30% CGT, indirect transfer rules raise tax stakes for investors

Nigeria’s new 30 per cent Capital Gains Tax (CGT) rate and expanded rules on indirect transfers of Nigerian assets are set to reshape investment and transaction planning, with cross-border deals involving Nigerian companies potentially facing new tax liabilities. 

PwC Nigeria said the reforms, which took effect with the commencement of the Nigeria Tax Act (NTA) on January 1, 2026, increased the CGT rate for companies from 10 per cent to 30 per cent and introduced broader rules covering indirect transfers of shares and interests in Nigerian companies and assets.

The changes are expected to have major implications for investors, businesses and participants in Nigeria’s capital market, particularly those involved in cross-border transactions, corporate reorganisations and the disposal of interests in companies with significant Nigerian assets.

PwC, in its latest publication, titled ‘Nigeria’s Capital Gains Tax reforms: What the new 30% rate and indirect transfer rules mean for investors’, said the new regime means that a transaction involving the sale of a foreign company in jurisdictions such as London, Dubai, Amsterdam or Johannesburg could now create Nigerian tax consequences, even where there is no direct transfer of Nigerian shares.

Under the NTA, gains derived by a non-resident from the disposal of chargeable assets are taxable in Nigeria where the asset is located in Nigeria or deemed to be located in Nigeria.

The new law further provides that shares or comparable interests in foreign entities may be deemed to be located in Nigeria where, at any time during the 365 days preceding their disposal, more than 50 per cent of their value is derived directly or indirectly from Nigerian assets.

In addition, gains arising from a non-resident’s disposal of shares may constitute chargeable…