The Nigerian “Persons with Significant Control Regulations 2022”, defined a Person with significant control (also referred to as a beneficial owner) as a natural person that owns or controls a legal entity. The significant control exercised by the person can either be direct or indirect. A person with significant control could also be a person who holds at least 5% of the issues shares or exercises at least 5% of the voting rights whether directly or indirectly. Section 868 of the Companies and Allied Matters Act 2020 also has a similar definition.

The PSC Regulations was enacted to make further provisions in addition to CAMA to regulate PSCs. Also, Nigeria unveiled its Open Central Register of Beneficial Ownership, also known as the Persons with Significant Control (PSC) Register, on Thursday, May 25, 2023. This aligns with the country’s commitment made during the Anti-Corruption Summit in London on May 12, 2016.

The Corporate Affairs Commission, Nigeria, on November 3, 2023 published a public notice to remind the general public, and specifically, companies operating in Nigeria, along with their directors and officers, that compliance with the Companies and Allied Matters Act 2020 (CAMA) necessitates the annual filing of returns with the Commission. This followed the substantial non-compliance observed by the Commission despite its Companies Regulations 2021 which prescribed more stringent penalties than currently imposed.

The Business Facilitation (Miscellaneous Provisions) Bill 2022 was signed into law by the President of the Federal Republic of Nigeria on the 8th of February 2023 and it became the Business Facilitation (Miscellaneous Provisions) Act. The Act amends 11 business-related laws, one of which is the Companies and Allied Matters Act 2020. The amended provisions in the Business Facilitation (Miscellaneous Provisions) Act of 2023 (BFA) have several implications for businesses. This article will consider the impact of the amended provisions on the private ownership of shares and assets.