Ultimate Beneficial Ownership (UBO) Disclosure Compliance

In the evolving regulatory landscape of Nigeria’s corporate sector, the concept of Ultimate Beneficial Ownership (UBO) disclosure has gained significant importance. Following global trends toward transparency and anti-corruption, Nigeria has taken definitive steps to mandate the disclosure of individuals who ultimately own or control corporate entities. As we progress into 2025, beneficial ownership disclosure in Nigeria is not just a regulatory checkbox—it is a strategic necessity for companies that aim to stay compliant and competitive.

This article explores in detail what UBO disclosure entails, why it is crucial, the legal and regulatory frameworks in Nigeria, and what companies must do to stay ahead in 2025.

Understanding Ultimate Beneficial Ownership (UBO)

An Ultimate Beneficial Owner (UBO) is the natural person who ultimately owns or controls a legal entity, directly or indirectly. This includes those who hold a certain percentage of ownership interest, voting rights, or who exercise control through other means.

Globally, the push for UBO transparency is driven by efforts to combat money laundering, terrorism financing, tax evasion, corruption, and other illicit activities. Anonymous shell companies have long been used to conceal illicit financial flows. UBO disclosure ensures that the real individuals behind corporate veils are visible to regulators, financial institutions, and law enforcement agencies.

Legal Framework for Beneficial Ownership Disclosure in Nigeria

1. Companies and Allied Matters Act (CAMA) 2020

One of the most critical developments in Nigeria’s corporate law landscape was the enactment of the Companies and Allied Matters Act, 2020 (CAMA 2020). It introduced, for the first time, a legal basis for beneficial ownership disclosure in Nigeria across all company types (private, public, foreign, etc.).

Key provisions under CAMA 2020 include:

Section 119 mandates companies (except those listed on a regulated securities exchange) to disclose information on their UBOs to the Corporate Affairs Commission (CAC).
The UBO is defined as any natural person who directly or indirectly holds at least 5% of the shares or voting rights, or who exercises significant influence or control over the company or trust.
Companies are to notify the CAC within seven (7) days of any change in beneficial ownership.

2. The Corporate Affairs Commission’s BO Disclosure Portal

The Corporate Affairs Commission (CAC) has developed a Beneficial Ownership Disclosure Portal for online submission of UBO information. The portal is part of Nigeria’s compliance with the Financial Action Task Force (FATF) and Open Government Partnership (OGP) recommendations.

Companies are expected to provide:

Full name, nationality, date of birth, and address of the UBO
Details of the nature of ownership/control
Means of identification (e.g., National ID, International Passport)
Supporting documents (e.g., shareholding documents, trust deeds)

This central repository is accessible to authorised regulators and is designed to aid investigations and monitoring.

3. Nigerian Financial Intelligence Unit (NFIU) Guidelines

The NFIU, as part of the anti-money laundering regime, mandates reporting entities such as banks, law firms, estate agents, and accounting firms to conduct Customer Due Diligence (CDD) to identify and verify UBOs of their clients.

4. Nigeria Extractive Industries Transparency Initiative (NEITI) and EITI Requirements

For companies operating in the extractive industry (oil, gas, and mining), beneficial ownership disclosure Nigeria has been an established requirement since 2020, in line with NEITI and the Extractive Industries Transparency Initiative (EITI) standards. Publicly accessible BO registers are encouraged in this sector.

Why UBO Disclosure Matters in 2025

As Nigeria deepens its fight against financial crimes and global stakeholders ramp up enforcement on transparency issues, UBO disclosure has become a non-negotiable compliance requirement for companies operating in or dealing with Nigeria.

1. Access to Financial and Investment Opportunities

Banks, venture capitalists, and institutional investors now demand clear UBO data before engaging in business. UBO transparency is a key due diligence requirement in Know Your Customer (KYC) processes. Without compliance, your company risks exclusion from funding opportunities.

2. Legal and Regulatory Sanctions

Failure to comply with UBO disclosure requirements under CAMA 2020 could lead to:

Monetary fines and penalties
Restrictions on the ability to file annual returns or process changes with the CAC
Reputational damage and potential blacklisting by government agencies or partners

3. Alignment with Global Standards

Nigeria is under increased scrutiny by the Financial Action Task Force (FATF) and other international partners. Aligning with UBO disclosure practices boosts Nigeria’s international credibility and prevents negative classifications like being greylisted.

4. Enhanced Corporate Governance

Identifying and documenting UBOs improves accountability and strengthens internal control mechanisms within companies. It also prevents abuse of corporate structures for fraudulent or unethical purposes.

Who Must Disclose?

Under Nigerian law and in practice as of 2025, the following categories of entities are required to disclose their UBOs:

Private Companies (Ltd/Gte) – Except for those listed on a securities exchange and already subject to stringent transparency rules.
Foreign Companies Operating in Nigeria – Must disclose their UBOs upon registration with the CAC.
Trusts and Foundations – Trustees must disclose the natural persons who are beneficiaries or settlors with control.
Partnerships and NGOs (where applicable) – In certain cases, especially when they hold significant assets or engage in financial transactions, BO disclosure is expected.

How to Ensure Compliance in 2025

Here is a step-by-step guide Nigerian companies must follow to stay compliant with UBO disclosure requirements in 2025:

Step 1: Identify the UBO(s)

Determine who qualifies as a UBO based on ownership percentage, voting rights, control, or trust arrangements.
Note: Indirect ownership through holding companies or nominees must be traced to the individual level.

Step 2: Collect and Document UBO Information

Full personal details, ownership structure, shareholding certificates, trust documents, etc.
Verify the identity of the UBO through government-issued IDs.

Step 3: File with CAC via the BO Disclosure Portal

Register on the portal and input all required data.
Upload scanned supporting documents.
Submit the declaration and receive confirmation of compliance.

Step 4: Update as Necessary

Any change in the beneficial ownership structure must be filed within seven days.
Annual returns should include a review and re-confirmation of the UBO.

Step 5: Embed UBO Compliance in Corporate Governance

Assign responsibility to a compliance officer or company secretary.
Maintain a register of UBOs internally.
Educate board members and shareholders on the importance of transparency.

Challenges Companies May Face

Despite the regulatory clarity, Nigerian companies may still face several hurdles in their journey to full UBO compliance:

Complex Ownership Structures
Many businesses are owned through layers of holding companies, nominee arrangements, or informal structures. Tracing actual UBOs may be tedious.
Data Privacy and Security Concerns
Some stakeholders fear that disclosure may expose personal information or sensitive business data.
Lack of Awareness
Many SMEs and local businesses are unaware of these requirements and their implications.
Technology and Internet Limitations
Accessing and operating the CAC portal may be difficult for rural or low-tech businesses.

To overcome these, companies are advised to seek professional legal and compliance support.

Future Outlook for Beneficial Ownership Disclosure in Nigeria

The future of beneficial ownership disclosure in Nigeria is likely to involve stricter enforcement, data verification, and public access to certain aspects of BO registers. The government may soon mandate:

Inter-agency data sharing among CAC, FIRS, EFCC, NFIU, and NEITI
Integration with tax and AML systems to identify suspicious activities
Public availability of BO data for specific sectors such as extractives, public procurement, and banking
International data exchange agreements with FATF members and donor agencies

Companies that prepare early for these future trends will benefit from ease of compliance, reduced regulatory friction, and improved investor confidence.

Conclusion

UBO disclosure is no longer optional. As of 2025, Nigerian businesses must take beneficial ownership disclosure in Nigeria seriously to comply with national laws, avoid sanctions, and gain access to financial opportunities.

The rise of digital registers, stronger enforcement from CAC and allied agencies, and international pressure mean that opacity in ownership is becoming unsustainable. By identifying, documenting, and disclosing UBOs, Nigerian companies can enhance transparency, gain investor trust, and build a reputation for good corporate governance.

Now is the time to act. Compliance is not only a legal duty but also a strategic advantage. Nigerian companies, large and small, must prioritise UBO compliance in 2025 and beyond.

Ultimate Beneficial Ownership (UBO) Disclosure Compliance: What Nigerian Companies Must Know in 2025