Nigeria’s Tax Reform 2025: Why the New Rules on Offshore Profits Should Be Your First Concern

September 19, 2025

Nigeria’s 2025 tax reforms are sweeping, ambitious, and complex.

A central feature of these reforms is the proposed introduction of Controlled Foreign Corporation (CFC) rules—an anti-avoidance measure aimed at curbing tax deferral through offshore subsidiaries.


Here’s the blunt reality: if your Nigerian company controls a foreign subsidiary, and that subsidiary is impacted by these new CFC rules, it could impact you. Nigerian companies with foreign subsidiaries need to assess exposure to deemed income taxation. Unfortunately, the draft bill is not clear on what defines control of a foreign subsidiary, so hopefully clarity will be forthcoming. As stated, what is clear is the need to review your Nigerian company’s exposure to the new CFC rules and take professional advice.


But it’s only the beginning of Nigeria’s new tax landscape.


Other Major Changes You Need to Know 


1. Corporate Tax and the New Development Levy 

  • Standard corporate tax will gradually reduce from 30% to 25% in the coming years, giving businesses some relief. 
  • However, a new 4% Development Levy consolidates sector-specific levies like the education tax and IT levy. For many large businesses, this effectively pushes the total burden back up, in some cases close to 34%


2. Capital Gains Tax (CGT) 

  • Companies will now pay CGT at the same rate as corporate tax — a sharp rise from 10% to 30%
  • Indirect transfers of Nigerian assets through offshore holding companies are also caught, closing a common avoidance route. 


3. VAT Modernisation 

  • The VAT rate remains at 7.5%, but Nigeria now has a “real” VAT system: businesses can claim input VAT on expenses and assets, aligning with global practice. 
  • Essential goods and services — food, healthcare, rent, electricity, education — are zero-rated, easing pressure on households. 
  • Mandatory e-invoicing and VAT “fiscalisation” will apply from 2026, signalling Nigeria’s shift into digital compliance. 


4. Small Business Relief 

  • Companies with turnover below ₦50m (approx. USD 33,000) are exempt from corporate tax and VAT registration. 
  • Filing requirements are simplified, aimed at drawing informal traders into the formal tax net. 


5. Personal Income Tax Reform 

  • Individuals earning less than ₦800,000 (approx. USD 520) annually are now tax-free. 
  • High earners face a new top rate of 25% on income above ₦50m (approx. USD 33,000). 
  • Rent relief of up to ₦500,000 provides extra breathing space for lower- and middle-income households. 

 

Why This Matters for Global Investors 


Nigeria is raising its tax-to-GDP ratio from just 10% to 18% by 2026, without officially “raising taxes.” The strategy is to simplify rules, close loopholes, and enforce compliance harder. 


For international clients, the risks and opportunities are clear: 

  • CFC rules mean offshore profits are no longer sheltered. 
  • Residency tests may pull foreign entities into Nigerian taxation if managed locally. 
  • Transfer pricing rules will bite harder under the new regime. 
  • Digital compliance (VAT e-invoicing, fiscalisation) will demand new systems and controls. 


The Challenges Ahead 


The reforms are bold, but implementation will decide whether they succeed. Potential pitfalls include: 


  • Administrative strain — training staff, updating systems, and issuing clear guidance. 
  • Overzealous enforcement — risk of aggressive assessments undermining business confidence. 
  • Inflation erosion — thresholds set in naira may quickly lose relevance in real terms. 


Conclusion: Prepare, Don’t Wait 


Nigeria’s 2025 tax reforms are more than technical housekeeping — they redraw the rules of engagement for doing business in Africa’s largest economy. 


For SMEs and households, the changes promise relief. For multinationals, high-net-worth individuals, and cross-border investors, they introduce tougher compliance, higher risks, and new traps such as the CFC rules


At Mosaic Chambers Group, we help clients structure cross-border operations, manage tax exposure, and stay compliant across jurisdictions. If you have Nigerian interests, now is the time to review your arrangements before the reforms take effect in 2026. 


Contact us to discuss how these changes may impact your business or investment strategy. 


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