The Nigerian Communications Commission (NCC) and the Corporate Affairs Commission (CAC) issued a joint circular on 21st June 2026 on the requirements for the prior approval of NCC for changes in the shareholding or ownership structure of licensed communications companies in Nigeria.
NCC is the regulatory authority responsible for the issuance of communications licenses, supervising and regulating the activities of licensed communications companies in Nigeria. CAC on the other hand is the regulatory agency responsible for the registration of companies and processing of changes in registered companies including shareholding, directorship, etc.
Prior Approval of Proposed Changes
Specific laws and regulations including the Nigerian Communications Act 2003, Competition Practice Regulations 2007, and the Licensing Regulations, 2019 being enforced by NCC provide NCC with the power to oversee and review transactions affecting licensed communications companies and promote fair competition in Nigeria.
Regulation 42 of the Licensing Regulations 2019 specifically makes it mandatory for the prior approval of NCC to be sought and obtained before any proposed transfer of shares in a licensed communications company is implemented. The requirement for this approval applies in any case where the shares to be transferred exceeds ten (10) percent of the total share capital of the licensed communications company. It is important to note that the application for the prior approval of NCC mut be submitted to NCC at least 90 days before the proposed date of the share transfer or the specific date stated in the license of the communications company. NCC is required to review the application and approve or decline it within 30 days of receiving the application.
The condition for the prior approval of NCC to be obtained before any share transfer is implemented in any licensed communications company is usually a part of the license conditions of these licensed communications companies. In some specific licenses, the condition for applying for prior approval is to notify NCC at least 30 days before the transfer of share transaction is implemented or concluded.
Enforcement by the Corporate Affairs Commission
In a joint inter-regulator’s enforcement collaboration, CAC has indicated its intention to immediately require licensed communications companies to provide a letter of no objection from NCC for the transfer of shares amounting to ten (10) percent or more of the company’s total share capital, as well as any series of share transfers which in aggregate exceed ten (10) percent of the total share capital of the communications company. This means CAC will not approve any post-incorporation application for transfer of shares of 10% or more which is not supported by prior approval of CAC.
We observe that the requirement of the circular for approval to be obtained for transfer of shares which amounts to ten (10) percent contradicts regulation 42 of the Licensing Regulations 2019 and the condition of license of many licensed communications companies which provide that the transfer of shares must exceed ten (10) percent before NCC’s prior approval would be required. This begs the question if the circular has changed the provision of regulation 42 of the Licensing Regulations 2019 and the license condition on the pre-notification of changes in shareholding of licensed communications company? We do not think the circular can legally do so but this is left to be answered by NCC itself.
The requirement to obtain NCC prior approval for transfer of shares exceeding ten (10) percent will obviously not apply to communications companies that are yet to obtain operational licenses from NCC and this ought to be noted by CAC.
Why is this Necessary?
NCC requires licensees to obtain prior approval for transfer of its shares as a way of preventing direct or indirect anti-competitive practices, promoting transparency, regulatory certainty, sustainability and stability of the Nigerian communications sector while preserving a fair and competitive market structure within the sector.
Conclusion
NCC and CAC has collaborated to ensure that NCC’s prior approval is obtained before shares exceeding ten (10) percent can be transferred in a licensed communication company before such transfers can be processed by CAC. The requirement to obtain approval apply to licensed communications company and does not apply to communications companies that are yet to obtain operational licenses from NCC. However, it is left to be seen how CAC would enforce this requirement for NCC’s prior approval against only licensed communications companies by not requiring communications companies that are yet to obtain operational licenses to provide such prior approvals. Will NCC share its database of licensees with CAC to do this? As the implementation of the circular begins, the jury is out to determine how the enforcement would be implemented by CAC without unduly requiring communications companies yet to obtain operational licenses to obtain prior approval which they do not require and cannot obtain.
