5th December 2025
Stamp Duty Exposure Rises as Tribunal Rules on Share Purchase Agreements in Nigeria
On 28 November 2025, the Tax Appeal Tribunal in Oando Oil Limited v. Federal Inland Revenue Service (FIRS) ruled that Share Purchase Agreements are subject to stamp duty in Nigeria, adopting a narrow interpretation of the Stamp Duties Act exemption for share transfers documents.
The Tribunal affirmed the FIRS’s power to recover unpaid stamp duty on historic deals notwithstanding the statutory limitation periods, whilst rejecting the Appellant’s claim of separate corporate personality. It also applied penalties under the forthcoming Nigeria Tax Administration Act 2025, raising questions about the validity of the penalty which is similar to those in the FIRS Act.
The ruling introduces heightened stamp duty risk for mergers, acquisitions and investment transactions involving share purchases, with possible implications for legacy share deals. Businesses should review past transactions and seek expert tax advice to mitigate exposure under Nigeria’s evolving stamp-duty regime.
For further guidance, please contact TEMPLARS Partners, Igonikon Adekunle and Sesan Sulaiman, and Associate, Chibuike Ikefuna.
