The concept of disclosure of Beneficial Ownership (“BO”) or Persons with Significant Control (“PSC”) of companies in Nigeria started gaining prominence over a decade ago in the drive to implement the Financial Action Task Force (FATF) recommendations on money laundering and financing of terrorism and further to Nigeria’s subscription to the membership of the Extractive Transparency Initiative (ETI) and Open Government Partnership (OGP).
However, there has been no statutory framework until the Companies and Allied Matters Act was enacted in 2020 (the “CAMA”). CAMA introduced the statutory framework for PSCs and imposed specific disclosure obligations. Further, the CAC has issued the Persons with Significant Control Regulations, 2022 (the “Regulations”) pursuant to section 867 of CAMA. The CAMA and the Regulations set out the legal framework for the disclosure of relevant PSC information in Nigeria.
The obligation applies to all types of companies and limited liability partnerships (“LLP”) registered at the Corporate Affairs Commission (the “CAC”) and extends to state-owned entities and foreign companies exempted from incorporating a Nigerian company under section 80 of CAMA (“foreign-exempted companies”).
CAMA also imposes an obligation on the CAC to maintain a register of PSCs and the CAC recently launched the Persons with Significant Control Register (“PSC Register”) in compliance with the requirements of CAMA. The register is accessible to the general public via the CAC’s website.
We expect to see enforcement actions by the CAC against companies that are yet to comply with the PSC disclosure obligations under CAMA and the Regulations below. We have provided key highlights of the PSC obligations below.