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 gains where the transaction results in a change in the ownership structure or group membership of a Nigerian company, or a change in ownership, title or interest in an asset located in Nigeria.

The expanded indirect-transfer provisions represent one of the most significant changes introduced by the new regime.

PwC identified two possible interpretations of the rules. Under the narrower interpretation, the 50 per cent Nigerian-asset value threshold must first be satisfied before Nigerian CGT can arise.

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Under the alternative interpretation, the change-of-ownership provision could operate as a standalone tax charge, meaning a non-resident disposal resulting in an indirect change in ownership of a Nigerian company or asset could attract CGT regardless of whether the foreign company meets the 50 per cent threshold.

The uncertainty could become particularly important in mergers, acquisitions, restructuring and other cross-border transactions involving Nigerian businesses.

PwC noted that Nigeria now combines the highest headline CGT rate among the major African economies reviewed with one of the continent’s broadest indirect-transfer regimes.

Its comparison showed Nigeria’s 30 per cent rate against 21.6 per cent in South Africa, 20 per cent in Morocco, 15 per cent in Kenya and 25 per cent in Ghana.

While the reforms are intended to strengthen Nigeria’s revenue base and ensure that gains derived from Nigerian assets remain within the country’s tax jurisdiction, PwC highlighted several areas where further clarification is required.

One major issue is whether capital gains will also be subject to Development Levy. PwC said there is uncertainty because capital gains are no longer dealt with under a standalone CGT regime, although there may be grounds for excluding them from the levy.

The treatment of capital losses is another unresolved area. The NTA does not expressly state whether companies can deduct capital losses from capital gains, although it expressly allows individuals to deduct capital losses in determining taxable income.

There is also uncertainty over whether operating losses can be offset against capital gains, or capital losses against operating income under the new framework.

The new regime also does not prescribe how investors should identify the cost base of shares acquired in multiple tranches at different prices. This leaves open questions about whether methods such as first-in, first-out should apply.

PwC warned that the absence of statutory valuation guidance could create additional compliance challenges, particularly when determining the value of unlisted companies or constituent entities within listed groups.

The consultancy said the combination of a 30 per cent CGT rate and taxation of indirect transfers could influence how investors evaluate and structure investments involving Nigerian assets.

It added that the broader rules would make tax due diligence, valuation analysis and transaction planning increasingly important, especially for cross-border deals and corporate reorganisations.

Investors are also expected to pay greater attention to exemptions, reinvestment reliefs and other incentives when assessing investment opportunities.

PwC said the reforms strengthen Nigeria’s fiscal position by closing longstanding gaps in the tax framework and ensuring that value derived from Nigerian assets remains appropriately within the country’s taxing jurisdiction.

However, it stressed that several questions arising during the transition may require clarification through legislative amendments, regulations or administrative guidance.

Such clarification, it said, would help ensure consistent implementation and provide taxpayers with greater certainty as they adjust to the new CGT regime.