LRC Bulletin Issue 04: Year-End Review and Strategic Outlook

Navigating Nigeria’s New Fiscal Era: Insight, Implications and Advocacy for Private Capital

2025 has been one of the most transformative and reform-intensive periods for Nigeria’s private-capital ecosystem since the liberalisation wave of the early 2000s. Sweeping changes across taxation, securities regulation, pensions governance, fund-manager supervision, foreign-exchange policy and sectoral regulation have created a materially different operating environment for funds, fund managers and portfolio companies. These shifts demand sustained, technically grounded engagement and careful policy stewardship.

The PEVCA Legal & Regulatory Committee (LRC) H2 2025 Report brings together leading legal, tax and regulatory practitioners to unpack the implications of this new landscape. The Committee has chosen to focus this edition on the fiscal reframing that sits at the heart of the year’s reforms — most notably the Nigeria Tax Act 2025 and the accompanying Capital Gains Tax provisions — and to place those reforms within the wider constellation of regulatory and market developments that define 2025.

What’s Inside This Edition

1. Fund-Level Implications

A detailed examination of how new corporate tax provisions, Capital Gains Tax (CGT) adjustments, and SME incentives are reshaping fund economics, deal structuring, and investment strategy.

2. Fund Manager Compensation & Compliance

Insights on the Nigeria Tax Administration Act 2025, personal income tax reforms, carried interest treatment, and the rising compliance expectations placed on managers.

3. Early-Stage & Venture Capital Considerations

Clear analysis of the evolving startup incentive landscape — how new reliefs affect runway, valuations, and venture deal flows.

4. Sector-Wide Policy Commentary

A wider lens on Nigeria’s tax reform agenda:

1. competitiveness and investor sentiment,
2. digital economy taxation,
3. the implications for Nigeria as a regional investment hub.

Each article distils complex legislation into concise, accessible guidance that decision-makers can immediately apply.

Why This Report Matters

The reforms taking effect across 2025–2026 represent the most significant fiscal shifts in over a decade. For private capital participants, the difference between compliance and exposure — and between opportunity and risk — rests on understanding their full implications.

This edition equips industry players to:

1. adapt investment strategies,
2. reassess compensation structures,
3. prepare for exit planning under new CGT conditions,
4. strengthen governance and tax compliance practices,
5. anticipate regulatory expectations before they crystallise.

It is a must-read for GPs, LPs, CFOs, legal advisers, portfolio operators, and policy stakeholders.

Download the Full Report

Access the complete publication, including all expert contributions, through the link below:

Acknowledgements

PEVCA extends its sincere appreciation to all contributing firms and authors whose time, expertise, and perspectives continue to shape the Association’s policy voice. Their work plays a critical role in strengthening Nigeria’s investment climate and supporting the growth of the private capital industry.