The Nigerian Communications Commission (NCC) has introduced a new regulatory requirement mandating prior approval for any ownership change involving 10% or more of the shareholding of telecommunications companies, in a move aimed at strengthening industry oversight and preventing anti-competitive practices.

Under the new directive, any proposed transfer of ownership or control of shares amounting to 10% or more of the total share capital of a company licensed by the telecoms regulator, NCC, must obtain a Letter of No Objection from the commission before the transaction can be registered by the Corporate Affairs Commission (CAC).

The requirement, jointly announced by the NCC and the CAC, takes immediate effect and applies not only to single transactions exceeding the 10% threshold but also to multiple share transfers that cumulatively exceed 10% of a licensee’s total share capital.

According to the two agencies, the measure is backed by Section 90 of the Nigerian Communications Act (NCA) 2003, Regulation 28(2) of the Competition Practices Regulations 2007, and Regulation 42 of the Licensing Regulations 2019, all of which empower the NCC to review transactions affecting its licensees and promote fair competition within the communications sector.

The requirement, jointly announced by the NCC and the CAC, takes immediate effect and applies not only to single transactions exceeding the 10% threshold but also to multiple share transfers that cumulatively exceed 10% of a licensee’s total share capital.

Telecoms share transfers over 10% now need NCC approval 

The NCC and CAC say the new framework is designed to ensure that significant ownership changes in telecom companies do not undermine competition, market stability or regulatory oversight.

“Effective immediately any proposed transfer of ownership or control of shares in a licensee of the Nigerian Communications Commission, amounting to ten percent (10%) or more of the total share capital, as well as any series of share transfers which in aggregate exceed ten percent (10%) of the total share capital of the Licensee shall require a Letter of No Objection from NCC in order for the changes to be effected and registered with the CAC,” the agencies said.

As part of the arrangement, the CAC will verify that any request submitted by a telecommunications company for the registration of ownership changes involving 10% or more of its shareholding is accompanied by evidence of the NCC’s prior approval.

The agencies said the requirement is intended to close potential regulatory gaps that could permit substantial changes in the ownership and control of telecommunications companies without the knowledge or review of the sector regulator.

According to the two agencies, the measure will help preserve a fair and competitive market structure by preventing both direct and indirect anti-competitive practices.

Why the 10% telecoms threshold matters

Ownership structures remain a critical aspect of telecommunications regulation because substantial share acquisitions can influence strategic decisions, board composition, corporate governance and, in some cases, control of critical communications infrastructure.

By formally setting a 10% approval threshold, the NCC is effectively increasing its visibility over significant changes in the ownership and control of licensed operators before such transactions receive legal recognition.

Nigeria’s telecommunications sector remains one of the country’s most strategic industries, serving millions of subscribers while supporting digital services, fintech platforms, government operations and business communications.

As of April 2026, the Nigeria telecommunications market accounted for over 188 million active phone lines with teledensity, the number of active telephone connections per 100 inhabitants living within an area rising to 86.73%.

The nation’s active internet connections also peaked at 154.7 million, with broadband accounting for over 120.6 million, representing 55.67% of the data service within the period, according to NCC statistics.       

The latest directive builds on existing provisions of the Nigerian Communications Act and the NCC’s competition regulations, which have long empowered the regulator to scrutinise transactions involving licensed operators, the telecoms regulator says.

“The requirement,” the agencies stated, “is designed to preserve a fair and competitive market structure within the communications sector by preventing direct or indirect anti-competitive practices, while strengthening regulatory oversight of significant changes in ownership and control. It will further promote transparency, investor confidence and regulatory certainty and safeguard the long-term sustainability and stability of the industry.” 

New framework links regulatory approval to corporate registration

The Commission has previously exercised such powers in major industry transactions. One of the most notable examples was MTN Nigeria’s acquisition of Visafone in 2016, when the NCC approved the transfer of Visafone’s shareholding to MTN while clarifying that the approval related to the ownership transaction, and not the transfer of the telecoms licence itself.

The NCC’s Competition Practices Regulations 2007 and subsequent licensing regulations have also provided mechanisms for reviewing transactions that could affect competition, market concentration or control of communications licensees.

However, the latest arrangement marks a significant enforcement milestone by creating a direct link between regulatory approval and corporate registration.

Under the new framework, the Corporate Affairs Commission will not register ownership changes involving 10% or more of a telecom licensee’s shareholding unless evidence of the NCC’s prior approval is presented.

The measure effectively gives the telecoms regulator greater oversight of significant ownership changes before they are legally recognised.

Over the years, the NCC has exercised its powers to review mergers, acquisitions and other transactions involving licensed operators to ensure that market concentration does not harm competition or consumer interests.

The latest directive expands that oversight by establishing a formal approval threshold tied specifically to ownership changes and requiring closer coordination between the communications regulator and the country’s corporate registry.

NCC, CAC say new telecoms rule will boost transparency, investor confidence

The NCC and CAC said the new requirement would also improve investor confidence by providing greater regulatory certainty around transactions involving licensed telecom operators.

“The requirement,” the agencies stated, “is designed to preserve a fair and competitive market structure within the communications sector by preventing direct or indirect anti-competitive practices, while strengthening regulatory oversight of significant changes in ownership and control. It will further promote transparency, investor confidence and regulatory certainty and safeguard the long-term sustainability and stability of the industry.” 

Reaffirming their commitment to industry development, both agencies said they would continue to work closely to advance a transparent, stable and competitive business environment for the communications sector.

“The NCC and the CAC reaffirm their shared commitment to advancing a transparent, stable, and competitive business environment in Nigeria. Both agencies will continue to work closely to promote regulatory certainty, ensure fair market practices, and support the orderly and sustainable development of Nigeria’s Communications Sector.”