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A REVIEW OF THE NIGERIAN TAX REFORM ACT 2025 AND THEIR IMPLICATIONS FROM JANUARY 2026

Civil Litigation, Corporate Practices, Expatriate Services

In a significant move aimed at strengthening Nigeria’s fiscal framework and improving its investment climate, the Federal Government enacted four landmark tax laws on 26 June 2025. These include the Nigeria Tax Act, Nigeria Tax Administration Act, Nigeria Revenue Service (Establishment) Act, and the Joint Revenue Board (Establishment) Act. Collectively referred to as the Nigerian Tax Reform Acts, these laws became fully operational on 1 January 2026. Despite public debate surrounding their enactment, the reforms are fundamentally designed to simplify tax administration, reduce the burden on compliant taxpayers, broaden the tax base, and reposition Nigeria as a more competitive destination for local and foreign investment.

UNDERSTANDING TAX REFORM IN NIGERIA
Tax reform involves comprehensive changes to a country’s tax system, covering both how taxes are imposed and how they are administered. Prior to these reforms, Nigeria’s tax framework was largely fragmented,
governed by multiple overlapping statutes. The new regime introduces a consolidated, transparent, and more equitable system intended to support sustainable national development and improve the ease of doing business. Under the reforms, taxable persons are broadly defined to include individuals and entities that earn income or carry out economic activities within Nigeria, reinforcing the government’s objective of expanding compliance while reducing arbitrariness.

INSTITUTIONAL FRAMEWORK AND ADMINISTRATION
The Federal Government retains primary responsibility for tax policy formulation and legislation. However, the operational role is now vested in the Nigerian Revenue Service (NRS), which replaces the former Federal Inland Revenue Service (FIRS). The NRS is charged with the assessment, collection, enforcement, and administration of federal taxes and related revenues under the new framework.

KEY HIGHLIGHTS OF THE NIGERIAN TAX REFORM ACTS
• Expanded tax relief for small companies: Small companies now benefit from significantly higher exemption thresholds. Businesses with annual turnover not exceeding ₦100 million and fixed assets of ₦250 million or less are exempt from Companies Income Tax, Capital Gains Tax, and the newly introduced Development Levy. This represents a major increase from the former ₦25 million threshold and is intended to stimulate small business growth.

• Introduction of a unified Development Levy: Companies that do not qualify as small companies are now subject to a Development Levy of 4% on assessable profits. This single levy consolidates several existing charges, including the Tertiary Education Tax, IT Levy, NASENI Levy, and Police Trust Fund Levy, simplifying compliance and administration.

• Increase in Capital Gains Tax
Capital Gains Tax for companies has been increased from 10% to 30%, aligning it with the Companies Income Tax rate and addressing previous opportunities for tax arbitrage. For individuals, capital gains are now taxed in line with applicable personal income tax bands.

• Taxation of indirect share transfers
The reforms introduce Capital Gains Tax on indirect transfers of shares in Nigerian companies carried out through offshore entities, subject to applicable tax treaty reliefs. In addition, the exemption threshold for share disposals has been increased to ₦150 million within a 12-month period, provided gains do not exceed ₦10 million.

• More progressive personal income tax regime
Individuals earning ₦800,000 or less annually are now exempt from personal income tax, while higher earners are taxed progressively at rates of up to 25%. Compensation for loss of employment or injury is also exempt up to ₦50 million, an increase from the previous ₦10 million cap.

• Minimum Effective Tax Rate for large companies
Multinational groups with global turnover of €750 million or more, or Nigerian companies earning ₦50 billion or above annually, are now subject to a minimum effective tax rate of 15%. Where subsidiaries pay tax below this threshold, a top-up tax may apply, subject to defined exemptions.

• Clearer residency rules
The reforms provide a clearer definition of tax residence for individuals, focusing on economic interests and family ties. This clarification reduces uncertainty and broadens the personal income tax base while addressing
prior inconsistencies.

• Zero-rated VAT on essential goods and services
The scope of zero-rated VAT has been expanded to cover essential goods and services, including basic food items, healthcare, pharmaceuticals, educational materials, electricity services, tuition fees, and most exports.
Businesses in these sectors may now reclaim input VAT, a significant shift from the previous regime.

• Introduction of a Tax Ombuds Office
An independent Tax Ombuds Office has been established to handle taxpayer complaints and resolve disputes relating to taxes and levies, strengthening accountability and taxpayer protection.

• Adoption of VAT focalization and e-invoicing
Nigeria has formally adopted VAT focalization and compulsory electronic invoicing, requiring businesses to use approved systems for VAT reporting and remittance. This move enhances transparency and aligns Nigeria with global digital tax practices.

CONCLUSION
The Nigerian Tax Reform Acts represent a bold attempt to create a fairer, more efficient, and investment-friendly tax system. By supporting small businesses, protecting low-income earners, and ensuring that larger and multinational companies contribute equitably, the reforms are expected to improve compliance, reduce disputes, and strengthen public revenue.

WHAT WE DO AT AMADI, IKEJIANI & CO.
Our firm continues to advise individuals and businesses on navigating the practical and compliance implications of Nigeria’s evolving tax regime. For tailored guidance on how these reforms may affect your operations, please contact our Tax and Corporate Advisory team.

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Fladgate strikes upbeat note at start of UK financial reporting season with 10% revenue jump

Trademark

Fladgate has kicked off the UK law firm financial reporting season on an upbeat note by posting revenue growth of 10% for the 2022/23 financial year to £74m.

The results mean the London-based top 100 firm has grown revenue by 43% over the past two years. The firm said it would also be a record year for profit per equity partner (PEP), which it expects will exceed £930,000 for the year ending 31 March, up around 6% from last year’s 875k.

Fladgate managing partner Grant Gordon said the firm had seen solid growth across its practice areas.

“The current market opportunity for Fladgate, given its focus on premium work for fast-moving and entrepreneurial businesses and high-net-worth-individuals, has held up well. Indeed, given the nature of the businesses and individuals we work with, the ongoing economic challenges actually present quite a few opportunities for our clients and therefore for the firm.”

The firm, which is highly ranked by the Legal 500 for its work on matters including smaller M&A deals (worth up to £50m), immigration and gaming and betting, added 11 new partners over the previous financial year through a combination of lateral hires and internal promotions.

The six partner laterals joined the firm’s finance funds and regulatory, real estate disputes, immigration, corporate, tech/IT and dispute resolution teams from rival firms including Reed Smith, DWF and Howard Kennedy. Fladgate said the hires were in line with its aim to rapidly build out skills and experience that complement its market position.

Alongside the promotion of five senior associates to partner, Fladgate also promoted chief operating officer, David Rowe, to partner.

Two years ago the firm introduced a new governance and leadership model to support its business plan. The model separated governance and oversight from the strategic and day-to-day running of the firm by establishing two new bodies – a governing board and an executive board. The former is led by the firm’s senior partner, Sunil Sheth, while the latter is headed by Gordon.

The firm traditionally posts its provisional numbers well ahead of most top 100 UK firms, the bulk of which report in the second half of June and July. As has been the case among US firms, which have a calendar financial year, this year’s UK financial results are expected to be signficantly more muted – and mixed – than in 2022, when the UK top 50 reported a 10.9% increase in revenue, according to Law.com.

Earlier this week, Dechert revealed it had started a redundancy process in London as part of plan to cut its global workforce by 5% in response to ‘existing and projected demand’.

However, the Magic Circle firms Allen & Overy and Linklaters struck a more positive note last week when they raised newly qualified starting salaries by 16% from £107,500 to £125,000 having last year failed to match Clifford Chance and Freshfields Bruckhaus Deringer in raising their rates, challenging market conditions.

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London real estate heavyweight and BCLP EMEA senior partner Robert MacGregor to retire

Trademark

UK law firm BCLP has announced that senior partner EMEA, Robert MacGregor, is set to retire later this year.

MacGregor, a real estate lawyer, will step down in September after a career of more than 40 years, during which he has advised on many of Central London’s largest office and mixed-use development projects.

BCLP said MacGregor had been instrumental in advancing the firm’s strategy and building its 750-strong real estate practice, now led by global head of real estate, Chris de Pury, and Sam Narula, who leads the UK real estate practice.

Lisa Mayhew, BCLP’s co-chair, commented: “We are indebted to Robert for the enormous contributions he has made in our firm and his relentless pursuit in serving our clients. He is respected and admired by everyone who has had the privilege of working with him and we are so grateful for the performance culture legacy he leaves behind him.

“In terms of our real estate sector business, he has been instrumental in building our number-one-ranked multi-disciplinary real estate practice, which leverages our international platform to assist clients with a full range of domestic and cross-border, big-ticket international real estate mandates.”

MacGregor qualified at legacy firm Titmuss Sainer & Webb in 1985 and was made a partner there in 1989. He moved to Clifford Chance in 1990 to join a team led by David Bows and Andrew Rolfe who were acting for Olympia & York on the development of Canary Wharf, a project which was to prove influential throughout the remainder of his career.

He became a partner at Clifford Chance in 1992 before leaving in 2004 to join legacy firm BLP as head of real estate and a member of the board with a brief to help transform BLP’s real estate business and work as part of then managing partner Neville Eisenberg’s management team to grow and internationalise the firm.

In 2012 he became chairman, handing over the head of real estate role to de Pury in 2013. On the firm’s 2018 merger with Bryan Cave, he took on his current role of senior partner EMEA and as a member of BCLP’s board.

MacGregor maintained a busy transactional practice alongside his management roles that has seen him work with clients including Canary Wharf, Aviva, JP Morgan Asset Management and Citibank, among others.

BCLP described him as ‘one of an early group of London real estate lawyers who, as the real estate market evolved in the 1990s, took the opportunity to lead multi-disciplinary teams on transactions for clients and who also travelled with clients to do those sorts of deals internationally.

In the mid 1990s he acted for Paul Reichmann’s syndicate to re-acquire Canary Wharf from the administrators and then led teams advising on the subsequent development, financing and sale of many of Canary Wharf’s largest buildings. Late last year he also advised the group on its 50/50 life science JV with Kadans.

Over the course of his career he has also acted on the development and related JVs and/or sales of London landmarks including 20 Fenchurch Street, 21 Moorfields, Winchester House, 120 Fleet Street, Chelsea Barracks and Greenwich Peninsula, among others.

MacGregor said: “I have been remarkably fortunate to have had so many very able and supportive colleagues to work with during my career and without their help and expertise I could not have transacted a fraction of the deals I have been lucky enough to be involved with.

“Much has changed in law and real estate over the last 40 years but the buzz from working with great clients and colleagues on interesting transactions has not. It’s been terrific to be part of some wonderful teams and I hope that over the years I have been able to provide some of my younger colleagues with the encouragement and opportunities that were given to me.”

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Nixon Peabody and Stroock target summer merger deal, media report states

Civil Litigation, Corporate Practices, Expatriate Services, Trademark

US law firms Nixon Peabody and Stroock & Stroock & Lavan are in merger talks with the ambition of announcing a tie-up in the summer, according to a media report.

The news, reported by Law.com citing sources with independent knowledge of the negotiations, follows a series of team exits from Stroock since the start of 2022, including the departure of a market-leading 43-strong restructuring group to Paul Hastings last spring.

A merger between New York-headquartered Stroock and the larger, Boston-based Nixon Peabody would create a firm with more than 800 lawyers and revenue in the region of $800m. Stroock currently has offices in Los Angeles, Miami and Washington DC as well as New York, while Nixon Peabody’s footprint covers 15 offices, including four international bases in London, Singapore, Hong Kong and Shanghai.

Neither firm would confirm the talks, although a Stroock spokesperson commented: “As we have previously reported to the media, growth is our number one priority. Scale is undoubtedly important in the legal industry. We are talking to individuals, groups and firms every day. Should a strategic combination or other arrangement come to fruition, we would announce it as appropriate, but we have no comment on rumors or other speculation.”

Stroock has already held discussions with firms including McGuireWoods, Steptoe & Johnson and Squire Patton Boggs, but the prospects of a deal have been hampered by pensions liabilities and Stroock’s accruals accounting system, according to Law.com.