Strengthening Nigeria's regulatory framework for cross-border transactions

The Central Bank of Nigeria's revised framework for capital importation and repatriation, introduced earlier this year, marks the most substantial revision to Nigeria's cross-border capital rules in nearly a decade. For inbound investors — particularly those structuring acquisitions, joint ventures, or significant equity injections into Nigerian portfolio companies — the practical implications are material and require careful attention at the structuring stage rather than at execution.

The revised framework retains the core requirement that capital imports be processed through authorised dealers and evidenced by Certificates of Capital Importation (CCIs). What has changed is the surrounding architecture: the documentation requirements, the timing of submissions, the treatment of in-kind contributions, and the conditions under which dividend and divestment proceeds may be repatriated.

For foreign acquirers, the most consequential change relates to how the CBN treats the timing relationship between funds inflow and CCI issuance. Under the previous framework, modest delays between inflow and CCI issuance were tolerated in practice. The revised framework codifies a tighter window and contemplates supervisory consequences for inflows that are not properly documented within the specified period. This is a process question, not a substantive one — but process questions have a way of becoming substantive when they go wrong.

Nigerian counterparties — particularly target companies in cross-border M&A transactions — should review their internal processes for handling capital inflows. The revised framework places more responsibility on the Nigerian-side party to ensure that documentation requirements are satisfied at the time of inflow rather than reconstructed afterwards.

For sophisticated investors, the practical adjustment is to bring CCI documentation forward in the transaction timeline. CCIs that were previously treated as a closing-stage matter should now be planned for from execution. The cost of failing to do so is not enormous in absolute terms, but the friction it introduces — and the questions it raises with regulators on subsequent transactions — meaningfully exceed the cost of getting the documentation right at the outset.

The firm continues to monitor implementation of the revised framework, including the supervisory practices that are developing around it. Clients with active or contemplated inbound investment transactions are encouraged to discuss the framework's application to their specific circumstances with their existing engagement partners.