TELEMEDICINE PRACTICE IN NIGERIA: NAVIGATING COMPLIANCE, DATA PROTECTION AND LICENSING

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BY SEUN TIMI-KOLEOLU AND MARK IMONITIE

Introduction

Telemedicine refers to the delivery of healthcare services such as diagnosis, treatment, and prevention remotely with the use of Information and Telecommunication Technology.

The wide acceptance and adoption of telemedicine in global healthcare was accelerated by the COVID-19 pandemic. Additional factors contributing to the growth of telemedicine include technological advancement such as the increasing use of cloud technology, remote conferencing and artificial intelligence.

Telemedicine holds significant value, potential to enhance accessibility to health care services, and improving the quality of medical service delivery in Nigeria. In this newsletter, therefore, we highlight the key legal considerations that governs the practice and use of Telemedicine in Nigeria.

Regulatory Landscape

There is currently no exclusive legislation dedicated solely to telemedicine in Nigeria. Telemedicine practice intersects with multiple laws regulating healthcare, technology, data protection, licensing, and professional conduct.

The following laws regulate the practice and use of Telemedicine in Nigeria:

  1. The Constitution of the Federal Republic of Nigeria (1999) [“Constitution”]

Section 37 of the Constitution provides privacy protection for all citizens in respect of their homes, correspondence, telephone conversations, and telegraphic communication.

Therefore, medical practitioners who adopt telemedicine for medical services such as consultation, diagnosis, treatments and prescriptions are obligated to ensure that utmost privacy is maintained in service delivery. Medical records, health information and the line of treatment of a patient must be kept private and confidential.

  1. The Nigeria Data Protection Act 2023 (“NDPA” or “Act”)

The NDPA is a comprehensive law that provides a legal framework for the protection of personal information including the personal data of patients. The NDPA safeguards sensitive and non-sensitive patients’ data, such as medical history, laboratory test result, treatment information, clinical notes and demographic information. Healthcare service and telemedicine platform providers must therefore process the personal data of patients in accordance with the Act.

In providing telemedicine services, medical service providers are expected to comply with the NDPA by ensuring transparent data processing, and regulating cross-border transfer of patient’s data. Additionally, by the provisions of the NDPA, telemedicine platforms must register with the Nigeria Data Protection Commission (NDPC) and submit periodic compliance audits to demonstrate compliance with the law.

  1. National Health Act 2014 (NHA)

The NHA provides a comprehensive framework for the regulation, development, and management of Nigeria’s healthcare system. Section 29 of NHA mandates health establishments to implement preventive control measures to prevent patients’ health records from unauthorized access. Therefore, telemedicine service providers must put adequate security measures in place to prevent unauthorized access or breach to patients’ records. Section 27 of the NHA also provides for the legal basis for which a health service provider may process the personal data of a patient.

  1. Code of Medical Ethics in Nigeria 2008 (the “Code”)

The Code expressly recognizes telemedicine in Nigeria. Appendix 5 of the Code recommends the use of encryption as a security measure for the transfer of patients’ personal data. Additionally, the Code urges medical professionals to exercise caution to avoid potential legal pitfalls, particularly in areas such as maintaining patient confidentiality.

  1. The Medical and Dental Practitioners Act 2004 (MDPA)

The MDPA includes measures for discipline of medical and dental practitioners found culpable of misconduct. Such misconducts may include breach of data protection rights of a patient, negligence leading to data breach or such other infractions committed while adopting telemedicine in consultation, diagnosis or treatment of patients in Nigeria.

Strategies for Ensuring Compliance in Telemedicine

To navigate Nigeria’s complex telemedicine regulations effectively, platform providers should:

  • regularly update policies including implementing NDPA-compliant data privacy policies and operational documents, with clear patient consent, terms of use etc.;
  • enhance data privacy and security by investing in security, registering with the Nigeria Data Protection Commission (NDPC), conducting mandatory annual audits, and filing audit reports as required;
  • perform routine audits, risk and impact assessments to identify and address compliance gaps;
  • train staff thoroughly on privacy rights, security protocols, and telemedicine-specific issues;
  • implement risk mitigation via encryption, pseudonymization, and anonymization to protect patients’ data;
  • maintain robust patient record systems to efficiently handle consultations, prescriptions, and referrals; and
  • timely submit all regulatory filings, including company annual returns to the Corporate Affairs Commission (CAC) and tax returns with the Federal Inland Revenue Service (FIRS).

Licensing and Regulatory Compliance Requirements for Operating a Telemedicine Platform in Nigeria

To operate a telemedicine business in Nigeria, compliance requirements include:

  1. Company Incorporation Incorporate a local company with the Corporate Affairs Commission (CAC) per the Companies and Allied Matters Act (CAMA). Foreign-owned businesses must also register with the Nigerian Investment Promotion Commission (NIPC) and obtain a business permit from the Federal Ministry of Interior.
  2. .Registrations and Licensing
    Healthcare practitioners must hold valid licenses and qualifications as required by relevant Nigerian health laws. Additional permits may be needed from the Federal Ministry of Health, NAFDAC, and others based on the telemedicine model. Telemedicine facilities in Lagos State must annually register with the Health Facility Monitoring and Accreditation Agency (HEFAMAA).
  3. Data Privacy and Protection
    Comply with the Nigeria Data Protection Act (NDPA), 2023 including registering with the Nigeria Data Protection Commission (NDPC) as a data controller/processor. The NDPA mandates security measures such as encryption and anonymization to protect patient data and regulate cross-border data transfers.
  4. Technology Transfer
    Register any foreign technology transfers, including patents related to telemedicine, with the National Office for Technology Acquisition and Promotion (NOTAP).

Conclusion

Telemedicine substantially advances healthcare delivery in Nigeria. However, achieving sustainable growth with Telemedicine requires not only innovation but also a thorough understanding of the legal framework and regulatory requirements. By addressing the key legal considerations outlined in this newsletter, businesses and innovators can develop platforms that are both compliant with regulations and capable of making a meaningful societal impact.

Please note that the information provided herein is for general purposes only, is not exhaustive on the topic and does not constitute professional advice. For professional advice or legal counsel, please contact info@pavestoneslegal.com

REVIEW OF THE LICENSING FRAMEWORK FOR INTERNATIONAL APPLICATION-TO-PERSON MESSAGING IN NIGERIA (“FRAMEWORK”)

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BY ADERONKE ALEX-ADEDIPE AND HILLARY OKOROTIE

Introduction

On July 8th, 2025, the Nigerian Communications Commission (NCC) published a regulatory framework for licensing international Application to Person (A2P) messaging services in Nigeria. In this newsletter, we highlight some of the salient provisions of the Framework and their impact on the telecommunication sector including the eligibility criteria, application process, and compliance obligations for licence holders.

What is A2P Messaging?

A2P messaging is an internet based messaging service typically used by businesses and organisations in transmitting messages to individuals over mobile networks. It is commonly used to deliver promotional or transactional messages such as marketing campaigns, service announcements, product advertisements, and order updates. The Framework introduces the International Application to Person Messaging Aggregator Licence (“IA2P Aggregator Licence”) that will regulate the provision of these services.

What is the Scope of the IA2P Aggregator Licence?

Key players in the telecommunications industry who currently provide international A2P messaging services will now be required to register with the NCC in order to continue their operations.

According to the NCC, the IA2P Aggregator Licence permits the licencee to provide the following services:

  • Aggregation of international A2P messages on behalf of licenced operators in Nigeria;
  • Provision of transactional messaging services;
  • Delivery of notifications and alerts;
  • Sending of A2P messages; and
  • Provision of subscriber protection mechanisms (opt-in and opt-out mechanisms).

Upon initial approval, the IA2P Aggregator Licence will be valid for a period of five (5) years and may be renewed for an additional five-year term.

The licence fee has been set by the NCC at ₦10,000,000 (Ten Million Naira).

Eligibility Criteria and Technical Requirements for the IA2P Aggregator Licence

To be eligible for the IA2P Aggregator Licence, an applicant must fulfil the following requirements:

  1. Must be a corporate entity registered in Nigeria.
  2. The entity is required to submit a contract with at least one host network operator or national carrier for the provision of international A2P messaging services.
  3. The applicant must also demonstrate financial capacity to cover both capital and operational expenditure of its operations.
  4. In addition, applicants are expected to integrate with local Mobile Network Operators (MNOs) and implement robust systems for fraud detection, security monitoring, and data protection.
  5. All international A2P messaging traffic must be routed through a centralized Short Messaging Service (SMS) firewall or any other technology mandated by the NCC. These technical requirements are aimed at ensuring the integrity of message transmissions and protecting against fraud and other security risks.

What are the Limitations of Licence Holders?

Holders of the IA2P Aggregator Licence are restricted from offering services beyond the specific scope of the licence. They are prohibited from engaging in any activity or providing any service for which they do not hold a valid licence issued by the NCC.

Specifically, licence holders are not permitted to operate transmission networks, switches, external fibre links, or any other infrastructure or services that require separate licensing under existing NCC regulations or other government regulations.

Specific conditions to be observed by Licence Holders

The Framework also outlines specific operational conditions that IA2P Aggregator Licence holders must observe. These conditions are aimed at ensuring regulatory compliance and consumer protection. Licence holders are required to operate in full compliance with the provisions of the Nigerian Communications Act and all other relevant regulations and guidelines issued by the NCC. All messages transmitted must include sender identification, and any message not including a sender identification is to be rejected.

In addition, licence holders must implement appropriate data protection measures. They are also required to provide a functional opt-in and opt-out mechanism that allows individuals to manage their message preferences. The Framework also prohibits the distribution of unsolicited or spam messages to consumers.

Conclusion

Previously, with no framework regulating international A2P messaging services, MNOs independently monetized the service and determined the tariff rates, which resulted in non-uniform termination rates. With the introduction of the Framework, the NCC aims to standardize the delivery of International A2P messaging services in Nigeria and ensure the secure transmission of SMS.

In addition, the Framework provides for the regulation of SMS termination rates, to provide a transparent market for operators involved in international A2P messaging.

Project Finance in Nigeria: Key Legal Considerations for Lenders

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BY SEUN TIMI-KOLEOLU AND PROMISE ITAH

INTRODUCTION
Nigeria faces a significant infrastructure gap across various sectors such as power, transportation, and energy. It is estimated that the country will require over $3 billion annually for the next 30 years to effectively close this gap and meet development goals. Given the limitations of public funding, project finance has emerged as a key instrument for mobilising capital to finance large-scale infrastructure projects by leveraging future revenue streams, rather than depending on public budgets or sponsor balance sheets.

At its core, project finance is predominantly structured around debt, which is sourced from different sources including commercial banks, development finance institutions (DFIs), and institutional investors.

In this newsletter, we highlight the key legal considerations for lenders involved in project finance transactions in Nigeria.

1.     Eligible Lending Licences Under Nigerian Law

Under Nigerian law, various financial licences may permit an entity to issue loans or extend credit within the country. These include state-level licences such as money lenders licence. However, in the context of project finance transactions, the requisite licenses required by institutional lenders are primarily regulated by the Central Bank of Nigeria (CBN) pursuant to the Central Bank of Nigeria Act, 2007 and the Banks and Other Financial Institutions Act (BOFIA), 2023. Common licence types include commercial banking licences, microfinance bank licences, and finance company licences, among others. For a detailed overview of the requirements for obtaining these licences, please see our newsletter here.

2.     Key Legal Considerations for Lenders

A major concern in project finance transactions is the timely repayment of loans advanced to the project. Various risks that can threaten financial recovery include construction delays, regulatory uncertainty, and operational disruptions. In view of this, it is important that lenders pay attention to certain legal and contractual considerations to mitigate these risks and safeguard loan repayment. Some of these considerations include:

a.     Foreign Exchange Controls: Foreign currency debt must comply with Central Bank of Nigeria (CBN) regulations on foreign exchange. Lenders should endeavour to obtain Certificates of Capital Importation (CCI) to ensure repatriation of repayments.

b.     Acquisition of Necessary Licenses and Permits: Securing the appropriate licenses and permits is essential for the successful implementation of most projects. Without these licenses, operations may be hindered, jeopardizing the project’s ability to generate sufficient revenue streams required to service and repay loans. Additionally, relevant planning and building approvals must be obtained for the project site to ensure full compliance with regulatory and zoning requirements.

c.      Perfection and Enforcement of Security Interests: Security interests—such as charges over assets, receivables, and contractual rights—must be duly perfected in accordance with the Companies and Allied Matters Act (CAMA) by registration at the Corporate Affairs Commission (CAC) within ninety (90) days from the date of creation of the charge. Where land is offered as collateral, additional requirements under applicable state and federal land registration laws must be complied with.

The perfection of security interests over land typically involves a three-step process: (i) payment of stamp duties, (ii) obtaining the Governor’s consent in accordance with the Land Use Act, and (iii) registration of the instrument at the relevant land registry.

Depending on the nature of the asset, security interests must also be registered at the appropriate specialized registries. For example, a mortgage over trademarks must be registered at the Trademarks Registry, while a mortgage over a vessel must be registered with the Registrar of Ships.

Perfection of security is critical to ensuring enforceability in the event of default.

d.     Adequate Contractual Provisions: Lenders must ensure that project finance agreements are meticulously structured to secure adequate oversight, risk protection, and contractual enforceability—while still allowing sponsors operational flexibility necessary for project execution. Key contractual considerations include:

  • Covenant Packages: Financial and operational covenants in financing agreements should be designed to give lenders oversight while preserving the sponsor’s flexibility to manage and grow the project effectively.
  • Intercreditor Agreements: Where financing structures involve multiple layers of debt—including senior, mezzanine, and subordinated facilities—an intercreditor agreement should be executed to clearly delineate the respective rights and obligations of each creditor class. The agreement should comprehensively address critical provisions such as enforcement rights and payment subordination.
  • Cash Waterfall Arrangements: A transparent and enforceable mechanism should be established in the financing and project agreements to govern the allocation of project revenues. This arrangement will prescribe the order of priority for disbursements, typically as follows: (i) payment of statutory obligations, including taxes and approved operating expenses; (ii)servicing of debt obligations as per the financing agreements; (iii) funding of reserve accounts, particularly the Debt Service Reserve Account (DSRA); and (iv) distribution of residual funds to sponsors, subject to compliance with financial covenants and minimum reserve thresholds.
  • Step-in Rights and Account Controls: The project documentation, including the direct agreements, financing agreement, construction contract, and operations and maintenance contract, should comprehensively outline the lender’s enforcement mechanisms and any limitations to them. These may include clearly defined step-in rights, escrow arrangements, and controls over reserve accounts.

Conclusion

As Nigeria continues to pursue large-scale infrastructure development, project finance remains a powerful tool for mobilising private capital to bridge the country’s financing gap. However, the success of any project finance transaction depends on the ability to effectively structure and manage legal and regulatory risks—particularly those that impact lenders’ rights and repayment certainty. While this newsletter outlines key legal considerations, it is not exhaustive. Lenders are therefore encouraged to seek tailored legal advice suited to the specific risks and dynamics of each project.

TAX ADMINISTRATION IN NIGERIA – A REVIEW OF THE 2025 NIGERIAN TAX REFORM LAWS

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ADERONKE ALEX-ADEDIPE AND ENIOLA SOGBESAN

INTRODUCTION

In furtherance of improving revenue generation and making Nigeria more investor friendly,  the Nigerian President, on June 26 2025, signed into law four tax bills passed by the National Assembly. These include the Nigeria Tax Act, the Nigeria Tax Administration Act, the Nigeria Revenue Service (Establishment) Act, and the Joint Revenue Board (Establishment) Act (together the “Tax Laws”).

The Tax Laws aim to simplify tax collection, reduce the tax burden on compliant businesses, and reposition the country as a more attractive investment hub, while boosting revenue through a wider and fairer tax net. While the effective date of the Tax Laws is set for January 1 2026, this article highlights their key provisions and the potential implications on taxpayers, companies and investors.

THE NIGERIAN TAX ACT

The Nigerian Tax Act (the “NTA”) is a unified statute consolidating exsiting laws on companies income tax, personal income tax, value-added tax, capital gains tax, and other various tax enactments. The key highlights of the NTA include:

  1. Relief for Small Companies
    The NTA exempts small companies from payment of Companies’ Income Tax, Capital Gains Tax and Development Levy. For clarity, the NTA defines a small company as a company with an annual turnover not exceeding ₦100 million and total fixed assets not exceeding ₦250 million. This relief is however, inapplicable to companies that provide professional services notwithstanding that they meet the financial thresholds.
  2. Introduction of Development Levy The introduction of a 4% development levy on the assessable profits of all companies (except small companies and non-resident companies) is a novel introduction of the NTA. The Development Levy consolidates multiple taxes such as the Tertiary Education Tax (TET), Information Technology Levy (IT), the National Agency for Science and Engineering Infrastructure (NASENI) levy and the Police Trust Fund (PTF) levy. This helps address the often unclear and multiple levies imposed under the existing tax regimes. It  also helps ease the burden of computing various levies and interfacing with multiple government agencies.
  3. Progressive Personal Income Tax regime The NTA redefines the income brackets for personal income tax and applicable tax rates for each bracket. Under the new regime, individuals earning ₦800,000 or less per annum are exempt from tax on their income and gains, while higher income earners will be taxed up to a maximum of 25%. Additionally, all sums not exceeding ₦50,000,000 obtained as compensation for loss of employment or injury is tax exempt.
  4. Taxation of Digital Assets The NTA states that profits or gains from transactions in digital or virtual assets are chargeable to tax. Although in alignment with the recognition of virtual assets under the Investment and Securities Act 2025, the taxation of virtual assets will likely pose some challenges particularly in the areas of enforcement and valuation of the digital assets for tax purposes. Furthermore, given the decentralised nature of digital transactions, in the absence of a robust digital infrastructure, the National Revenue Service (NRS) may find it challenging to track digital asset transactions given the often-anonymized nature of these digital assets.

THE NIGERIA TAX ADMINISTRATION ACT

The Nigerian Tax Administration Act (the “NTAA”) outlines a uniform procedure for the consistent and efficient administration of the NTA to facilitate tax compliance by taxpayers and optimise tax revenue. Some key highlights include:

1. Mandatory Taxpayer Identification Number (TIN) Registration

The NTAA requires all taxable individuals, Ministries, Departments, and Agencies (MDAs) of the Federal, State and Local governments to register and obtain a Tax Identification Number (TIN). It also requires non-resident persons making taxable supplies to individuals in Nigeria or deriving income (excluding passive income from investments) in Nigeria, to register for tax purposes and obtain a TIN. There is an obligation imposed on persons engaged in the provision of financial services to ensure that every taxable person provides a TIN. Without a doubt, the TIN requirement is designed to adequately capture all taxable persons, including those in the informal sector and reduce tax evasion.

2. Monthly Return Requirement

The NTAA outlines the filing requirements for individuals and companies. In more specific terms, royalty payments for petroleum companies must be submitted by the 14th day of the following month, while the deadline for mining royalty and non-resident shipping/airline companies is the 21st of the following month. Petroleum license holders are required to submit annual returns for royalties paid during an accounting period, no later than five months after the period ends.

3. Digitalization of Tax Filing and Compliance

A key innovation in the NTAA is the introduction of the Electronic Fiscal System (EFS). The EFS is designed to enhance the accuracy, efficiency, and transparency of tax administration. In this regard, all taxable persons are required to maintain accurate records of all transactions processed through the EFS. The focus on digital tax filing, is one of the most impactful reforms of the NTAA. By reducing human intervention, EFS aims to minimise errors, fraud, and inefficiencies in the tax process. This feature highlights the critical importance of embracing digitalization in tax administration towards ensuring better compliance and promoting a more efficient and transparent tax system.

4. Filing of Returns for Virtual Assets Service Providers (VASPs):

In keeping with the recognition of virtual assets under Nigeria law, the NTAA mandates all taxable persons involved in services related to the exchange, custody, or management of virtual assets through Virtual Asset Service Providers (VASPs) to file their tax returns. This is without prejudice to the power of the tax authority to request additional information at any time. Any VASP who fails to comply with the provisions of the NTAA will, in addition to having their licence suspended or revoked by the Securities and Exchange Commission, be required to pay an administrative penalty of ₦10,000,000 for the first month of default and ₦1,000,000 for each subsequent month that the default persists.

5. Transaction Threshold Reporting:

The NTAA authorises banks and other financial institutions to file quarterly returns to the relevant tax authority in respect of all new customers and in the case of existing customers, all individual transactions exceeding ₦25 million and corporate transactions above ₦100 million monthly.

6. Revised VAT Sharing Formula:

Section 81 of the NTAA reviews the VAT distribution among the three tiers of government in the following order- Federal Government (10%), State Governments (55%), Local Governments (35%). However, the amount of the VAT revenue standing to the credit of states and local governments shall be distributed on the following basis: Equality – 50%; Population – 20%; Place of Consumption – 30%. This reflects a broader principle of fairness in the VAT administration.

THE NIGERIA REVENUE SERVICE (ESTABLISHMENT) ACT

The Nigeria Revenue Service (Establishment) Act (the “NRS Act”) has the objective of providing a legal, institutional and regulatory framework for the administration of taxes and revenues accruable to the Federal Government. The NRS Act establishes the Nigeria Revenue Service (the “Service”) to take over the functions of the Federal Inland Revenue Service (“FIRS”).

The NRS Act empowers the Service to assess, collect, and account for revenue accruable to the Federal Government and related matters. Furthermore, the Service may, on request, assist any State of the Federation, the Federal Capital Territory or Local Government to collect or administer a tax which such requesting state is authorised to collect. Such request may however be subject to a fee required to defray the cost of providing such assistance.

The Service under the NRS Act is the principal tax regulator on matters related to federal taxes and all obligations performed by the FIRS have now been effectively transferred to the Service and continued by it.

JOINT REVENUE BOARD NIGERIA (ESTABLISHMENT) ACT, 2025

The Joint Revenue Board Nigeria (Establishment) Act, 2025 (the “JRB Act”) is the fourth of the tax reform bills assented to by the President. The objectives of the JRB Act include:

  1. provision of a legal and institutional framework for the harmonisation and coordination of revenue administration in Nigeria.
  2. provision of a mechanism for efficient dispute resolution; and
  3. promotion of the rights of the taxpayers.

Conclusion

The Tax laws represent a clear effort towards achieving a fair, transparent, and growth-oriented tax system. The harmonization of Nigeria’s often disparate tax landscape while embracing digital modernization is an innovative feature of the Tax Laws. The successful implementation of the Tax laws will however, largely depend on judicial clarity on potential constitutional questions, and robust infrastructure development at both federal and state levels.

It is therefore imperative for individuals and corporate entities to undertake a comprehensive review of their tax strategies, processes, and compliance frameworks to ensure readiness and resilience. If properly implemented, the tax laws could provide the much needed investor confidence, and redirect critical revenues to key sectors of the economy.