DAY.

30/04/2022

Oil and gas marginal fields, distinguishable from the normal fields basically by reserve volume and production capacity, now constitute a subsector in the petroleum industry. The programme of identifying the fields and increasing indigenous participation in the industry through them kicked off in 1996 with an amendment to the Petroleum Act. The first licensing round on the fields took place in 2003. In a recent licensing round, 57 marginal fields were awarded, marking the highest number of field awards in a single round. Now, the focal point is: how to solve the funding needs and realize first oil from the fields; how to optimize MEGA opportunities in MARGINAL fields. These are what key industry players, consultants and legal experts gathered in Southern Sun, Ikoyi Lagos to solve, in an event tagged, "FROM LICENCE TO OIL: FUNDRAISING FOR MARGINAL FIELDS". Tetralex Legal & Advisory was amply represented.

17/04/2022

Best of the Easter season to you all.

01/04/2022

TETRALEX moves to Dolphin.

Our light beams far ahead;
and so we see a new and amazing legal world;
we see and dare a Terra incognita;
we see a world of endless opportunities;
we see hope.
Tetralex comes with a legal revolution.
We stretch forward our arms of warm fellowship and let out our voice of goodwill to the world.
With delight, we announce our change of address from 52 Awolowo Road, Ikoyi, Lagos to 111B Ikeja Way, Dolphin Estate, Ikoyi, Lagos. Yes, our new address, but the whole wide world remains our base.

25/03/2022

Our Managing Partner, Jerome Okoro will be among the facilitators at the maiden edition of the FISCAL MANAGEMENT SERIES with the theme “In-Depth Study of The Federal High Court (FIRS) Practice Directions, 2021 And Its Effect on Businesses”, organised by the Nigerian Association of Chambers of Commerce, Industry, Mines and Agriculture (NACCIMA) in partnership with Taxpeople Advisory Services.

Topics:
• Conditions precedent to applications under, and overall impact of, the FHC (FIRS) Practice Directions, 2021 on the Business Environment in Nigeria.
• Who, Where, What and How of applications under the Federal High Court (Federal Inland Revenue Service) Practice Directions, 2021.
• Expectations From Businesses in The Light of The Federal High Court (Federal Inland Revenue Service) Practice Directions, 2021.
Please see flier to register.