In order to maintain market integrity and ensure continuous compliance with the Nigerian Communications Act, any significant change in ownership requires formal oversight and prior authorization from the Nigerian Communication Commission. The following sections address common questions related to the application process, the financial and documentary obligations of the Licensee, criteria necessary to secure final regulatory approval, etc.
What is considered a change in shareholding structure?
A change in shareholding structure occurs when a Licensee alters its ownership composition, such as adding new shareholders, removing existing ones, or adjusting share percentages (%), in a way that results in a change of ownership. Changes in ownership beyond 10% of the total shareholding require the Commission’s prior approval.
When is a Licensee required to apply for approval of changes in its shareholding structure?
A Licensee must apply to the Commission before implementing any change in its shareholding structure above 10%. This ensures regulatory compliance and proper documentation.
How does a Licensee apply for approval of a change in shareholding structure?
The Licensee must submit a formal application to the Commission clearly detailing the proposed changes. The application should include relevant incorporation documents. Receipt of the application triggers the Commission’s regulatory review process.
What happens after the Licensee applies?
Only licensees in good regulatory standing are entitled to enjoy regulatory services from the Commission. As such, once the application is received, the Commission will activate its internal processes to verify whether the Licensee has any outstanding regulatory obligations.
Does the Commission issue an Approval‑in‑Principle?
Yes. After confirming the compliance status of the applicant/licensee, the Commission issues an Approval‑in‑Principle (AIP) to the Licensee.
Is there a fee for processing a change in shareholding structure?
Yes. The Licensee must pay a processing fee of N50,000.00 (Fifty Thousand Naira only) for the application.
When will a Final Approval be issued?
The Commission issues a Final Approval once the Licensee has:
- Paid the required processing fee, and
- Fully settled any outstanding regulatory obligations (if applicable).
However, upon failure to settle any outstanding obligations within 30 (thirty) days from the date of receipt of the Commission’s letter, the Licensee’s application will be deemed withdrawn.
Can the Licensee implement the change before receiving Final Approval?
No. Changes in shareholding structure above the 10% threshold mentioned above are not effective until the Commission issues a Final Approval formally conveying acceptance of the changes.
What documents are typically required for processing the application?
Required documents include:
- Board resolution approving the change subject to regulatory approval
- Updated shareholding structure
- Corporate Affairs Commission (CAC) Form 2A and Current Status Report of not more than 3 months.
- Details of the existing and incoming shareholders
- Compliance records and any additional documents requested by the Commission
Does the Commission review the fitness or eligibility of new shareholders?
Yes. The Commission may assess the competence, financial capability, and regulatory standing of new or incoming shareholders as part of the approval process in accordance with the provisions of the Commission’s Corporate Governance Guidelines and other applicable instruments.
How long does the approval process take?
The timeline varies depending on:
- The completeness of the application
- Timely settlement of outstanding obligations
The process typically progresses faster when all documents and payments are promptly submitted.
What happens if the Licensee has outstanding obligations?
The Licensee must clear all outstanding regulatory obligations before Final Approval is granted. Failure to do so may delay or halt the approval process.
Can a Licensee simultaneously apply for change in shareholding structure and transfer of licence?
Yes. However, each request is treated independently, and separate processing fees and documentary requirements will apply.
Who should the Licensee contact for clarification or support?
Licensees may contact the Legal and Regulatory Services Department in writing or by email addressed to [email protected] for guidance on document requirements, timelines, and/or compliance expectations.