Tax Implications of Business Restructuring and Mergers in Nigeria

This study examines the tax implications of business restructuring and mergers within the Nigerian corporate landscape, with particular attention to capital gains tax, stamp duties, and the treatment of deferred tax assets and liabilities during corporate reorganisations. The recent wave of banking sector consolidations, telecommunications mergers, and conglomerate restructuring in Nigeria has elevated the professional importance of understanding transaction tax consequences. Using a professional applied research design, the study reviews ten merger and acquisition transactions completed by Nigerian firms between 2020 and 2025, drawing on publicly available transaction documents, FIRS rulings, and SEC filings. Structured interviews with six transaction tax advisers from law firms and accounting practices in Lagos supplement documentary evidence. Thematic analysis and comparative case study methodology are employed. The study expects to find that ambiguities in the capital gains tax treatment of securities transferred in share-for-share exchanges and the absence of a statutory tax neutral merger relief mechanism create significant compliance uncertainty and potential double taxation. It further identifies that stamp duty on merger instruments constitutes a disproportionate transaction cost for asset-heavy restructurings. Recommendations include introducing a statutory group tax relief provision, publishing FIRS advance ruling procedures for M&A transactions, and amending the Capital Gains Tax Act to explicitly provide merger relief for commercially driven reorganisations. Keywords: business restructuring, mergers, capital gains tax, stamp duty, corporate reorganisation.