Local Content Requirements for Companies with Foreign Ownership in Nigeria

Introduction

Companies with foreign ownership are entities incorporated in Nigeria but owned wholly or partly by non-Nigerian individuals or corporate bodies. Nigeria permits foreign participation across most sectors of its economy, and foreign investors may acquire up to 100% ownership of a Nigerian company, subject to compliance with statutory requirements and sector-specific restrictions.

The Companies and Allied Matters Act (CAMA), 2020 allows for 100% foreign ownership of businesses in Nigeria. Similarly, the Nigerian Investment Promotion Commission (NIPC) Act, 1995 also permits 100% foreign ownership, except in sectors with local participation reserved for Nigerians such as certain agricultural activities, cottage industries, and small-scale enterprises, as well as activities on the negative list. The negative list prohibits investment by both Nigerian and foreigners in areas such as the production of arms and ammunition, production of and dealing in narcotic drugs and psychotropic substances, production of military and para-military wear and accoutrements, as well as any additional activities designated from time to time by the Federal Executive Council.

While CAMA and the NIPC Act permit full foreign ownership of companies registered in Nigeria subject to the exceptions stated above, certain industries while permitting foreign ownership of companies, impose local content requirements that restrict full foreign ownership. These requirements do not necessarily prohibit foreign investment but aim to ensure that Nigerian labour, materials, expertise, and enterprises are meaningfully integrated into operations within those sectors.

Local content refers to the contribution a business project makes to the host community or country beyond the direct revenue or profits derived from project. It involves the use of local labour, expertise, suppliers, goods and services, building local capacity, and transferring technology.

Governments adopt local content frameworks to encourage domestic participation, foster sustainable economic development, strengthen local capacity, and promote knowledge transfer. This article highlights the key local content requirements in various Nigerian sectors to guide foreign investors in assessing compliance obligations and structuring investments appropriately.

Local Content Requirements in the Oil and Gas Industry
The local content obligations in Nigeria’s oil and gas sector are governed by the Nigerian Oil and Gas Industry Content Development Act, 2010 (Local Content Act) which provides a comprehensive framework for local content implementation and defines local content as the quantum of composite value added to or created in Nigeria through utilization of Nigerian resources and services in the petroleum industry resulting in the development of indigenous capability without compromising quality, health, safety and environmental standards. The Act applies to all operations in the Nigerian oil and gas industry including Exploration and Production/Service Companies.

The Act requires that Nigerian companies must be used for services where capacity exists, provides for levels of minimum thresholds for Nigerian ownership regarding the provision of different services in the sector, employment, and training; establishment of project offices in areas of operation; preference for Nigerian goods, services, and labour.

Companies formed and registered in Nigeria in accordance with the provisions of CAMA and not having less than 51% equity shares by Nigerians are regarded as Nigerian companies by the Local Content Act. International or multinational companies that work through their Nigerian subsidiaries must also satisfy the minimum local content requirement with respect to the equipment deployment for execution of works by ensuring that a minimum of percentage of the equipment is owned by the Nigerian subsidiaries. Failure to comply with the local content requirements applicable in the oil and gas sector attracts sanctions and penalties which can include fines, cancellation of the project or both.

The Local Content Act remains one of Nigeria’s strongest industry-specific local content frameworks, shaping how foreign and multinational companies structure their operations, partnerships, and investments in the oil and gas sector.

Local Content Requirement in the Maritime Industry
Local content development in the Nigerian maritime sector is primarily driven by the government to foster local capacity development. The enactment of the Coastal and Inland Shipping (Cabotage) Act, 2003 was one of the earliest initiatives by the Nigerian government to foster local capacity by implementing local content policies. The Cabotage Act is designed to promote local content and empower indigenous stakeholders in the shipping industry. It stipulates that vessels engaged in domestic trade must be wholly owned by Nigerian citizens, manned exclusively by Nigerian crew, built and registered in Nigeria. These provisions ensure that the economic benefits of coastal shipping accrue primarily to Nigerians.

However, where local capacity is insufficient, waivers may be provided as a temporary measure from local content requirements pending the development of indigenous capability. To support the Cabotage framework, the government established the Cabotage Vessel Financing Fund (CVFF), aimed at providing financial assistance to Nigerian shipowners to acquire and operate vessels that meet cabotage requirements.

Local content obligations under the Local Content Act, 2010, also significantly affect maritime operations. The Act requires that vessels used in oil and gas operations be Nigerian-flagged, crewed, and, where possible, built or maintained locally. The Petroleum Industry Act, 2021 also broadens the application of local content to cover marine services across all oil and gas licenses, leases, and contracts. As a result, maritime operators are now pivotal to oil-sector compliance, with oil companies required to patronize Nigerian shipping companies, shipyards, and maritime professionals.

Local Content Requirements in the Mining Industry
The Nigerian Minerals and Mining Act, 2007 regulates all aspects of the exploration and exploitation of solid minerals in Nigeria. Although the Act does not prescribe minimum Nigerian ownership thresholds or explicit preference for Nigerian goods and labour, it embeds local participation through its licensing structure. It provides that to obtain a lease, license or permit, the applicant must be a citizen of Nigeria or a company duly incorporated under the Companies and Allied Matters Act or a Mining Co-operative. Thus, a foreigner or foreign company that intends to legally operate in the Nigerian mining industry must incorporate a local subsidiary in Nigeria. The Act also provides that the holder of a Mining Lease, Small scale Mining Lease or Quarry Lease must, before commencing any development activity within the lease area, execute Community Development Agreement (CDA) with the host community. The CDA will ensure the transfer of social and economic benefits to the community such as apprenticeship, technical training and employment opportunities for indigenes of the communities.

Local Content Requirements in the Aviation Industry
The Nigerian aviation sector is primarily regulated by the Civil Aviation Act, 2022 and the Nigerian Civil Aviation Regulations, 2023, which address a variety of aviation issues, including aircraft registration, consumer protection, staff licensing, and airworthiness. The Regulations provide that to obtain an Air Transport Licence; the applicant must be a company in which Nigerians hold the majority of the shareholding. The Regulations also provide that for an applicant to obtain an Airline Operations Permit; Nigerians must own the majority of the company’s shares. Also, in order to register an aircraft in Nigeria, the Act and the Regulations provide that the aircraft must be owned by a Nigerian citizen or a foreigner who is lawfully admitted for permanent residence in Nigeria or by a company duly incorporated in Nigeria and the aircraft is based and used primarily in Nigeria. There is the Fly Nigeria Bill currently being promoted in the National Assembly, which is the first real effort at developing a Nigerian Aviation local content policy. This Bill seeks to protect and give market share to Nigerian airlines and prevents public funds from being ferried away by foreign airlines but plowed back into Nigerian airlines to generate employment, revenue, access to capital, foreign investment, career projection for core professionals.

Local Content Requirements in the Telecommunication Industry

Nigeria’s telecommunications sector is primarily regulated by the Nigerian Communications Act, 2003. In 2021, the Federal Government launched the National Policy for the Promotion of Indigenous Content in the Nigerian Telecommunications Sector to increase local participation and strengthen domestic capacity in the industry. Under the policy, local content requirements apply to companies involved in manufacturing telecommunications equipment such as smartphones, masts, fibre optic cables, etc., providing services and software for telecommunications sector, research and development. Therefore, companies providing the above services are required to meet the indigenous content requirements which are as follows:

a. incorporated in Nigeria;
b. having its principal place of business in Nigeria; and
c. having at least 51% of its share held by Nigerians.

The policy aligns with Executive Order 005 (2018), which refers to companies that meet the criteria, amongst others of being incorporated in Nigeria; having its principal place of business located in Nigeria; and having at least 51% of its equity held by Nigerians. The overall objective is to create a framework for supporting indigenous telecommunications businesses to become world class service providers among others.

Local Content Requirement in the Insurance Industry
In 2016, the National Insurance Commission (NAICOM) issued a circular titled Utilization of In-Country Capacities of Nigerian Insurers, Reinsurers and Pools Prior to Foreign Facultative Reinsurance. It established local content and empowerment requirements in insurance placements, stating that insurance placements relating to Nigerian risks must first exhaust local capacity before seeking foreign reinsurance. If local capacity is insufficient, insurers must submit documentary evidence showing how local capacity was fully utilised, and obtain written approval from NAICOM before engaging any foreign reinsurer. Under the newly enacted Nigerian Insurance Industry Reform Act 2025, local capacity must be fully utilized for all classes of insurance before they are insured or reinsured abroad, subject to the approval of NAICOM.

Local Content Requirement in the Lottery and Gaming Industry
In Nigeria, lottery and gaming companies are regulated by each state of the federation. This means that they are regulated by the appropriate regulatory body and law in the state(s) in which they operate. For instance, in Lagos State, the Lagos State Lotteries and Gaming Authority Law, 2021 establishes regulatory frameworks that promote local content and empowerment within the lottery and gaming sector in Lagos State. Key provisions include that licensed operators train and employ Nigerians, especially for customer-facing and technical roles. Also, 100% foreign ownership is not permitted as Nigerians are required to hold at least 15% of the shares in a foreign-owned lottery and gaming company to fulfil local content requirement and promote local participation.

Beyond the sectors considered above, there are other local content requirements required in other industries. For instance, foreign investors are prohibited from owning shares or holding board positions in private security guard companies, engineering firms must be registered with the Council for the Regulation of Engineering in Nigeria (COREN), with certain registrations requiring at least 55% Nigerian ownership.

Conclusion
The Companies and Allied Matters Act, 2020 permits 100% foreign ownership of companies in Nigeria, and the Nigerian Investment and Promotion Commission Act similarly allows full foreign participation except in sectors listed on the negative list. However, several key sectors of the Nigerian economy require mandatory minimum local content requirements, limiting foreign ownership and participation to ensure indigenous participation. These policies aim to promote indigenous involvement across strategic sectors, retain value within the national economy, and reduce dependence on foreign expertise and capital. Local content policies are steadily transforming the various sectors from a dependency-based service domain into growth engines capable of driving industrialization, job creation, and capital retention. However, implementation and consistency are keys to the actualization of the intendments of these local content policies. It is recommended that all sectors adopt formal local content frameworks to maximize the economic benefits. With sustained commitment, coordinated regulation, and strategic implementation, Nigerian industries can become self-reinforcing catalysts for national economic growth.

Please note that the contents of this article are for general guidance on the Subject Matter. It is NOT legal advice.

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