THE NCC INTERNET CODE OF PRACTICE 2025: IMPLICATIONS FOR STAKEHOLDERS AND THE REGULATION OF ONLINE COMMUNICATION PLATFORMS

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BY ADERONKE ALEX-ADEDIPE AND HILLARY OKOROTIE

Introduction

The Nigerian Communications Commission (NCC) recently published a draft Internet Code of Practice (the “Code”), aimed at promoting a safer and more responsible internet environment for consumers.

The importance of the internet in the modern business environment cannot be overstated. Commercial transactions are increasingly conducted online, and digital services are continuously rendered to businesses and individuals, including minors. The Code is intended to provide guidance on the operation and regulation of online and digital communications platforms and Internet Access Service Providers (IASP) in Nigeria. While the Code is currently under review, we have highlighted in this newsletter some key provisions of the Code and their potential implications for stakeholders. 

Who is the Code Applicable to?

The Code applies to IASPs licensed by the NCC to provide internet access services, as well as online and digital communications platforms that offer communication services, whether directly or through intermediaries.

In addition, the Code extends to all entities operating under the regulatory purview of the NCC, ensuring a broad and uniform application across Nigeria’s communications ecosystem. 

What are the Obligations of Online and Digital Communications Platforms and IASPs?

-Protection of Minors and other Vulnerable Persons

The Code requires IASPs and online and digital communication platforms to implement parental control tools that are simple to enable, including content filtering and usage monitoring features, to allow parents and guardians effectively monitor and control the use of internet services and digital communications platforms by minors. The Code further requires the implementation of clear rules in their terms and conditions or terms of use that protect children and vulnerable persons, in compliance with applicable laws and regulations in Nigeria.

In addition, IASPs must implement appropriate measures to block unlawful content[1] and establish a clear and accessible mechanism for reporting such content to the NCC. 

– Implementation of Data Privacy and Cybersecurity Measures

Further to the Code, IASPs are required to comply with the provisions of the Nigeria Data Protection Act 2023 and the NCC Consumer Code of Practice Regulations 2024 in the management of personal data. In the event of a data breach resulting in the exposure of consumer data, the Code mandates that affected consumers be notified within 48 hours of the breach, and that the NCC also be notified within 48 hours of the occurrence of the breach.

The Code also prohibits the harvesting of consumer data by an IASP or any third party without the prior approval of the NCC.  In relation to cybersecurity, the Code requires all IASPs to implement a cybersecurity framework to be issued by the NCC.

– Governance Rule/Guideline

The Code requires online and digital communications platforms to implement community rules or guidelines governing the moderation of use by consumers of their platforms, in line with the Nigerian Communications Act 2003, to ensure that network services or applications are not used for any unlawful purpose. Such community rules or guidelines must be submitted to NCC within 6 months of the issuance of the finalised Code. The Code further provides that the NCC may, from time to time, issue additional requirements for adoption by online and digital communications platforms.

IASPs are also required to incorporate clear rules in their Terms of Use prohibiting the use of internet access services for spamming or other unsolicited communications.

– Compliance and Reporting Requirements

IASPs are required to submit biannual reports to the NCC containing operational details, whether any takedown orders or content removal requests have been received from consumers, the extent of compliance with the Code, and details of collaboration with other relevant entities. Online and digital communications platforms are also required to submit biannual reports in the format prescribed by the Code. Such report should include, among other details, the type of service provided, whether any takedown requests have been made, the actions taken in response to such requests, and the outcomes of those actions.

The Code further provides that online and digital communications platforms, IASPs, and other relevant entities must, upon request by the NCC, submit compliance reports or any additional information necessary to demonstrate compliance with the provisions of the Code. 

What are the rights of Consumers under the Code?

As provided under the Code, consumers have the right to create, share, and access information that is not unlawful under any law in Nigeria. Where content is lawful, such content shall not be subject to discrimination by an IASP. While providing internet access services, IASPs are required to ensure transparency in the management of internet traffic, including clear disclosure of how such traffic management practices may affect consumers, as well as any network optimisation measures implemented. IASPs must also ensure that there is no deliberate degradation of internet traffic. 

Conclusion

Although the Code is not finalized, it potentially provides streamlined guidance on the obligations and operational requirements applicable to IASPs and online and digital communication service providers. The Code seeks to balance innovation in the use of the internet with consumer protection and safety particularly for minors. It is therefore important for relevant stakeholders to assess their existing systems, policies, and operations in contemplation of the finalisation of the Code.

[1] Unlawful content is defined in the Code as any content that is in violation of an existing law in Nigeria.

THE CENTRAL BANK OF NIGERIA REGULATORY UPDATE: REVISED CASH POLICIES AND AUTHORISED PUSH PAYMENT FRAUD GUIDELINES

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BY SEUN TIMI-KOLEOLU AND OMODELE FATODU

Introduction

The Central Bank of Nigeria (“CBN”) has recently issued two regulatory communications: (i) the Revised Cash-Related Policies, effective 1 January 2026; and (ii) the Draft Guidelines for Handling Authorised Push Payment (“APP”) Fraud. Both documents introduce new operational requirements for financial institutions and provide guidance for customers, lenders, and payment service providers.

1. REVISED CASH-RELATED POLICIES – Key Changes

  1. Removal of Cash Deposit Limits – The CBN has abolished previously applicable cash-deposit limits. Under the former regime, customers were subject to cumulative deposit limits and charges for excess cash deposits. These thresholds and associated fees have now been completely removed.
  2. Upward Adjustment of Withdrawal Limits – Individuals may now withdraw up to ₦500,000 weekly, while corporate entities may withdraw up to ₦5 million. Withdrawals exceeding these limits will attract processing fees of 3% for individuals and 5% for corporate entities.
  3. Elimination of Special Withdrawal Authorisations – The requirement for customers to seek special CBN approval for unusually large cash withdrawals (previously ₦5 million for individuals and ₦10 million for corporate entities) has been discontinued.
  4. Enhanced Obligations for Financial Institutions – Banks are required to ensure that ATMs remain adequately funded and stocked with various denominations. They must maintain a designated account for processing fees charged on withdrawals above the stipulated limits. Banks are also required to submit specified periodic reports, including returns on cash withdrawals above the specified limit and returns on cash deposits to the CBN to support ongoing compliance and supervision.

2. CBN DRAFT GUIDELINES ON APP FRAUD

What is APP Fraud?

APP fraud occurs when a customer is tricked into voluntarily initiating a payment to an account controlled by a fraudster. Although the customer authorises the transfer, it is done under false pretences through deception, manipulation, impersonation, or other fraudulent means.

Key Highlights

  1. Standardised Reporting Framework for Fraud Incidents – Customers are required to report suspected or actual APP fraud to their financial institution within 24 hours, with allowance for reporting within 72 hours where reasonable justification is provided. The guidelines state that “reasonable justification” may include, but is not limited to, circumstances beyond the control of the customer such as illness, force majeure events, time of becoming aware of the fraud, security constraints, or demonstrable unavailability of reporting channels. Upon receiving a report, the institution must acknowledge receipt within 24 hours, open a case file, and begin processing the complaint in line with the guidelines.
  2. Mandatory Inter-Bank Notification within 30 Minutes – Where an APP transaction involves more than one financial institution, the institution that first receives the complaint must notify the other insitiution within 30 minutes of receiving the customer’s complaint.
  3. Defined Timelines for Customer Refunds – Where a customer is entitled to a refund, the responsible institution must complete it within 48 hours after concluding the investigation. In cases involving multiple institutions, refunds must be completed within 16 working days of the complaint.
  4. Strengthened Fraud-Prevention and Consumer-Protection Duties – Financial institutions must provide 24/7 fraud-reporting channels and implement an early warning system to prevent and detect APP fraud in a timely manner. They are required to ensure that customers are aware of available reporting channels and receive clear, accessible, and ongoing education on APP fraud risks and reporting procedures. Financial institutions must also carry out quarterly APP fraud awareness campaigns across multiple media and languages, and ensure that any information shared with other institutions complies with the Nigerian Data Protection Act 2023.
  5. Customer Refund Eligibility – Refund eligibility is subject to the following conditions:
    • The customer authorised the transaction under false pretence and had no reason to suspect fraud;
    • The customer reported the fraud within 72 hours and cooperated with the investigation;
    • There is no evidence of negligence, collusion, or criminal intent by the customer; and
    • The financial institution failed to implement appropriate fraud detection, warning, or verification protocols that could have prevented the transaction.

    Financial institutions are not obligated to reimburse where:

    • The customer acted fraudulently or negligently;
    • The customer delayed reporting beyond 72 hours without reasonable justification; and
    • The transaction occurred before the effective date of the guideline, unless the institution voluntarily applies it retroactively.

Conclusion

CBN’s Revised Cash-Related Policies and Draft Guidelines on APP Fraud introduce updated operational requirements that affect both financial institutions and customers. Banks and payment service providers should review these documents to ensure compliance ahead of the effective dates, while customers should familiarise themselves with the reporting procedures and eligibility criteria to protect their interests in cases of APP fraud.

CORPORATE COLLAPSE AND CREDITOR REMEDIES – NAVIGATING NIGERIA’S INSOLVENCY FRAMEWORK

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BY ADERONKE ALEX-ADEDIPE AND ENIOLA SOGBESAN

Introduction

Corporate finance is a fundamental aspect of commercial transactions and plays a critical role in the fulfillment of contractual obligations. However, where a company becomes insolvent and is unable to fulfil its contractual obligations, it may collapse and consequently trigger creditor rights. Additionally, the doctrine of corporate personality and liability limiting clauses in contracts may affect the enforcement of creditors’ remedies under a contract. For creditors, this poses a significant challenge and navigating this landscape requires an understanding of the options available to the creditors. In this newsletter, we examine the implications, options, and rights available to creditors under Nigerian law in recovering outstanding debts during an insolvency process.

Implications of Corporate Insolvency

The Companies and Allied Matters Act (CAMA /the “Act”)[1] refers to insolvency as a situation where a company is unable to pay its debt. Also, an insolvent person is defined in CAMA as “any person in Nigeria who, in respect of any judgment, Act or court order against him, is unable to satisfy execution or other process issued in favour of a creditor, and the execution or other process remains unsatisfied for not less than six weeks[2]”

On this premise, CAMA makes comprehensive provisions on the implications that would be triggered in the event of corporate insolvency for both the company and its creditors, all of which are geared towards the protection of the creditors. These include:

  1. Suspension of Directors’ powers – this is one of the first events that arises in the event of corporate insolvency. This involves the surrendering of the decision-making powers of the directors to either a liquidator, receiver or administrator.
  1. Impact on Shareholders – where the company is limited by shares, the liability of the shareholders to the company’s creditors is limited to the amount unpaid in respect of the shares held by them in the company.
  1. Review of Prior Transactions – Corporate insolvency may lead to an examination of the company’s previous transactions, particularly those carried out at gross undervalue[3], without consideration, or those that amount to a fraudulent preference of certain creditors[4].
  2. Business Rescue Options – Under the Act, companies experiencing insolvency may explore various business rescue arrangements such as the use of administration procedures and voluntary arrangements to restructure and recover their business as described below.

Corporate Insolvency Options under the Companies and Allied Matters Act 2020

The Act provides various insolvency mechanisms options to both creditors and companies that may be utilized in the event of a corporate insolvency. The option to be used is largely dependent on the peculiarities of each case and the overall objective of the creditors/companies. Some corporate insolvency options available to creditors/companies under the Act include  –

  1. Administration – The primary objective of an administration is to (i) rescue the company as a going concern, (ii) to achieve better results for the company’s creditors as a whole, than would be likely if the company were wound up and (iiv) realizing property in order to make a distribution to one or more secured or preferential creditors[5]. An administrator may be appointed by the court, the company or its directors or the holder of a floating charge. The appointed administrator takes over management of the company’s affairs, and during this period, no creditor actions may be taken against the company without the consent of the administrator or permission of the court.
  1. Company Voluntary Arrangements – This insolvency option serves as a contractual restructuring arrangement. It is utilized by companies to negotiate arrangements with creditors for the settlement of debts[6]. This option is used where a company does not have sufficient funds to pay its debts but can offer other forms of consideration to the creditors as full and final settlement of its obligations. Where this option is approved by the requisite majority of the company’s creditors, such arrangement would bind the creditors.
  1. Receivership – Receivership is an insolvency mechanism in which creditors with secured interests or debentures appoint a receiver or receiver/manager to take control of the company’s assets. The primary objective is to take possession of and protect the assets, receive rents, profits and discharge all outgoings and realize the assets for the benefit of the creditors.[7]
  1. Liquidation (Winding-Up) – This is the most drastic corporate insolvency option and should only be adopted where the objective is the dissolution of the company. This procedure may be initiated by either the company’s creditors, members or regulatory authorities by filing a petition before the court. The objective of this procedure is to appoint a liquidator to take account and manage the assets of the company for the purpose of settling the company’s liabilities.

Creditor Rights in Corporate Insolvency

The rights of a creditor is dependent on the type of debt owed and the corporate insolvency option adopted for the recovery of such debts. Some creditor rights under corporate insolvency include –

  1. Commencement of Corporate Insolvency Proceedings: The creditors of a company are the principal parties entitled to initiate any corporate insolvency option against the company. This includes the right to appoint receivers, administrators, or commence winding up proceedings against the company for inability to pay its debt.
  1. Control of Insolvency Process: Given that the creditors are primarily responsible for initiating insolvency proceedings against a company, it  follows that they also control the process. In a creditor’s voluntary winding up, the liquidator is appointed or approved by the creditors and the actions of such liquidator are controlled by the creditors.[8] The liquidator is expected to act in accordance with the directions of the creditors and in the interest of the creditors in the management of the company.
  1. Priority Rights – Priority rights refer to the procedure and rankings with which the debts of the company will be settled. In this regard, the nature of each creditor’s debt will determine their priority rights and how they rank. Creditors that are secured by fixed charges rank the highest[9] followed by the preferential debts (taxes, rates, salaries and charges) which rank higher than company’s creditors secured by floating charges.[10].
  1. Inspection of Corporate Books – Creditors of a company in insolvency have the right to examine the company’s corporate records, including the register of charges, register of debenture holders, and trust deeds securing debentures[11]. Additionally, during a court-ordered winding-up, creditors may access the liquidator’s records and receive the liquidator’s statements on the status of the liquidation.

Conclusion

While corporate insolvency often signals financial distress, it does not always mark the end of a company’s existence. Under the Nigerian legislative framework, corporate insolvency is a structured process with legal implications for both the insolvent companies and their creditors.

Depending on the preferred insolvency option, there may be opportunities for restructuring, debt compromise, or even business rescue. For creditors, the law provides a wide range of rights as highlighted above. These rights are designed to ensure transparency, while balancing the interest of other stakeholders.

Conclusively, the most effective insolvency option is largely dependent on the peculiarities of each case, the type/amount of debt owed and the objectives of the creditors/the company. The ultimate decision made by a creditor whether to pursue liquidation, accept a voluntary arrangement, or support administration, can significantly affect recovery prospects.

[1] S.625 CAMA

[2] S. 868 CAMA

[3] S. 659 CAMA

[4] S. 658 CAMA

[5] S.444 CAMA

[6] S. 434 CAMA

[7] S. 556 CAMA

[8] S.590 CAMA

[9] S.207 (4) CAMA

[10] S. 657 (4) CAMA

[11] S.683 (2) CAMA