By Onu Okorie

Investors and shareholders seeking to acquire or transfer significant stakes in Nigerian telecommunications companies will now require explicit regulatory clearance before any such transaction can take effect, following a joint directive issued by the Nigerian Communications Commission NCC and the Corporate Affairs Commission CAC.

Effective immediately, any proposed transfer of ownership or control of shares in an NCC-licensed company amounting to 10 percent or more of total share capital, including a series of transactions that cumulatively cross that threshold, must first obtain a Letter of No Objection from the NCC before the change can be registered with the CAC.

The CAC, for its part, has committed to rejecting any requests for shareholding structure changes submitted by telecommunications companies that are not accompanied by evidence of the NCC’s prior consent and approval.

The directive draws its authority from Section 90 of the Nigerian Communications Act 2003, Regulation 28(2) of the Competition Practices Regulations 2007, and Regulation 42 of the Licensing Regulations 2019 — provisions that collectively empower the NCC to scrutinise transactions affecting its licensees and safeguard fair competition within the sector.

In a joint statement, both agencies said the measure was designed to prevent direct or indirect anti-competitive practices, strengthen regulatory oversight of significant ownership changes, and preserve a fair and competitive market structure across Nigeria’s communications industry.

The regulators added that the requirement would promote transparency, reinforce investor confidence, and provide greater regulatory certainty — factors they described as essential to the long-term sustainability and stability of the sector.

The new rule carries particular significance for Nigeria’s telecoms market, which has seen growing investor interest and deal activity in recent years, including major ownership changes at some of the country’s largest operators.

By requiring regulatory sign-off before transactions of scale can be formalised, the NCC and CAC are effectively positioning themselves as gatekeepers against any moves that could tilt the competitive balance in the sector, whether through stealth accumulation of controlling stakes or through coordinated series of smaller transfers designed to sidestep oversight.

Both agencies reaffirmed their commitment to working closely together to advance a transparent, stable, and competitive business environment, pledging to continue supporting the orderly and sustainable development of Nigeria’s communications sector.